HomeMy WebLinkAbout2014-07-01 COUNCIL MEETINGAGENDA
CITY COUNCIL MEETING
CITY OF EDINA, MINNESOTA
CITY COUNCIL CHAMBERS
TUESDAY, JULY 1, 2014
7:00 P.M.
I. CALL TO ORDER
11. ROLL CALL
III. APPROVAL OF MEETING AGENDA
IV. ADOPTION OF CONSENT AGENDA
All agenda items listed on the consent agenda are considered routine and will be
enacted by one motion. There will be no separate discussion of such items unless
requested to be removed from the Consent Agenda by a Member of the City Council.
In such cases the item will be removed from the Consent Agenda and considered
immediately following the adoption of the Consent Agenda. (Favorable rollcall vote of
majority of Council Members present to approve.)
A. Approval Of Minutes — Regular Meeting Of June 17, 2014 And Work Session Of
June 17, 2014
B. Receive Payment Of Claims As Per: Pre -List Dated, 6/19/2014 TOTAL
$1,987,607.06 And Per Pre -List Dated, 6/26/2014 TOTAL $1,038,066.38 and Credit
Card Purchases Dated 4/26/14 — 5/26/14 TOTAL $31,015.83
C. Resolution No. 2014 -71 Fiscal Year 2015 -2017 Joint Cooperation
Agreement/Community Development Block Grant Renewal
D. Resolution No. 2014 -72 Authorizing Join Powers Agreement With the State of
Minnesota — Minnesota Financial Crimes Task Force
E. Request For Purchase — Squad Light Bars
F. Resolution No. 2014 -77 Approving Public Health Emergency Preparedness Grant
Project Agreement 2014 -2015
G. Resolution No. 2014 -74 Appointing Election Judges For August 12, 2014 Primary
H. Request For Purchase — Award of Bid Contract ENG 14 -10 2 -014 Watermain
Improvements
I. Approve Release of Public Improvement & Special Assessment Agreements
J. Ordinance No. 2014 -07 Amending Chapter 26 Of The Edina City Code Concerning
Petty Misdemeanors
K. Change Order — Contract ENG 14 -4 Birchcrest B Neighborhood Roadway
Improvements
L. Resolution No. 2014 -75 Authorizing Minnesota Department of Employment and
Economic Development Grant Application For Pentagon Park South
AgendaJEdina City Council
July I, 2014
Page 2
V. SPECIAL RECOGNITIONS AND PRESENTATIONS
A. Hennepin County Sheriff Richard Stanek
VI. COMMUNITY COMMENT
During "Community Comment," the City Council will invite residents to share new
issues or concerns that haven't been considered in the past 30 days by the Council or
which aren't slated for future consideration. Individuals must limit their comments to
three minutes. The Mayor may limit the number of speakers on the same issue in the
interest of time and topic. Generally speaking, items that are elsewhere on tonight's
agenda may not be addressed during Community Comment. Individuals should not
expect the Mayor or Council to respond to their comments tonight. Instead the
Council might refer the matter to staff for consideration at a future meeting.
VII. REPORTS /RECOMMENDATIONS: (Favorable vote of majority of Council Members present
to approve except where noted)
A. Resolution No. 2014 -73 Authorizing The Sale and Issuance Of Multifamily Housing
Revenue Bonds (Yorktown Continental, LP Project) Series 2014
B. Request For Purchase — Award of Bid — Contract # 13 -7PK, Pamela Park Shelter
Building
C. Resolution No. 2014 -76 Accepting Various Grants & Donations
VIII. CORRESPONDENCE AND PETITIONS
A. Correspondence
B. Advisory Communication — Human Rights & Relations Commission — Local Support
For Human Rights Implementation And Monitoring
C. Minutes
I. Energy & Environment Commission, May 8, 2014
2. Edina Community Health Commission, May 6, 2014
3. Veteran's Memorial Committee, April 18, 2014
4. Edina Transportation Commission, May 15, 2014
S. Arts & Culture Commission Meeting
/ _�i7:7d�l� 411--
XI. MANAGER'S COMMENTS
XII. ADJOURNMENT
Agenda/Edina City Council
July I, 2014
Page 3
The City of Edina wants all residents to be comfortable being part of the public process. If you need assistance
in the way of hearing amplification, an interpreter, large -print documents or something else, please call 952-
927 -8861 72 hours in advance of the meeting.
SCHEDULE OF UPCOMING MEETINGS /DATES /EVENTS
Tues
Jul I
Work Session — Closed Meeting Possible Land Acquisition
5:00 P.M.
COMMUNITY ROOM
Tues
Jul I
Work Session — PACS Approval Process /Living Streets Implementation
5:30 P.M.
COMMUNITY ROOM
Tues
Jul I
Regular Meeting
7:00 P.M.
COUNCIL CHAMBERS
Fri
Jul 4
INDEPENDENCE DAY HOLIDAY OBSERVED — City Hall Closed
Tues
Jul 15
Work Session — Business Meeting/Art & Culture Donations
5:30 P.M.
COMMUNITY ROOM
Tues
Jul 15
Regular Meeting
7:00 P.M.
COUNCIL CHAMBERS
Tues
Jul 29
Filing Opens for Municipal Offices On November General Election
CLERK'S OFFICE
Mon
Aug 4
Work Session —Fred Richards Redesign
5:00 P.M.
COMMUNITY ROOM
Joint Session With Human Rights & Relations Commission
6:00 P.M.
COMMUNITY ROOM
Mon
Aug 4
Regular Meeting
7:00 P.M.
COUNCIL CHAMBERS
Tues
Aug 5
Night To Unite
Thur
Aug 7
CANDIDATES INFORMATION SESSION
5:00 P.M.
COUNCIL CHAMBERS
Tues
Aug 12
PRIMARY ELECTION DAY — Polls Open 7 A.M. Through 8:00 P.M.
Tues
Aug 12
Filing Closes for Municipal Offices On November General Election
5:00 P.M.
CLERIC'S OFFICE
Tues
Aug 19
Work Session —Blake Road Corridor Study /Tree Ordinance
5:30 P.M.
COMMUNITY ROOM
Tues
Aug 19
Regular Meeting
7:00 P.M.
COUNCIL CHAMBERS
Mon
Sep I
LABOR DAY HOLIDAY OBSERVED — City Hall Closed
Tues
Sep 2
Work Session — Grandview Development Partner Interviews
5:00 P.M.
COMMUNITY ROOM
Tues
Sep 2
Regular Meeting
7:00 P.M.
COUNCIL CHAMBERS
ues
Sep 16
Work Session — TBD
5:30 P.M.
COMMUNITY ROOM
ies
Sep 16
Regular Meeting
7:00 P.M.
COUNCIL CHAMBERS
i ues
Oct 7
Work Session — 2015 Boards /Commission Work Plans
5:30 P.M.
COMMUNITY ROOM
Tue
Oct 7
Regular Meeting
7:00 P.M.
COUNCIL CHAMBERS
Tues
Oct 21
Rep. Keith Ellison Update /Business Meeting
5:00 P.M.
COMMUNITY ROOM
J
MINUTES
OF THE REGULAR MEETING OF THE
EDINA CITY COUNCIL
HELD AT CITY HALL
JUNE 17, 2014
7:00 P.M.
1. CALL TO ORDER
Mayor Hovland called the meeting to order at 7:06 p.m.
Il. ROLLCALL
Answering rollcall were Members Bennett, Brindle, Sprague, Swenson and Mayor Hovland.
111. MEETING AGENDA APPROVED
Member Brindle made a motion, seconded by Member Swenson approving the meeting agenda.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
IV. CONSENT AGENDA ADOPTED
Member Swenson made a motion, seconded by Member Bennett approving the consent agenda as
revised to remove Items IV.C. Cooperative Agreement for Emergency Communications Services; IV.D.
Ancillary Agreement 01, Procurement of Shared /Hosted 9 -1 -1 Call Handling System; IV.E. Request for
Purchase, Shared /Hosted 9 -1 -1 Call Handling System Solution; IV.I. Braemar Master Plan Task Force
Appointments; IV.J. Traffic Safety Committee Report on May 7, 2014; and, IV.M. Resolution No. 2014 -68
Approving a Special Law Authorizing Tax Increments Financing Districts for Housing Purposes and
Expenditures from the Southdale 2 Tax Increment Financing District, as follows:
W.A. Approve regular and work session meeting minutes of June 3, 2014
IV.B. Receive payment of the following claims as shown in detail on the Check Register dated June 5,
2014, and consisting of 28 pages; General Fund $307,797.50; Police Special Revenue $5,729.06;
Art and Culture Fund $104.00; Working Capital Fund $19,833.44; Equipment Replacement Fund
$15,267.80; Art Center Fund $5,078.59; Golf Dome Fund $3,783.36; Aquatic Center Fund $90.95;
Golf Course Fund $42,143.66; Ice Arena Fund $35,292.83; Edinborough Park Fund $12,025.95;
Centennial Lakes Park Fund $9,628.09; Liquor Fund $182,558.71; Utility Fund $23,567.34; Storm
Sewer Fund $157.35; PSTF Agency Fund $936.72; Payroll Fund $15,803.37; TOTAL $679,798.72
and for receipt of payment of claims dated June 12, 2014, and consisting of 34 pages; General
Fund $196,031.03; Police Special Revenue $2,640.00; Arts and Culture Fund $978.00; General
Debt Service Fund $1,390.00; PIR Debt Service Fund $3,000.00; Working Capital Fund
$166,805.74; Equipment Replacement Fund $87,558.91; Art Center Fund $2,641.47; Golf Dome
Fund $37.39; Aquatic Center Fund $556.96; Golf Course Fund $18,699.07; Ice Arena Fund
$23,250.69; Centennial Lakes Park Fund $2,578.41; Liquor Fund $256,448.00; Utility Fund
$440,721.60; Storm Sewer Fund $3,967.10; Recycling Fund $25.00; PSTF Agency Fund $2,612.46;
TOTAL $1,209,941.83
IV.C. r„ +•, a Agreement for Em , Services
IV.D. AnGiiiiaFy Agreement 01, PreGure.m.ent eaf-ShaFedl/Westedl 94-1- Call Handling System
IV.& Reque-rtfe--r purchase, Shared/Hosted 9 1 '-1 Call Handling System Solution
IV.F. Adopt Resolution No. 2014 -55, Establishing Precinct 5 and Precinct 10 Polling Locations for the
2014 Election Cycle
IV.G. Approve Appointment of Steve Suckow to the vacancy on the Arts & Culture Commission for a
term ending February 1, 2016
IV.H. Request for Purchase, Geographic Information System (GIS) Database Design for Park System,
awarding the bid to the recommended low bidder, Geographic Technologies Group at $37,500
W.I. Master Plan Task Force Appointments
IV,J: Tr -affic Safety Committee Ramer+ en May 7 -2014
Page 1
Minutes /Edina Citv Council /June 17. 2014
f
It
IV.K. Adopt Resolution No. 2014 -67, Public Improvement and Special Assessment Agreements
IV.L. Request for Purchase, Professional Services Agreement, awarding the bid to the recommended
low bidder, future iQ Partners at $75,000
1V RA Rpl;gh-togn hin
Rollcall:
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
ITEMS REMOVED FROM THE CONSENT AGENDA
IV.C. COOPERATIVE AGREEMENT FOR EMERGENCY COMMUNICATIONS SERVICES — APPROVED
IV.D. ANCILLARY AGREEMENT 01, PROCUREMENT OF SHARED /HOSTED 9 -1 -1 CALL HANDLING SYSTEM
— APPROVED
IV.E. REQUEST FOR PURCHASE, SHARED /HOSTED 9 -1 -1 CALL HANDLING SYSTEM SOLUTION —
AWARDED
Civilian Services Manager Draper stated the City was undertaking a mutual project with Hennepin County.
She explained this plan would enhance the City's service because its current analog equipment installed in
1999 does not have all of the same enhanced abilities as the new Hennepin County digital equipment. In
the long term, it would save money for the City and allow sharing, when desired with other systems. It
was noted the funds were within the City's budget. Ms. Draper answered questions of the Council related
to enhanced functionality and benefit of built -in redundancy. Member Swenson made a motion,
seconded by Member Sprague, approving Cooperative Agreement for Emergency Communications
Services; Ancillary Agreement 01, Procurement of Shared /Hosted 9 -1 -1 Call Handling System; and,
Request for Purchase, Shared /Hosted 9 -1 -1 Call Handling System Solution, awarding the bid to the
recommended low bidder, Independent Emergency Services, LLC at $354,959.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
W.I. BRAEMAR MASTER PLAN TASK FORCE APPOINTMENT— RATIFIED
The Council acknowledged that the Task Force would select its own chair. Member Sprague made a
motion, seconded by Member Brindle, ratifying Braemar Master Plan Task Force Appointments: Brenda
McCormick, Park Board; David Deeds, Park Board; Rick Ites; Pacy Erck; Joseph Hulbert; Dick Brozic; and,
Paul Presthus.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
W.J. TRAFFIC SAFETY COMMITTEE REPORT ON MAY 7, 2014 —ACCEPTED
The Council discussed Item A2, request to improve the signage for the No Left Turn sign from the exit from
Edina Liquor to Gus Young Lane. Member Sprague made a motion, seconded by Member Bennett, to
accept Traffic Safety Committee Report on May 7, 2014.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
IV.M. RESOLUTION NO. 2014 -70 — ADOPTED APPROVING A SPECIAL LAW AUTHORIZING TAX
INCREMENTS FINANCING DISTRICTS FOR HOUSING PURPOSES AND EXPENDITURES FROM THE
SOUTHDALE 2 TAX INCREMENT FINANCING DISTRICT
Economic Development Manager Neuendorf described the City's lobbying effort for special legislation to
authorize creation of new housing districts to fund affordably priced homes and enable additional options.
He referenced a map depicting the Southeast Edina Redevelopment District in which a new district could
be created to enable affordably priced housing. Mr. Neuendorf indicated this special legislation was
restricted to affordably priced housing and would not enable additional TIF assistance to other types of
projects. The legislation included a deadline of 2017 to create a new TIF District but once certified, that
Page 2
Minutes /Edina City Council /June 17, 2014
District could last for 25 years. Mr. Neuendorf answered questions of the Council related to steps to
create such a TIF District and level of increment that might be available. Member Bennett introduced and
moved adoption of Resolution No. 2014 -70 Approving a Special Law Authorizing Tax Increments
Financing Districts for Housing Purposes and Expenditures from the Southdale 2 Tax Increment Financing
District. Member Sprague seconded the motion.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
V. SPECIAL RECOGNITIONS AND PRESENTATIONS
V.A. COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR) FOR YEAR ENDED DECEMBER 31, 2013 —
RECEIVED
James Eichten of MMKR, Certified Public Accountant, presented the Comprehensive Annual Financial
Report (CAFR) for year ended December 31, 2013. Mr. Eichten answered questions of the Council relating
to the separation of accounting operations, tax classifications, and average tax rates by taxing entity. Mr.
Eichten observed that the City was well managed. Member Swenson made a motion, seconded by
Member Bennett, receiving the Comprehensive Annual Financial Report for year ended December 31,
2013.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
The Council commended Finance Director Wallin, Assistant Finance Director Roggeman, and the Finance
Department for a job well done.
V. B. MAY "SPEAK UP EDINA" REPORT PRESENTED — TOPIC: EDINA SENIOR CENTER
Communications Coordinator Gilgenbach presented a summary of May opinions, both pros and cons,
collected through "Speak Up, Edina," relating to the Edina Senior Center. Mr. Gilgenbach answered
questions of the Council relating to respondents. It was noted the draw was from other communities, as
well as Edina, but the number engaged in this conversation was not great at this point. Mr. Neal explained
the goal was to establish more dialogue and outreach with the community. He stated staff would
undertake a value analysis at the end of the year to determine if this was an effective tool.
Vl. PUBLICHEARINGS HELD — Affidavits of Notice presented and ordered placed on file.
VI.A. ISSUANCE OF HOUSING REVENUE BOND ON BEHALF OF YORKTOWN CONTINENTAL, LP,
RESOLUTION NO. 2014 -65, CONDUIT DEBT — ADOPTED
Finance Director Presentation
Finance Director Wallin described the use of conduit financing and process to issue tax exempt revenue
bonds, noting the City would hold no financial responsibility from these bonds.
Proponent Presentation
David Dye, Yorktown Continental Limited Partnership, presented the request of Yorktown Continental, LP,
a limited - purpose entity, for the issuance of up to $26,500,000 in bonds to finance a portion of the cost to
acquire and rehabilitate the existing 264 -unit Yorktown Continental apartment building located at 7151
York Avenue South to provide affordable housing.
Frank Hogan, Dougherty & Company, described the anticipated financing and assured the Council that the
City would not be FespeRsible, in any way financially responsible, for this project's debt.
Mr. Dye answered questions of the Council relating to the timing of the rehabilitation that would be
undertaken in increments of 12 units at a time, during which time those residents would be relocated to
guest suites. These units were independent living units, every unit was affordable, and would remain so.
Mr. Dye indicated the use agreement of 1996 signed for 50 years, was monitored by HUD and Minnesota
Housing.
Page 3
Minutes /Edina City Council /June 17, 2014
The Council asked how compliance and rent restrictions would be monitored. Senior Planner Repya
responded this was the first time the City would be responsible to monitor rents and qualifications and
those procedures would be worked out. Mr. Dye described the existing multi - jurisdictional monitoring.
With regard to the City's risk with conduit financing, Mr. Neal explained that Edina had approved this type
of financing for similar projects. He confirmed there was no liability for the City and it would not impact
the City's borrowing capacity. It was noted the City would be reimbursed one -half of 1% of the principal
for monitoring compliance.
Mayor Hovland opened the public hearing at 8:18 p.m.
Public Testimony
No one appeared to comment.
Member Sprague made a motion, seconded by Member Swenson, to close the public hearing.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
Member Swenson introduced and moved adoption of Resolution No. 2014 -65, Giving Preliminary
Approval of Multifamily Housing Revenue Bonds (Yorktown Continental, LP Project), Series 2014.
Member Brindle seconded the motion.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
VI.B. COMPREHENSIVE PLAN AMENDMENT REGARDING RESIDENTIAL DENSITY FOR MIXED USE AREA,
BUILDING HEIGHTS FLOOR AREA RATIO AND LAND USE, RESOLUTION NO. 2014 -68 — ADOPTED
Community Development Director Presentation
Community Development Director Teague explained that, as a result of the recent Comprehensive Plan
Amendment for the Lennar project at 6725 York Avenue, the Metropolitan Council had requested the City
establish new residential density ranges within the City's Comprehensive Plan to better align with the
description of the uses allowed within each District. Mr. Teague presented the proposed density ranges
for each zoning district, noting that by establishing new density ranges for these areas, the City would
create the feasibility for mixed -use projects. In addition, changes to these density ranges would
accommodate growth that had been anticipated and planned for in the City's future population
projections. Mr. Teague stated the Planning Commission, at its June 11, 2014 meeting, unanimously
recommended approval of the Comprehensive Plan Amendment.
The Council asked questions of Mr. Teague relating to densities, sewer capacity, and transportation
infrastructure, which have been of concern to the Council. Mr. Teague indicated the transportation
infrastructure numbers, as proposed, were found to be somewhat less for residential versus office /retail.
It was noted that of the five PUDs approved, -two eee had been built, twe were one was in process, and
two ene -have not been developed at this time. Mr. Teague explained the transition in the density from
50th and France to the White Oaks and Country Club neighborhoods was mainly duplexes and single - family
homes. Mr. Millner answered questions of the Council relating to the basis for sewer capacity studies,
Metropolitan Council population estimates, and City modeling. It was noted that should the City consider
a Comprehensive Plan Amendment to adjust the dwellings per acre number, the Metropolitan Council
would consider both sewer capacity data and transportation system data. Mr. Millner confirmed the City's
sewer system was adequate and WSB had indicated there was adequate roadway capacity to support the
proposed residential density ranges in the mixed use districts and in the Southdale area.
Mayor Hovland opened the public hearing at 8:47 p.m.
Page 4
Minutes /Edina City Council /June 17, 2014
Public Testimo
Kim Montgomery, 5300 Evanswood Lane, addressed the Council.
Gene Persha, 6917 Cornelia Drive, addressed the Council.
Hope Melton, 4825 Valley View Road, addressed the Council.
Member Swenson made a motion, seconded by Member Brindle to close the public hearing.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
The Council acknowledged it had approved FAR as a way to control the amount of development compared
to the size of lot, the City already had areas of high density, and this was not an unusual consideration. In
addition, this proposal would match FAR to the acreage. Support was expressed for the proposed
clarification and to revisit this issue during the next Comprehensive Plan update.
It was noted the term "workforce housing" might be a better term than "affordable housing," as that
defined people who presently worked in Edina yet cannot afford to live here due to the high real estate
values. The Council indicated it was starting a Small Area Plan for Valley View and Wooddale and urged
residents and business owners to attend the June 18, 2014, meeting to provide comment on what was
wanted in their neighborhood. The Council discussed the proposed Amendment and need to correct the
mixed use densities within the Comprehensive Plan. Concern was expressed relating to the upper density
limit in the Community Activity Center and Mixed Use Center Districts and legislating based on a single
project specific r s+
It was noted that the review had been triggered by a specific request, but actually showed that the city
was out of compliance on density ranges in general. It was noted that the City was aGtually out ^f
cempliance and thus Feview had "^^^ tFig,^ d by It was acknowledged that controls were in
place, such as FAR, ate- height and lot size restrictions, that would control density. The Council agreed
density was becoming more intense because people want different lifestyle options and this action was
consistent with the Council's past actions. With regard to whether the City's infrastructure could handle
higher densities, the Met Council would answer that question when it reviewed the requested
amendment. Member Swenson introduced and moved adoption of Resolution No. 2014 -68, Approving
Comprehensive Plan Amendments Regarding Residential Density for Mixed Use Areas, Building Height,
Floor Area Ratio and Land Use. Member Brindle seconded the motion.
Rollcall:
Ayes: Brindle, Sprague, Swenson, Hovland
Nays: Bennett
Motion carried.
VI.C. FINAL PUD REZONING, FINAL DEVELOPMENT PLAN, LENNAR CORPORATION, 6735 YORK
AVENUE, AND 6712, 6708, 6704, 6700, AND 6628 XERXES AVENUE — RESOLUTION NO. 2014 -69
ADOPTED AND ORDINANCE NO. 2014 -6 MIXED USE AREA, BUILDING HEIGHTS FLOOR AREA
RATIO AND LAND USE—ADOPTED
Community Development Director Presentation
Mr. Teague presented the request of Lennar Multifamily Communities, LLC, for approval of Final Rezoning
to Planned Unit Development (PUD) and Final Development Plan to tear down the existing retail building
at 6725 York Avenue and single - family homes at 6712, 6708, 6704, 6700, and 6628 Xerxes Avenue, and
build a six - story, 240 -unit upscale apartment building with 11,500 square feet of retail on the first level. A
Page 5
Minutes /Edina City Council /June 17, 2014
parking lot was proposed in front of the retail store on York Avenue with underground parking for
residents under the apartments. Mr. Teague stated the Planning Commission, at its May 28, 2014
meeting, recommended approval of the Final Rezoning and Final Development Plan on a 5 -0 vote.
Proponent Presentation
Peter Chmielewski of Lennar and Aaron Roseth Russet of ESG Architects described minor changes to the
Development Plan based on feedback from previous meetings. They have also worked closely with the
City Engineer regarding other minor site changes. The exterior building materials exhibit was presented to
the Council. It was indicated there had been no changes to the interior of the building since the last
report.
Erosion control and stormwater management issues were addressed by Mr. Roseth asset and Mr.
Chmielewski, as well as landscape seeding to limit erosion of the soil, lighting during construction, bicycle
amenities (racks /storage /servicing) inside of the building, energy code modeling to meet and exceed the
State Energy Code, construction traffic route and parking, and shift in the sidewalk to create a larger
landscaped buffer. The Council also discussed the Comprehensive Plan affordable housing goal of 212
new units and the fact that although the Council has extensively amended the Comprehensive Plan to
approved PUDs, it has not yet required one new unit of affordable housing to be built." its a„ a dable
ham.
Mayor Hovland opened the public hearing at 9:52 p.m.
Public Testimony
No one appeared to comment.
Member Swenson made a motion, seconded by Member Sprague to close the public hearing.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
Member Swenson introduced and moved adoption of Resolution No. 2014 -69, Approving Final Rezoning
from PCD -3, Planned Commercial District, and R -1, Single Dwelling Unit District to PUD, Planned Unit
Development and Final Development Plan for 6725 York Avenue and 6712, 6708, 6704, 6700, and 6628
Xerxes Avenue with additional conditions:
1. Subject to staff approval, the site must be developed and maintained in substantial conformance
with the following plans, unless modified by the conditions below:
• Site plan date stamped May 12, 2014
• Grading plan date stamped May 12, 2014
• Utility plan date stamped May 12, 2014
• Landscaping plan date stamped May 12, 2014
• Building elevations date stamped May 12, 2014
• Building materials board as presented at the Planning Commission and City Council meeting
2. Prior to issuance of a building permit, a final landscape plan must be submitted, subject to staff
approval. The Final Landscape Plan must meet all minimum landscaping requirements per Section
36 -1436 through 36 -1462 of the City Code. The applicant must work with staff to develop a
landscape plan for boulevard areas and if any existing trees are lost, they be replaced. Additionally,
a performance bond, letter -of- credit, or cash deposit must be submitted for one and one -half times
the cost amount for completing the required landscaping, screening, or erosion control measures.
3. Any plantings in the right -of -way of York Avenue must meet the requirements of Hennepin County.
4. The property owner is responsible for replacing any required landscaping that dies.
5. The Final Lighting Plan must meet all minimum requirements per Section 36 -1260 of the City Code.
6. Submit a copy of the Nine Mile Creek Watershed District permit. The City may require revisions to
the approved plans to meet the District's requirements.
Page 6
Minutes /Edina City Council /June 17, 2014
7. Sustainable design principles must be used per the applicant narrative. Attempts must be made to
meet an energy savings goal of 10% over state energy code guidelines.
8. All signage for the site must meet the underlying PCD -3 Zoning District regulations. No signage shall
be allowed on the Xerxes side of the project.
9. Compliance with all of the conditions outlined in the Director of Engineering's memo dated April 2,
2014; including that all public utility easements shall be dedicated to the City.
10. At the time of building permit application, compliance with all of the conditions outlined in the Chief
Building Official's memo dated March 27, 2014
11. Continue to work with Hennepin County to secure a left turn in lane from south bound York Avenue
12. Approve a Zoning Ordinance Amendment regarding consideration of R -1 property within a PUD,
prior to final rezoning
13. Final Rezoning is subject to a Zoning Ordinance Amendment creating the PUD, Planned Unit
Development, for this site.
14. Metropolitan Council approval of the City Council approved Comprehensive Plan Amendment
regarding land use, height, and density.
15. No construction traffic and construction parking shall be allowed on Xerxes Avenue.
Member Brindle seconded the motion.
Rollcall:
Ayes: Brindle, Sprague, Swenson, Hovland
Nays: Bennett
Motion carried.
Member Swenson made a motion to grant First and waive Second Reading adopting Ordinance No.
2014 -6, Amending the Zoning Ordinance to Establish the PUD -6, Planned Unit Development -6 District at
6725 York Avenue and 6712, 6708, 6704, 6700, and 6628 Xerxes Avenue. Member Sprague seconded the
motion.
Rollcall:
Ayes: Brindle, Sprague, Swenson, Hovland
Nays: Bennett
Motion carried.
Vll. COMMUNITY COMMENT
Frank Lorenz, 7501 York Avenue South, Unit 720, commented regarding children and bicycling as discussed
at the last City Council meeting. He felt that children, especially, were exposed to very dangerous
conditions if they were forced to ride in the streets.
VIII. REPORTS/ RECOMMENDATIONS
VIII.A. REQUEST FOR PURCHASE— 2014 -2015 CITY INSURANCE CONTRACTS —APPROVED
Human Resources Director Schaefer presented staff's recommendation to award the property casualty and
worker's compensation insurance to LMCIT, including the optional volunteer coverage. Ms. Schaefer
stated that they received bids from Travelers and LMCIT, and it was decided that LMCIT was more
favorable. Despite higher deductibles, LMCIT provided broader property casualty coverage.
Liam Biever, LMCIT, explained apportionment of dividends based on loss ratios and longevity in the
program and available workers compensation coverage for volunteers with the passage of an ordinance.
Ms. Schaefer answered questions of the Council relating to the difference in deductibles, aggregate cap,
premiums, and dividends between Travelers and LMCIT. Attorney Knutson stated his recommendation for
LMCIT. Member Sprague made a motion, seconded by Member Swenson, approving Request for
Purchase, 2014 -2015 City Insurance Contracts, awarding the property casualty and worker's
compensation insurance to LMCIT, including the optional volunteer coverage, for $1,232 and bond
coverage for $2,176.
Page 7
Minutes /Edina City Council /June 17, 2014
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
VIII.B. ISSUING REQUEST FOR INTEREST FOR DEVELOPMENT PARTNER — 5146 EDEN AVENUE (FORMER
EDINA PUBLIC WORKS SITE) —AUTHORIZED
Mr. Neuendorf presented staff's recommendation, based on direction given at the Council's May 20, 2014
Work Session, to issue a Request for Interest (RFI) for development partner and conclude the work of the
Grandview Community Advisory Team (CAT). He thanked the Grandview CAT and acknowledged their
contribution. Manager Neal added the RFI methodology was flexible yet contained structure.
The Council considered whether Phase 2, the School Bus Garage site, should be linked to this consideration
to allow a broader vision. Manager Neal explained the School District owned that land and wanted a
separate process to consider development proposals. The Council and Mr. Neuendorf discussed the
development framework for this district. It was noted this area did not have a Small Area Plan and the CAT
that drafted the RFI was not being asked to opine regarding selection of the developer .t. Mr.
Neuendorf stated it seemed to be a good time to transition from the CAT to the Council. He
recommended review of the responses by relevant internal staff and interview of those consultants by the
Council. The Council discussed the RFI and selection process to consider the respondents for interview. It
was noted the meeting would be open to the public and RFIs would be part of the public record. The
Council supported the RFI promoting the notion of innovation and creativity with a mix of public and
private uses. Member Swenson made a motion, seconded by Member Brindle, authorizing staff to issue
a Request for Interest (RFI) for development partner and conclude the work of the Grandview
Community Advisory Team.
Ayes: Brindle, Swenson, Hovland
Nays: Sprague, Bennett
Motion carried.
VIII.C. FLOOD PROTECTION AND CLEAN WATER IMPROVEMENT STUDY UPDATE— RECEIVED
Environmental Engineer Bintner presented the findings of the 2014 Flood Protection and Clean Water
Improvement Study, Part I and Part 2, noting it provided preliminary engineering and stormwater planning
for six project areas to help solve flooding and water pollution issues designated in the City's 2011
Comprehensive Water Resources Management Plan (CWRMP). Mr. Bintner stated that one of the bigger
issues was a change in floodwater risk factors in past years due to a 20 25% a4+-increase in the size of 50-
and 100 -year storms the latter from 6 to 7.5 inches. Mr. Bintner described specific areas that have flood
risk and potential next steps to address local flood risk.
The Council asked questions of Mr. Bintner relating to Minnehaha Creek and other flood risk areas, flood
protection options, and benefit of providing more on -site storage when considering redevelopment
projects.
Informational; no action required.
WILD. EDINA ACTIVE ROUTES TO SCHOOL COMPREHENSIVE PLAN —APPROVED
Katherine Bass, Edina Transportation Commission (ETC) Chair, presented the Active Routes to School
Comprehensive Plan, noting the goals and updates since the last time the City Council reviewed this plan.
She indicated there was great participation among the schools and the City and Bloomington Public
Health. This was a national initiative to increase walking and biking to school. The two goals were getting
more kids walking and bicycling to school and improving conditions where it was not safe for kids to do
that. Ms. Bass noted the District required students within .7 miles not be bused to school, as they were in
the walk zone (16% in Edina). The future vision was to allow youth to move independently and navigate in
the community. Ms. Bass completed presentation of the Plan and short -, mid -, and long -term
Page 8
Minutes /Edina City Council /June 17, 2014
recommendations. One additional short -term recommendation was to conduct a survey in southeast
Edina to address the lack of safe routes for students.
The Council and Ms. Bass discussed enforcement of school speed zones and signage. Ms. Bass indicated
the School District's recommendations were much the same as in the past.
The Council commended the ETC and Ms. Bass for this Plan and the positive results that have been seen
with many more students biking /walking to school. Even when not considering the health benefits, it was
noted that students tend to think bicycling was just more fun. The Council agreed that implementation of
this campaign would enhance the quality of life in Edina. Member Brindle made a motion, seconded by
Member Swenson, approving the Active Routes to School Comprehensive Plan.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
VIII.E. RESOLUTION NO. 2014 -63 —ADOPTED —SALE OF $5,680,000 G.O. UTILITY BOND, SERIES 2014A —
AWARDED
Mark Ruff, Ehlers & Associates, indicated that five bids had been received and the low bid was at 1.93%
from BMO Capital Markets of Chicago, Illinois. The projection had been .25% higher, so this lower interest
rate allowed the ability to reduce the issuance from $5,925,000 to $5,680,000. He explained the purpose
of the bonds was to finance various water and stormwater projects. Mr. Ruff indicated the City's AAA
rating was confirmed by rating agencies. Member Bennett introduced and moved adoption of Resolution
No. 2014 -63, Relating to $5,680,000 General Obligation Utility Revenue Bonds, Series 2014A; Awarding
the Sale, Fixing the Form and Details and Providing for the Execution and Delivery Thereof and Security
Therefore. Member Sprague seconded the motion.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
VIILF. RESOLUTION 2014 -64 — ADOPTED — THE GROUND LEASE AND LEASE AGREEMENT PROVIDING
FOR CONSTRUCTION OF THE EDINA SPORTS DOME, BRAEMAR OUTDOOR ICE RINK AND LEASE BY
THE CITY AND IMPROVEMENTS TO BRAEMAR ARENA AND PAMELA PARK—AUTHORIZED
Mr. Ruff presented the terms of the ground lease and lease agreement for the construction of the Edina
Sports Dome, Braemar outdoor ice rink, and improvements to Braemar Arena, and Pamela Park. Manager
Neal confirmed the revenue from the facilities would cover the operating costs and the lease payment
would be made from a levy yet to be adopted. Member Sprague introduced and moved adoption of
Resolution No. 2014 -64, Authorizing the Execution of a Ground Lease and a Lease Agreement Providing
for the Construction of the Edina Sports Dome, Braemar Outdoor Ice Rink and the Lease Thereof by the
City and Improvements to Braemar Arena and Pamela Park, and Approving the Form of a Resolution and
an Official Statement. Member Brindle seconded the motion.
Ayes: Brindle, Sprague, Swenson, Hovland
Nay: Bennett
Motion carried.
VIII.G. ORDINANCE NO. 2014 -8 — ADOPTED — AMENDING CHAPTERS 4 AND 6 CONCERNING ON -SALE
LIQUOR LICENSES WITH AMUSEMENT DEVICES
Mr. Neuendorf stated that this was the second reading of this ordinance. He described the interest of
Dave & Busters and reviewed the Council's concerns discussed with Dave & Busters and Simon Properties
at the last meeting. To address the concern relating to the proximity to residential use, a minor change
had been made to the ordinance to specify a minimum distance of 500 feet from a use of this type to the
closest residential use. Mr. Neuendorf reference a letter from Dave & Busters that addressed the
remaining concerns of the Council.
Page 9
Minutes /Edina City Council /June 17, 2014
Jill Valachovic, Dave and Busters, addressed the Council's support for a more restrictive guardian policy on
nights and weekends. She explained its guardian policy in Edina would be that anyone under 18 years of
age must be accompanied by a parent /guardian at least 25 years or older, noting it would create a more
family - friendly environment.
The Council discussed container sizes for alcoholic beverages, i.e. pitchers of beer, beer tubes, etc. Ms.
Valachovic stated the concern of Dave and Busters would be one of competitive disadvantage with similar
facilities. The Council acknowledged that competitive disadvantage was a valid consideration and noted
that Dave and Busters' had a good safety record at its other locations.
Ms. Valachovic explained their house policy to address underage drinking and how that was prevented
even with pitchers or tubes of beer. The Council discussed the request and indicated Dave and Busters
should be treated the same as other like establishment. Member Sprague made a motion to grant
Second Reading adopting Ordinance No. 2014 -8, Amending Chapters 4 and 6 of the Edina City Code
Concerning Alcoholic Beverages and Amusement Devices, as revised to add a minimum distance setback
from residential property. Member Brindle seconded the motion.
Rollcall:
Ayes: Brindle, Sprague, Hovland
Nays: Bennett and Swenson
Motion carried.
VIII. H. RESOLUTION NO. 2014 -66 ADOPTED —ACCEPTING VARIOUS GRANTS AND DONATIONS
Mayor Hovland explained that in order to comply with State Statutes, all donations to the City must be
adopted by Resolution and approved by four favorable votes of the Council accepting the donations.
Member Swenson introduced and moved adoption of Resolution No. 2014 -66 accepting various grants
and donations. Member Bennett seconded the motion.
Rollcall:
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
IX. CORRESPONDENCE AND PETITIONS
IX.A. CORRESPONDENCE
Mayor Hovland acknowledged the Council's receipt of various correspondence.
IX. B. MINUTES:
1. HUMAN RIGHTS & RELATIONS COMMISSION, APRIL 29, 2014
2. PLANNING COMMISSION, MAY 14 AND MAY 28, 2014
3. PARK BOARD, MAY 13, 2014
4. HERITAGE PRESERVATION BOARD, MAY 13, 2014
Informational; no action required.
X. AVIATION NOISE UPDATE— Received
Xl. MAYOR AND COUNCIL COMMENTS — Received
XI.A. CONSIDER PREPARATION OF AN AMENDMENT TO ORDINANCE —DIRECTED
Member Sprague made a motion, seconded by Member Swenson, directing staff to prepare an
ordinance amendment specifying that violation of Edina Code Chapter 26 was a petty misdemeanor.
Ayes: Bennett, Brindle, Sprague, Swenson, Hovland
Motion carried.
Page 10
Minutes /Edina City Council /June 17, 2014
The Council asked the Police Department to coordinate the City's signage and informational campaign with
Transportation Planner Nolan and the ETC's Communication Committee to ensure the public was clearly
informed of the importance of respect for all transportation modes.
XIL MANAGER'S COMMENTS — Received
XIIL ADJOURNMENT
There being no further business on the Council Agenda, Mayor Hovland declared the meeting adjourned at
12:34 a.m.
Respectfully submitted,
Debra A. Mangen, City Clerk
Minutes approved by Edina City Council, July 1, 2014.
James B. Hovland, Mayor
Video Copy of the June 17, 2014, meeting available.
Page 11
MINUTES
OF THE WORK SESSION OF THE
EDINA CITY COUNCIL
HELD AT CITY HALL
JUNE 17, 2014
5:30 P.M.
Mayor Pro Tern Swenson called the meeting to order at 5:37 p.m. in the Community Room of City Hall.
ROLLCALL
Answering rollcall were Members Bennett, Brindle and Mayor Pro Tern Swenson. Mayor Hovland entered
the meeting at 5:39 and Member Sprague entered the meeting at 5:41 p.m.
Staff attending the meeting included: Annie Coyle, City Management Fellow; Lindy Crawford, City
Management Fellow; Jordan Gilgenbach, Communications Coordinator; Karen Kurt, Assistant City Manager;
Debra Mangen, City Clerk; Scott Neal, City Manager
Mayor Pro Tern Swenson stated the purpose of the meeting was to receive a presentation from the City's
consultant, David Beurle, future iQ Partners, on the upcoming visioning process.
COMMUNITY VISION PROCESS INTRODUCTION — FUTURE IQ PARTNERS
Assistant City Manager Kurt introduced, the City's consultant, David Beurle, future iQ Partners. Mr. Beurle
gave background on his firm and the team that would be involved in the Edina Visioning Process. He then
presented the proposed process for the City of Edina visioning project. The process would engage large
numbers of stakeholders in data gathering. The process was based on data and research with high quality input,
using a stratified approach, collecting qualitative and quantitative data. The final product would be an
understandable visual representation of the future. Mr. Beurle outlined the six month process explaining each
of the approximately eight steps involved in developing Edina's vision.
The Council and staff discussed: expectations of the process, the Council's role, communications with the
community, community mapping to engage the various stakeholders especially those with school aged children
and diverse populations. Tentative dates of September 9 and 11, 2014 from 6:00 p.m. until 10:00 p.m. were set
as the date for the initial workshops with the community.
There being no further business, Mayor Hovland adjourned the meeting at 6:58 p.m.
Respectfully submitted,
Minutes approved by Edina City Council, July 1, 2014
Debra A. Mangen, City Clerk
James B. Hovland, Mayor
R55CKR2 LOGIS101
CITY OF EDINA
6/17/2014 12:38:21
Council Check Register by GL
Page - 1
Council
Check Register by Invoice & Summary
6119/2014 -
6/19/2014
Check # Date
Amount
Supplier / Explanation
PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
49 6/19/2014
101355 BELLBOY CORPORATION
496.65
344606
43350000
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
140.95
344608
6435500
58215515
COST OF GOODS SOLD MIX
50TH ST SELLING
249.76
345204
6439100
5862.5515
COST OF GOODS SOLD MIX
VERNON SELLING
85.99
344607
90297000
5822.5515
COST OF GOODS SOLD MIX
50TH ST SELLING
95.23
345202
90339500
5862.5515
COST OF GOODS SOLD MIX
VERNON SELLING
61.28
345203
90339700
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
1,129.86
50 6/1912014
100648 BERTELSON OFFICE PRODUCTS
41.66
OFFICE SUPPLIES
345014
WO- 931287 -1
1170.6406
GENERALSUPPLIES
HUMAN RESOURCES
175.96
OFFICE SUPPLIES
344681
WO- 937382 -1
7410.6513
OFFICE SUPPLIES
PSTF ADMINISTRATION
127.12
OFFICE SUPPLIES
00002176
345011
WO- 938521 -1
5310.6513
OFFICE SUPPLIES
POOL ADMINISTRATION
89.22
OFFICE SUPPLIES
00002176
345011
WO- 938521 -1
5710.6513
OFFICE SUPPLIES
EDINBOROUGH ADMINISTRATION
56.58
CLIPBOARDS
00003058
344680
WO- 938975 -1
1490.6406
GENERALSUPPLIES
PUBLIC HEALTH
236.29
OFFICE SUPPLIES / LINDMAN
00003059
344679
WO- 938981 -1
1400.6513
OFFICE SUPPLIES
POLICE DEPT. GENERAL
10.80
OFFICE SUPPLIES
344678
WO- 939139 -1
1120.6406
GENERALSUPPLIES
ADMINISTRATION
72.28
OFFICE SUPPLIES
344678
WO- 939139 -1
1170.6406
GENERALSUPPLIES
HUMAN RESOURCES
42.60
CLIPBOARDS
345012
WO- 939935 -1
1600.6406
GENERALSUPPLIES
PARKADMIN. GENERAL
70.19
SCISSORS, EASEL PADS
345013
WO- 940222 -1
1600.6406
GENERALSUPPLIES
PARKADMIN. GENERAL
922.70
51 6/1912014
104020 DALCO
353.96
CUSTODIAL SUPPLIES
00001273
345022
2756544
1646.6406
GENERALSUPPLIES
BUILDING MAINTENANCE
353.96
52 6/19/2014
106322 PROSOURCE SUPPLY
819.41
TISSUE, LINER ROLLS, TOWELS
00008066
344806
6769
5511.6511
CLEANING SUPPLIES
ARENA BLDG /GROUNDS
518.35
CAN LINERS, TOWELS, GLOVES
00002157
345076
7059
5720.6511
CLEANING SUPPLIES
EDINBOROUGH OPERATIONS
283.70
TISSUE, CAN LINERS
00002165
345075
7067
5720.6406
GENERALSUPPLIES
EDINBOROUGH OPERATIONS
138.12
HOT CUPS, GLOVES
00002170
345074
7070
5730.6406
GENERALSUPPLIES
EDINBOROUGH CONCESSIONS
596.40
SOAP, LINERS, TISSUE
00002058
344977
7076
5761.6511
CLEANING SUPPLIES
CENTENNIAL LAKES OPERATING
929.45
TISSUE, TOWELS, LINERS
00002058
344976
7091
5761.6511
CLEANING SUPPLIES
CENTENNIAL LAKES OPERATING
3,285.43
53 6119/2014
120627 VISTAR CORPORATION
46.68
CONCESSION PRODUCT
344774
39242977
5520.5510
COST OF GOODS SOLD
ARENA CONCESSIONS
26.01
CONCESSION PRODUCT
345133
39324939
5520.5510
COST OF GOODS SOLD
ARENA CONCESSIONS
118.37
CONCESSION PRODUCT
345134
39412766
5520.5510
COST OF GOODS SOLD
ARENA CONCESSIONS
724.12
CONCESSION PRODUCT
345135
39731385
5520.5510
COST OF GOODS SOLD
ARENA CONCESSIONS
915.18
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by Invoice & Summary
6/19/2014 - 6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
63
6/19/2014
120627 VISTAR CORPORATION
Continued...
383703
6/1912014
133644 A DYNAMIC DOOR CO INC.
1,804.63
RAMP DOOR REPAIRS
345001
21406043
1375.6103
PROFESSIONAL SERVICES
1,804.63
383704
6/1912014
133622 AARP DRIVER SAFETY PROGRAM
280.00
DRIVING COURSE
344777
060514
1628.4392.09
SENIOR SPECIAL EVENTS
280.00
383705
6119/2014
124613 ABM JANITORIAL - NORTH CENTRAL INC.
2,753.75
MAY 2014 SERVICE
345196
6745736
1551.6103
PROFESSIONAL SERVICES
2,753.75
JUNE 2014 SERVICE
345197
6745738
1551.6103
PROFESSIONAL SERVICES
5,507.50
383706
6119/2014
102971 ACE ICE COMPANY
102.00
ICE FOR TASTE OF EDINA
344849
1785885
5842.6406
GENERAL SUPPLIES
48.40
344603
1793177
5822.5515
COST OF GOODS SOLD MIX
119.20
344604
1793647
5862.5515
COST OF GOODS SOLD MIX
99.60
344605
1793648
5842.5515
COST OF GOODS SOLD MIX
62.80
345201
1795132
5842.5515
COST OF GOODS SOLD MIX
104.40
345200
1795133
5862.5515
COST OF GOODS SOLD MIX
112.00
345199
1795467
5862.5515
COST OF GOODS SOLD MIX
92.10
345198
1795468
5842.5515
COST OF GOODS SOLD MIX
740.50
383707
611912014
129468 ACME TOOLS
99.00
BATTERIES 00001147
344948
2661155
5913.6406
GENERAL SUPPLIES
99.00
383708
6/1912014
100617 ADAM'S PEST CONTROL
26.00
PEST CONTROL
344989
885365
5421.6102
CONTRACTUAL SERVICES
28.00
383709
6/19/2014
131688 ADLER, LAURA
18.97
REFRESHMENTS
344949
052714
1263.6106
MEETING EXPENSE
32.48
MILEAGE REIMBURSEMENT
344949
052714
1263.6107
MILEAGE OR ALLOWANCE
51.45
383710
6/19/2014
132133 AFFILIATED MATERIEL SERVICES
179.94
AMBULANCE SUPPLIES 00003794
344667
734320 -00
1470.6510
FIRST AID SUPPLIES
6/17/2014 12:38:21
Page - 2
Business Unit
PARKING RAMP
SENIOR CITIZENS
CITY HALL GENERAL
CITY HALL GENERAL
YORK SELLING
50TH ST SELLING
VERNON SELLING
YORK SELLING
YORK SELLING
VERNON SELLING
VERNON SELLING
YORK SELLING
DISTRIBUTION
GRILL
ENVIRONMENT
ENVIRONMENT
FIRE DEPT. ' RAL
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by Invoice & Summary
6/19/2014 —
6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
383710
6/19/2014
132133 AFFILIATED MATERIEL SERVICES
Continued...
179.94
383711
6119/2014
130792 AIRGAS NATIONAL CARBONATION
367.18
CO2
345002
31458465
5311.6545
CHEMICALS
367.18
383712
611912014
102715 ALLEGRA EDINA
409.27
CAFR PRINTING
344778
104700
1160.6575
PRINTING
409.27
383713
6/19/2014
106991 AL'S COFFEE COMPANY
70.15
COFFEE
345003
34223
5730.5510
COST OF GOODS SOLD
70.15
383714
611912014
100665 AMSAN
31.77
CUSTODIAL PARTS 00001198
344668
311936058
1646.6406
GENERAL SUPPLIES
31.77
383715
6/19/2014
133030 ANCHOR BLOCK COMPANY
108.75
8" MOD DOUBLE ENDS
344669
1- 396289
47083.6710
EQUIPMENT REPLACEMENT
108.75
383716
6/19/2014
134340 ANDERSON, JULIE
50.00
GROUP LESSON CANCELLATION
345138
REFUND
5401.4602
LESSONS
50.00
383717
6/19/2014
119976 AP LAWN
1,455.00
CLEANED OUT SHRUBS /FLOWER BB=2059
344950
CTYED -0514
5765.6103
PROFESSIONAL SERVICES
1,624.75
CLEANED OUT SHRUBS /FLOWER BB =2059
344950
CTYED -0514
5761.6103
PROFESSIONAL SERVICES
3,079.75
383718
6/19/2014
102172 APPERT'S FOODSERVICE
234.52
CONCESSION PRODUCT
345006
405300550
5730.5510
COST OF GOODS SOLD
2,214.18
CONCESSION PRODUCT
345004
406020143
5320.5510
COST OF GOODS SOLD
631.36
FOOD
344990
406060461
5421.5510
COST OF GOODS SOLD
422.40
CONCESSION PRODUCT
345005
406060483
5730.5510
COST OF GOODS SOLD
3,502.46
383719
611912014
102646 AQUA LOGIC INC.
743.27
START -UP CHEMICALS
345007
42213
5311.6545
CHEMICALS
6/17/2014 12:38:21
Page- 3
Business Unit
POOL OPERATION
FINANCE
EDINBOROUGH CONCESSIONS
BUILDING MAINTENANCE
UTLEY PK BATHROOM RENOVATION
GOLF REVENUES
PROMENADE EXPENSES
CENTENNIAL LAKES OPERATING
EDINBOROUGH CONCESSIONS
POOL CONCESSIONS
GRILL
EDINBOROUGH CONCESSIONS
POOL OPERATION
R55CKR2 LOGIS101
CITY OF EDINA
6/17/2014 12:38:21
Council Check Register by GL
Page- 4
Council
Check Register by Invoice & Summary
6/19/2014 - 6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383719
6/19/2014
102646 AQUA LOGIC INC.
Continued...
743.27
383720
6/1912014
123368 ARENA SERVICES AND PRODUCTS
1,656.56
DASHER BOARD CLEANING
344670
2476
5511.6136
PROFESSIONAL SVC - OTHER
ARENA BLDG /GROUNDS
1,656.56
383721
6/19/2014
132031 ARTISAN BEER COMPANY
843.90
344853
53548
5822.5514
COST OF GOODS SOLD BEER
50TH ST SELLING
705.00
344852
54341
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
1,124.00
344851
54342
5862.5514
COST OF GOODS SOLD BEER
VERNON SELLING
50.75
344850
54343
5862.5514
COST OF GOODS SOLD BEER
VERNON SELLING
2,723.65
383722
6/19/2014
102774 ASPEN WASTE SYSTEMS
263.22
1- 14635V 4 WASTE SERVICE
344671
060114
7411.6182
RUBBISH REMOVAL
PSTF OCCUPANCY
263.22
383723
6/19/2014
132408 AUTHENTIC EDGE LLC
1,308.00
COACHING
345139
AE1047
1556.6104
CONFERENCES & SCHOOLS
EMPLOYEE SHARED SERVICES
1,308.00
COACHING FEE
344672
AE1051
1556.6104
CONFERENCES & SCHOOLS
EMPLOYEE SHARED SERVICES
412.25
COACHING SESSION
344673
AE1055
1170.6104
CONFERENCES & SCHOOLS
HUMAN RESOURCES
3,028.25
383724
6/19/2014
101195 AUTO ELECTRIC OF BLOOMINGTON INC.
220.00
ALTERNATOR 00005379
344674
155700
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
220.00
363725
6119/2014
100638 BACHMAN'S
171.91
PLANTS FOR STREETSCAPE 00005326
344675
513202
4091.6406
GENERAL SUPPLIES
GRANDVIEW MAINTENANCE
330.91
MULCH 00006168
344991
514326
5422.6541
PLANTINGS & TREES
MAINT OF COURSE & GROUNDS
113.62
PLANTS FOR STREETSCAPE 00005328
344676
515318
4091.6406
GENERAL SUPPLIES
GRANDVIEW MAINTENANCE
616.44
383726
6/19/2014
129624 BARNA GUZY & STEFFEN LTD
448.00
MAY 2014 SERVICES
345140
132110
1170.61 D3
PROFESSIONAL SERVICES
HUMAN RESOURCES
448.00
383727
6/1912014
100643 BARR ENGINEERING CO.
5,452.00
FEMA REVIEW
345104
23270354.00 -206
5960.6103
PROFESSIONAL SERVICES
ENGINEER SERVICES - STORM
484.50
WATER RESOURCES MAPPING
345105
23271068.00 -1' ""
5924.6103
PROFESSIONAL SERVICES
ENGINEER CES - WATER
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by Invoice & Summary
6/19/2014 - 6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
383727
6/19/2014
100643 BARR ENGINEERING CO.
Continued...
5,936.50
383728
6/19/2014
102196 BATTERIES PLUS
60.95
BATTERY
344779
018- 339327
1553.6530
REPAIR PARTS
60.95
383729
6/19/2014
117379 BENIEK PROPERTY SERVICES INC.
618.19
LAWN CARE
344677
143011
7411.6136
SNOW & LAWN CARE
618.19
383730
6/19/2014
129208 BENJAMIN FRANKLIN PLUMBING
6,650.00
SEWER REPAIR - 6105 YORK
345106
A137685
03483.1705.21
CONSULTING INSPECTION
6,650.00
383731
6/19/2014
127986 BERGMAN, MARGE
55.44
MILEAGE REIMBURSEMENT
344780
061114
1280.6107
MILEAGE OR ALLOWANCE
55.44
383732
6/19/2014
131191 BERNATELLO'S PIZZA INC.
216.00
PIZZA
345010
D28IN2181
5730.5510
COST OF GOODS SOLD
504.00
PIZZA
345008
D28IN2214
5320.5510
COST OF GOODS SOLD
144.00
PIZZA
345009
D28IN2215
5730.5510
COST OF GOODS SOLD
864.00
363733
6/19/2014
125139 BERNICK'S
128.70
CONCESSION PRODUCT
345107
137064
5520.5510
COST OF GOODS SOLD
717.60
344855
140567
5842.5514
COST OF GOODS SOLD BEER
279.48
344854
140568
5822.5514
COST OF GOODS SOLD BEER
1,125.78
383734
6/19/2014
122688 BMK SOLUTIONS
23.55
OFFICE SUPPLIES 00001437
344682
98073
1552.6406
GENERAL SUPPLIES
23.55
383735
6/19/2014
105367 BOUND TREE MEDICAL LLC
238.80
ANTIMICROBIAL WIPES
345015
81401642
5710.6610
SAFETY EQUIPMENT
1,506.08
AMBULANCE SUPPLIES 00003788
344683
81423792
1470.6510
FIRSTAID SUPPLIES
27.24
00003777
344684
81423793
1470.6510
FIRSTAID SUPPLIES
159.45
00003768
344685
81426560
1470.6510
FIRSTAID SUPPLIES
410.90
00003792
344686
81433381
1470.6510
FIRSTAID SUPPLIES
6/17/2014 12:38:21
Page- 5
Business Unit
EQUIPMENT OPERATION GEN
PSTF OCCUPANCY
EDINA TERRACE NHOOD RECON
SUPERVISION & OVERHEAD
EDINBOROUGH CONCESSIONS
POOL CONCESSIONS
EDINBOROUGH CONCESSIONS
ARENA CONCESSIONS
YORK SELLING
BOTH ST SELLING
CENT SVC PW BUILDING
EDINBOROUGH ADMINISTRATION
FIRE DEPT. GENERAL
FIRE DEPT. GENERAL
FIRE DEPT. GENERAL
FIRE DEPT. GENERAL
R55CKR2 LOGIS101
CITY OF EDINA
6/17/2014 12:38:21
Council Check Register by GL
Page - 6
Council
Check Register by Invoice & Summary
6/19/2014 - 6/19/2014
Check # Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
363736 6/19/2014
105367 BOUND TREE MEDICAL LLC
Continued...
703.10
00003793
344687
81435793
1470,6510
FIRSTAID SUPPLIES
FIRE DEPT. GENERAL
2,108.73
00003795
344689
81451162
1470.6510
FIRSTAID SUPPLIES
FIRE DEPT. GENERAL
122.99
00003795
344688
81451163
1470.6510
FIRSTAID SUPPLIES
FIRE DEPT. GENERAL
5,277.29
383736 6/1912014
119351 BOURGET IMPORTS
294.50
344856
120154
5822.5513
COST OF GOODS SOLD WINE
50TH ST SELLING
1,008.98
344857
120186
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
814.50
344609
120188
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
348.50
345205
120273
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
2,466.48
383737 6/1912014
100659 BOYER TRUCK PARTS
78.96
COUPLERS 00005275
345141
847047
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
38.74
INDICATOR 00005372
344690
857806
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
29.88
DIODE
344781
860681
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
147.58
383738 6119/2014
122318 BRAEMAR GOLF COURSE
100.00
9/24 & 9/25 ROOM RENTAL
345142
DEPOSIT
5510.6136
PROFESSIONAL SVC - OTHER
ARENAADMINISTRATION
100.00
383739 6/19/2014
100664 BRAUN INTERTEC
822.31
CONSTRUCTION MATERIALS TESTING
345109
B000322
01408.1705.21
CONSULTING INSPECTION
WARDEN AVE
822.32
CONSTRUCTION MATERIALS TESTING
345109
B000322
01407.1705.21
CONSULTING INSPECTION
HAWKES NHOOD RECON
1,644.62
CONSTRUCTION MATERIALS TESTING
345109
B000322
01409.1705.21
CONSULTING INSPECTION
WALNUT RIDGE NHOOD RECON
1,860.50
OLINGER BLVD MILL & OVERLAY
345108
8000411
01423.1705.20
CONSULTING DESIGN
OLINGER BLVD M &O
605.25
CONCRETE TESTING
345111
8000473
10098.1705.21
CONSULTING INSPECTION
BR8 78TH STREET BRIDGE REHAB
605.25
CONCRETE TESTING
345111
8000473
10099.1705.21
CONSULTING INSPECTION
BR9 GUS YOUNG BRIDGE REHAB
402.00
CONSTRUCTION MATERIALS TESTING
345110
8000633
01411.1705.21
CONSULTING INSPECTION
EDINA TERRACE NHOOD RECON
455.25
CONCRETE TESTING
345016
8000750
47083.6710
EQUIPMENT REPLACEMENT
UTLEY PK BATHROOM RENOVATION
7,217.50
383740 6/1912014
134344 BRAY, ALISON
289.00
ART CLASS REFUND
345143
REFUND
5101.4607
CLASS REGISTRATION
ART CENTER REVENUES
289.00
383741 6/1912014
131337 BREMER BANK
880.66
REVENUE BOND SERIES 20128
344826
061114
3301.8220
INTEREST BONDS
FIR DS REVENUES
880.66
R55CKR2 LOGIS101
CITY OF EDINA
100678 CARLSON PRINTING CO.
6/17/2014 12:38:21
Council Check Register by GL
Page- 7
344951
00100886
Council Check Register by Invoice & Summary
271.00
6/19/2014 - 6/19/2014
383746 6/19/2014
Check # Date Amount
Supplier / Explanation
PO # Doc No Inv No Account No
Subledger Account Description
Business Unit
383741 611912014
131337 BREMER BANK
CEMENTTOOLS 00001074
Continued...
1352681
383742 6/19/2014
121118 BRUESKE, JEFF
200.00
CL PERFORMANCE 6/24/14
344943 060114 5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
200.00
383743 6/19/2014
1,061.24
1,061.24
383744 6/19/2014
457.35
37.10
205.00
6,835.10
460.00
AV 7r
132114 BURNETT, JASON
REVENUE BOND SERIES 2012A
119455 CAPITOL BEVERAGE SALES
344827 061114
344611 340832
344610 345075
344860 345210
344859 345211
344612 346072
344858 349579
345206 350720
383745 6119/2014
100678 CARLSON PRINTING CO.
271.00
CLUBHOUSE BROCHURES
344951
00100886
271.00
383746 6/19/2014
101616 CEMSTONE PRODUCTS CO.
128.58
CEMENTTOOLS 00001074
344691
1352681
128.58
383747 611912014
117433 CENTURY FENCE CO.
16,139.70
BIKE PATH RESTRIPING 00002549
345112
3334 -Z
16,139.70
383748 6119/2014
123898 CENTURYLINK
590.02
612 E01 -0426
345020
0426 -6/14
104.93
612 E23 -0652 GV -911
345144
0652 -6/14
58.82
952 835 -1161
345018
1161 -6/14
205.51
952 835 -6661
345017
6661 -6/14
590.02
612 E12 -6797
345019
6797 -6/14
1,549.30
383749 6119/2014
100685 CITY OF EDEN PRAIRIE
3301.8220
5822.5514
5822.5515
5822.5514
5842.5514
5842.5514
5842.5515
5822.5514
5760.6575
1301.6556
01254.1705.30
1554.6168
2310.6406
5720.6188
1552.6188
1554.6188
INTEREST BONDS PIR DS REVENUES
COST OF GOODS SOLD BEER
COST OF GOODS SOLD MIX
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD MIX
COST OF GOODS SOLD BEER
PRINTING
TOOLS
CONTRACTOR PAYMENTS
TELEPHONE
GENERAL SUPPLIES
TELEPHONE
TELEPHONE
TELEPHONE
50TH ST SELLING
50TH ST SELLING
50TH ST SELLING
YORK SELLING
YORK SELLING
YORK SELLING
50TH ST SELLING
CENTENNIAL LAKES ADMIN EXPENSE
GENERAL MAINTENANCE
A254 W70THST & METRO BLVD BIKE
CENT SERV GEN - MIS
E911
EDINBOROUGH OPERATIONS
CENT SVC PW BUILDING
CENT SERV GEN - MIS
R55CKR2 LOGIS101
CITY OFEDINA
6/17/201412:38:21
Council Check Register by GL
Page - 8
Council
Check Register by Invoice & Summary
6/19/2014 -
6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383749
6/1912014
100685 CITY OF EDEN PRAIRIE
Continued...
150.00
CL PERFORMANCE 6/25/14
344944
060114
5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
150.00
383750
611912014
120433 COMCAST
18.06
8772 10 614 0161120
344782
161120 -5/14
5510.6103
PROFESSIONAL SERVICES
ARENA ADMINISTRATION
29.01
8772 10 614 0220686
345021
220686 -6/14
5710.6105
DUES & SUBSCRIPTIONS
EDIN BOROUGH ADMINISTRATION
47.07
383751
6/1912014
101329 CONSTRUCTION MATERIALS INC.
52.56
REBAR 00001162
344692
0110275 -IN
47083.6710
EQUIPMENT REPLACEMENT
UTLEY PK BATHROOM RENOVATION
52.56
383752
6/19/2014
100695 CONTINENTAL CLAY CO.
753.73
CERAMIC SUPPLIES 00009334
344992
INV000088287
5110.6564
CRAFT SUPPLIES
ART CENTER ADMINISTRATION
753.73
383753
6/19/2014
100699 CULLIGAN BOTTLED WATER
20.48
114 - 09855685 -4
344693
5/2014
7411.6406
GENERAL SUPPLIES
PSTF OCCUPANCY
20.48
383754
6/19/2014
100701 CUSHMAN MOTOR CO. INC,
220.00
SPRING TINE REPLACEMENTS 00001269
344952
163312
1642.6103
PROFESSIONAL SERVICES
FIELD MAINTENANCE
220.00
383755
6/19/2014
130169 CUSTOM BUSINESS FORMS
848.07
SR NEWSLETTER
344694
298050
1628.6575
PRINTING
SENIOR CITIZENS
848.07
383756
6/1912014
133169 DAIKIN APPLIED
780.38
INSTALL VENT LIMITERS
344695
3009235
5511.6136
PROFESSIONAL SVC - OTHER
ARENA BLDG /GROUNDS
780.38
383757
6/19/2014
102478 DAY DISTRIBUTING CO.
1,219.85
344614
754677
5822.5514
COST OF GOODS SOLD BEER
50TH ST SELLING
60.00
344613
754678
5822.5515
COST OF GOODS SOLD MIX
50TH ST SELLING
1,082.10
344861
755674
5862.5514
COST OF GOODS SOLD BEER
VERNON SELLING
49.20
344862
755675
5822.5515
COST OF GOODS SOLD MIX
50TH ST SELLING
834.20
344863
755676
5822.5514
COST OF GOODS SOLD BEER
50TH ST SELLING
4,907.80
344864
755677
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
8,153.15
R55CKR2 LOGIS101
70.65
CITY OF EDINA
509183
5421.5510
222.71
Council Check Register by GL
383761
Council
Check Register by Invoice & Summary
101349 DEPARTMENT OF NATURAL
RESOURCES
6/19/2014 — 6/19/2014
375.00
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No Account No
Subledger Account Description
383767
6/1912014
102478 DAY DISTRIBUTING CO.
Continued...
383758
6/19/2014
102531 DEX MEDIA EAST INC.
131661 DELANEY CONSULTING LLC
4,400.00
CONSULTING & TRAINING
344993
1303 5410.6103
PROFESSIONAL SERVICES
4,400.00
101.75
383759
6/19/2014
383763
100718 DELEGARD TOOL CO.
100571 DIAMOND VOGEL PAINTS
114.22
THERMOMETER, STYLUS 00005307
344783
909851 1553.6556
TOOLS
344696
802152852
82.95
MACHINIST SCRIBES 00005311
345024
911087 1553.6556
TOOLS
114.70
HAMERS 00005311
345023
911112 1553.6556
TOOLS
123162 DISH
311.87
383760
6/1912014
8255 7070 8142 2639
100720 DEN NYS 5TH AVE. BAKERY
060414
7411.6406
81.86
344995
508758 5421.5510
COST OF GOODS SOLD
383765
70.20
BAKERY
344994
508759 5421 5510
COST OF GOODS SOLD
COST OF GOODS SOLD
PROFESSIONAL SERVICES
ADVERTISING OTHER
SIGNS & POSTS
GENERALSUPPLIES
CONSULTING DESIGN
6/17/2014 12:38:21
Page- 9
Business Unit
GOLF ADMINISTRATION
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
GRILL
GRILL
GRILL
MILLPOND LK VEGETATION CONTROL
CENTENNIAL LAKES ADMIN EXPENSE
PAVEMENT MARKINGS
PSTF OCCUPANCY
P23 50TH &FR PARKING&WAYFI N DING
PROFESSIONAL SERV - LEGAL SOUTHDALE 2 TIF DISTRICT
PROFESSIONAL SERV - LEGAL CENTENNIAL TIF DISTRICT
70.65
344996
509183
5421.5510
222.71
383761
6/1912014
101349 DEPARTMENT OF NATURAL
RESOURCES
375.00
CONTROL AQUATIC PLANTS
344953
2014 PERMIT
5938.6103
375.00
383762
6119/2014
102531 DEX MEDIA EAST INC.
101.75
344954
651972955 -5/14
5760.6122
101.75
383763
6119/2014
100571 DIAMOND VOGEL PAINTS
1,558.50
ROAD PAINT 00001226
344696
802152852
1335.6531
1,558.50
383764
6119/2014
123162 DISH
53.47
8255 7070 8142 2639
344697
060414
7411.6406
53.47
383765
6119/2014
129167 DO- GOOD.BIZ INC
177.80
PARKING IMPROVEMENT FLYERS
345145
6386 -01
44012.1705.20
177.80
383766
6/19/2014
100730 DORSEY & WHITNEY LLP
16,145.25
TAX INCREMENT LEGISLATION
345146
1947325
9238.6131
1,040.00
HOOTER LEGAL - FINAL
345147
1949292
9232.6131
COST OF GOODS SOLD
PROFESSIONAL SERVICES
ADVERTISING OTHER
SIGNS & POSTS
GENERALSUPPLIES
CONSULTING DESIGN
6/17/2014 12:38:21
Page- 9
Business Unit
GOLF ADMINISTRATION
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
GRILL
GRILL
GRILL
MILLPOND LK VEGETATION CONTROL
CENTENNIAL LAKES ADMIN EXPENSE
PAVEMENT MARKINGS
PSTF OCCUPANCY
P23 50TH &FR PARKING&WAYFI N DING
PROFESSIONAL SERV - LEGAL SOUTHDALE 2 TIF DISTRICT
PROFESSIONAL SERV - LEGAL CENTENNIAL TIF DISTRICT
R55CKR2 LOGIS101
CITY OF EDINA
6/17/2014 12:38:21
Council Check Register by GL
Page- 10
Council
Check Register by Invoice & Summary
6/19/2014 - 6/19/2014
Check # Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383766 6/19/2014
100730 DORSEY & WHITNEY LLP
Continued...
37,287.36
PENTAGON PK REDEVELOPMENT
345149
1949293
9240.6131
PROFESSIONAL SERV - LEGAL
PENTAGON PARK DISTRICT
10,064.00
TAX INCREMENT LEGISLATION
345148
1949402
9238.6131
PROFESSIONAL SERV - LEGAL
SOUTHDALE 2 TIF DISTRICT
64,536.61
383767 6/19/2014
100731 DPC INDUSTRIES INC.
437.38
CAUSTIC SODA
345113
827000848 -14
5311.6545
CHEMICALS
POOL OPERATION
437.38
383768 6/19/2014
120696 DRAPER, LAURENE
63.26
DRY ERASE BOARD
345150
REIMBURSE
1400.6406
GENERAL SUPPLIES
POLICE DEPT. GENERAL
63.26
383769 6/19/2014
100737 E. H. RENNER & SONS
10,928.00
EMERGENCY REPAIR -WELL 13 00001150
344955
137540000
5913.6103
PROFESSIONAL SERVICES
DISTRIBUTION
10,928.00
383770 6/1912014
100740 EARL F. ANDERSEN INC.
339.00
SIGN POSTS 00001870
344956
0104468 -IN
1647.6103
PROFESSIONAL SERVICES
PATHS & HARD SURFACE
444.50
SIGN POST STABILIZERS 00001045
344698
0104907 -IN
1325.6531
SIGNS & POSTS
STREET NAME SIGNS
783.50
383771 6/19/2014
132810 ECM PUBLISHERS INC.
300.00
EDINA ART CENTER AD
344699
105818
5110.6122
ADVERTISING OTHER
ART CENTER ADMINISTRATION
300.00
AQUATIC CENTER AD
345025
105819
5310.6122
ADVERTISING OTHER
POOL ADMINISTRATION
320.00
AQUATIC SUMMER PASSES AD
345026
107964
5310.6122
ADVERTISING OTHER
POOL ADMINISTRATION
53.20
PUBLISH NOTICE
344958
108864
1185.6120
ADVERTISING LEGAL
LICENSING, PERMITS & RECORDS
320.00
AQUATIC SUMMER PASSES AD
345027
110154
5310.6122
ADVERTISING OTHER
POOL ADMINISTRATION
929.86
EDINA LIQUOR AD
344957
110260
5862.6122
ADVERTISING OTHER
VERNON SELLING
929.87
EDINA LIQUOR AD
344957
110260
5822.6122
ADVERTISING OTHER
50TH ST SELLING
929.87
EDINA LIQUOR AD
344957
110260
5842.6122
ADVERTISING OTHER
YORK SELLING
4,082.80
383772 6/19/2014
122387 ECOLAB
1,163.92
CLEANING CADDY
345028
5251540
5311.6511
CLEANING SUPPLIES
POOL OPERATION
1,163.92
383773 6/19/2014
124503 EDEN PRAIRIE WINLECTRIC CO.
93.84
UNDERGROUND WIRE 00001221
344700
10953800
1322.6406
GENERAL SUPPLIES
STREET LIGHTING ORNAMENTAL
93.84
R55CKR2 LOGIS101
CITY OF EDINA
6/17/2014 12:38:21
Council Check Register by GL
Page- 11
Council
Check Register by Invoice & Summary
6/19/2014 -
6/19/2014
Check # Date
Amount
Supplier / Explanation
PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383774 6/19/2014
103594 EDINALARM INC.
Continued..,
399.07
ALARM MONITORING
344998
88773
5210.6250
ALARM SERVICE
GOLF DOME PROGRAM
436.05
ALARM MONITORING
344997
88866
5420.6250
ALARM SERVICE
CLUB HOUSE
835.12
383775 6/19/2014
100049 EHLERS
410.00
50 1FRANCE P -23 IMPROVEMENT
345153
348283
9232.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL TIF DISTRICT
7,021.25
PENTAGON PK TIF PLANNING
345154
348284
9240.6131
PROFESSIONAL SERV - LEGAL
PENTAGON PARK DISTRICT
307.50
TIF SPECIAL LEGISLATION
345152
348285
9238.6136
PROFESSIONAL SVC - OTHER
SOUTHDALE 2 TIF DISTRICT
307.50
TIF CALCULATIONS
345151
348286
9232.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL TIF DISTRICT
6,046.25
383776 6119/2014
100747 ELSMORE SWIM SHOP
3,150.35
LIFEGUARD SUITS
345029
95838
5311.6201
LAUNDRY
POOL OPERATION
3,150.35
383777 6/19/2014
100018 EXPERTTBILLING
6,837.00
MAY 2014 BILLINGS
344701
1407
1470.6103
PROFESSIONAL SERVICES
FIRE DEPT. GENERAL
6,837.00
383778 6119/2014
104195 EXTREME BEVERAGE LLC.
33.50
344615
259 -1165
5822.5515
COST OF GOODS SOLD MIX
50TH ST SELLING
33.50
383779 6/19/2014
100146 FACTORY MOTOR PARTS COMPANY
102.88
ROTOR ASSEMBLIES
344786
1- 4458107
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
40.06
DEL 8 -2289
345030
1- 4462697
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
201.76
SUPER DUTY PADS, ROTORS
344785
69- 140525
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
152.32
SUPER DUTY PADS, ROTORS
344787
69- 141197
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
19.03
BEAM W SPOILER
345031
69- 141344
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
49.44
MTC MM929
344702
75- 127819
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
565.49
383780 6/19/2014
106035 FASTENAL COMPANY
7.83
BOLTS
00005103
344703
MNTC2123781
1301.6406
GENERAL SUPPLIES
GENERAL MAINTENANCE
67.51
TRUBOLTS
00001043
344704
MNTC2123897
1375.6406
GENERAL SUPPLIES
PARKING RAMP
270.04
TRUBOLTS
00001043
344705
MNTC2123979
1375.6406
GENERALSUPPLIES
PARKING RAMP
26.52
NUTS, BOLTS
00001196
345032
MNTC2124373
5311.6406
GENERAL SUPPLIES
POOL OPERATION
14.91
RAMSET
00001196
345033
MNTC2124392
5311.6406
GENERAL SUPPLIES
POOL OPERATION
386.81
R55CKR2 LOGIS101
344865
9019
CITY OF EDINA
45.00
383788 6/19/2014
Council Check Register by GL
67.46
SHOES
Council
Check Register by Invoice & Summary
5440.5511
70.17
SHRITS
345157
5628777
5440.5511
6/19/2014 - 6/19/2014
SHOES
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No Account No
Subledger Account Description
383781
6/19/2014
126725 FORTNER, NOLA
102003 FASTSIGNS BLOOMINGTON
Continued...
ART WORK SOLD
344960
462.35
MENU BOARD MAGNETS
345034
190 -66200 5320.6406
GENERALSUPPLIES
462.35
134216 FRISCHE, HELENE
383782
6/19/2014
344828
100756 FEDEX
1600.4390.29
29.98
SHIPPING CHARGES
344706
2- 668 -45396 1170.6406
GENERAL SUPPLIES
29.98
383783
6/19/2014
126004 FERGUSON WATERWORKS
3,679.11
METERS 00001152
344959
0083823 5917.6530
REPAIR PARTS
3,679.11
383784
6/19/2014
120831 FIRST SCRIBE INC.
425.00
ROWAY
345114
2462902 1263.6103
PROFESSIONAL SERVICES
425.00
383785
6/1912014
133685 FISCHER MINING LLC
424.65
FILL SAND 00001203
344708
10914 5939.6406
GENERAL SUPPLIES
833.76
FILL SAND 00001215
344707
10942 5939.6406
GENERAL SUPPLIES
1,258.41
383786
6/1912014
132866 FLAGSHIP RECREATION LLC
561.95
PLAYGROUND PARTS
344709
F3089 1646.6530
REPAIR PARTS
561.95
383787
6119/2014
129500 FLAT EARTH BREWING CO.
45.00
344865
9019
5862.5514
45.00
383788 6/19/2014
101475 FOOTJOY
67.46
SHOES
345155
5625089
5440.5511
70.17
SHRITS
345157
5628777
5440.5511
80.68
SHOES
345156
5631933
5440.5511
218.31
383789 6119/2014
126725 FORTNER, NOLA
32.83
ART WORK SOLD
344960
060514
5101.4413
32.83
383790 6/19/2014
134216 FRISCHE, HELENE
190.00
PROGRAM CANCELLATION
344828
REFUND
1600.4390.29
6/17/2014 12:38:21
Page- 12
Business Unit
POOL CONCESSIONS
HUMAN RESOURCES
METER REPAIR
ENVIRONMENT
STORM SEWER SPECIAL PROJECTS
STORM SEWER SPECIAL PROJECTS
BUILDING MAINTENANCE
COST OF GOODS SOLD BEER VERNON SELLING
COST OF GOODS - PRO SHOP PRO SHOP RETAIL SALES
COST OF GOODS - PRO SHOP PRO SHOP RETAIL SALES
COST OF GOODS - PRO SHOP PRO SHOP RETAIL SALES
ART WORK SOLD
HIGHLANDS EXPLORERS
ART CENTER REVENUES
PARKADMIN :RAL
R55CKR2 LOGIS101
60.68
344829
CITY OF EDINA
761.77
Council Check Register by GL
100768 GARTNER REFRIGERATION & MFG
INC
Council
Check Register by Invoice & Summary
REPLACE MIST ELIMINATORS
344710
44883
4,358.00
6119/2014 - 6/19/2014
Check # Date
Amount
Supplier / Explanation
PO # Doc No
Inv No Account No
Subledger Account Description
383790 6119/2014
262.81
134216 FRISCHE, HELENE
345158
40617221
Continued...
262.81
190.00
383794 6/1912014
383791 6119/2014
100764 G & K SERVICES
161.85
PARTS
344788
053114
48.04
22.69
344829
053114 1646.6201
LAUNDRY
98.46
344829
053114 1646.6201
LAUNDRY
136.78
344829
053114 1552.6511
CLEANING SUPPLIES
PAVEMENT CONDITION SURVEY
187.40
1801
344829
053114 1553.6201
LAUNDRY
210.90
383796 6/19/2014
344829
053114 1301.6201
LAUNDRY
1931
99.66
344829
053114 5511 6201
5893793
5913.6201
450002.6710
5440.5511
1553.6530
5422.6530
1261.6103
7413.6406
4090.6406
4090.6406
1375.6406
5913.6406
1646.6610
1552.6406
LAUNDRY
LAUNDRY
6/17/2014 12:38:21
Page - 13
Business Unit
BUILDING MAINTENANCE
BUILDING MAINTENANCE
CENT SVC PW BUILDING
EQUIPMENT OPERATION GEN
GENERAL MAINTENANCE
ARENA BLDG /GROUNDS
DISTRIBUTION
EQUIPMENT REPLACEMENT SOUTH ARENA MIST ELIMINATORS
COST OF GOODS - PRO SHOP PRO SHOP RETAIL SALES
REPAIR PARTS
REPAIR PARTS
EQUIPMENT OPERATION GEN
MAINT OF COURSE & GROUNDS
PROFESSIONAL SERVICES CONSTRUCTION MANAGEMENT
GENERALSUPPLIES
GENERALSUPPLIES
GENERALSUPPLIES
GENERALSUPPLIES
GENERALSUPPLIES
SAFETY EQUIPMENT
GENERALSUPPLIES
PSTF FIRE TOWER
50TH &FRANCE MAINTENANCE
50TH &FRANCE MAINTENANCE
PARKING RAMP
DISTRIBUTION
BUILDING MAINTENANCE
CENT SVC PW BUILDING
60.68
344829
053114
761.77
383792 611912014
100768 GARTNER REFRIGERATION & MFG
INC
4,358.00
REPLACE MIST ELIMINATORS
344710
44883
4,358.00
383793 6/19/2014
101931 GEAR FOR SPORTS
262.81
MERCHANDISE
345158
40617221
262.81
383794 6/1912014
100920 GENUINE PARTS COMPANY- MINNEAPOLIS
161.85
PARTS
344788
053114
22.69
PARTS
344788
053114
184.54
383796 6/1912014
124471 GOODPOINTE TECHNOLOGY INC.
3,993.20
PAVEMENT CONDITION SURVEY
345115
1801
3,993.20
383796 6/19/2014
134210 GOPHER BEARING
99.66
BALL BEARINGS
344711
5893793
99.66
383797 6/1912014
101103 GRAINGER
370.56
WARNING TAPE 00005115
344712
9435072567
743.54
CIGARETTE RECEPTACLES 00005316
344713
9442045598
120.10
HOSE CLAMPS 00001165
344714
9445801716
48.02
TARP, FITTINGS 00005323
344715
9454998114
47.52
GLOVES 00001222
344716
9455454034
197.70
PAPER PLATES 00005324
344721
9456135251
5913.6201
450002.6710
5440.5511
1553.6530
5422.6530
1261.6103
7413.6406
4090.6406
4090.6406
1375.6406
5913.6406
1646.6610
1552.6406
LAUNDRY
LAUNDRY
6/17/2014 12:38:21
Page - 13
Business Unit
BUILDING MAINTENANCE
BUILDING MAINTENANCE
CENT SVC PW BUILDING
EQUIPMENT OPERATION GEN
GENERAL MAINTENANCE
ARENA BLDG /GROUNDS
DISTRIBUTION
EQUIPMENT REPLACEMENT SOUTH ARENA MIST ELIMINATORS
COST OF GOODS - PRO SHOP PRO SHOP RETAIL SALES
REPAIR PARTS
REPAIR PARTS
EQUIPMENT OPERATION GEN
MAINT OF COURSE & GROUNDS
PROFESSIONAL SERVICES CONSTRUCTION MANAGEMENT
GENERALSUPPLIES
GENERALSUPPLIES
GENERALSUPPLIES
GENERALSUPPLIES
GENERALSUPPLIES
SAFETY EQUIPMENT
GENERALSUPPLIES
PSTF FIRE TOWER
50TH &FRANCE MAINTENANCE
50TH &FRANCE MAINTENANCE
PARKING RAMP
DISTRIBUTION
BUILDING MAINTENANCE
CENT SVC PW BUILDING
R55CKR2 LOGIS101
134215 HANSEN, MAHSA
CITY OF
EDINA
PLAYGROUND PROGRAM REFUND
344830
REFUND
1600.4390.29
HIGHLANDS EXPLORERS
Council Check Register by GL
Council
Check Register by Invoice & Summary
102618 HARDWOOD CREEK LUMBER INC
6/19/2014 -
6/19/2014
Check # Date
Amount
Supplier / Explanation
PO #
Doc No
Inv No
Account No
383797 6/1912014
01415.1705.31
101103 GRAINGER
279.89
LATHS & HUBS
345116
9609
01413.1705.31
200.20
QUICK COUPLER BODIES
00005305
344717
9456638387
1553.6530
MATERIALS /SUPPLIES
98.40
COUPLERS, PLUGS
00005305
344718
9456889501
1553.6530
383802 6/19/2014
582.00
GLOVES
00001143
344719
9457565837
5921.6406
CHLORINE
732.92
SAFETY RAILS
5311.6545
344722
9457951060
7413.6406
345039
121.44
SAFETY GLASSES
00001222
344961
9457959071
1646.6610
3605019
54.16
DISCONNECTS, GLOVES, BATTERIESOO1236
8,839.10
344720
9457959089
1330.6530
72.30
SAFETY GLASSES
344723
9458799302
7414.6406
565.65
PUMP FOR PLUNGE POOL
00002150
345036
9459140837
5311.6406
56.49
CAPACITOR
00001242
344962
9459140845
5934.6406
193.24
COUPLER BODIES
00005305
344789
9459140852
1553.6530
200.20-
CREDIT
00005305
345037
9459832649
1553.6530
11.04
ANCHOR SCREENS
345035
9460122436
1551.6406
4,015.08
383798 6/1912014
102217 GRAPE BEGINNINGS INC
98.25
344866
167351
5862.5513
573.50
344868
167967
5822.5513
493.50
344867
167969
5862.5513
Subledger Account Description
Continued...
REPAIR PARTS
REPAIR PARTS
GENERALSUPPLIES
GENERALSUPPLIES
SAFETY EQUIPMENT
REPAIR PARTS
GENERALSUPPLIES
GENERALSUPPLIES
GENERALSUPPLIES
REPAIR PARTS
REPAIR PARTS
GENERALSUPPLIES
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
1,165.25
383799 6/19/2014 101964 GUSTAVE A. LARSON CO.
46.16 COMPRESSOR PARTS 00001166 344724 BLM0168328 7411.6530 REPAIR PARTS
46.16
383800 6/1912014
134215 HANSEN, MAHSA
133.00
PLAYGROUND PROGRAM REFUND
344830
REFUND
1600.4390.29
HIGHLANDS EXPLORERS
133.00
383801 6/19/2014
102618 HARDWOOD CREEK LUMBER INC
138.95
LATHS & HUBS
345116
9609
01414.1705.31
MATERIALS /SUPPLIES
140.94
LATHS & HUBS
345116
9609
01415.1705.31
MATERIALS /SUPPLIES
279.89
LATHS & HUBS
345116
9609
01413.1705.31
MATERIALS /SUPPLIES
559.78
LATHS & HUBS
345116
9609
01412.1705.31
MATERIALS /SUPPLIES
1,119.56
383802 6/19/2014
100797 HAWKINS INC.
724.55
CHLORINE
345040
3599788
5311.6545
CHEMICALS
5,935.82
CHEMICALS 00001246
345039
3605014
5915.6586
WATER TREATMENT SUPPLIES
2,178.73
CHEMICALS 00001246
345038
3605019
5915.6586
WATER TREATMENT SUPPLIES
8,839.10
6/17/2014 12:38:21
Page - 14
Business Unit
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
SANITARY LIFT STATION MAINT
PSTF FIRE TOWER
BUILDING MAINTENANCE
TRAFFIC SIGNALS
PUBLIC PROGRAMS
POOL OPERATION
STORM LIFT STATION MAINT
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
CITY HALL GENERAL
VERNON SELLING
50TH ST SELLING
VERNON SELLING
PSTF OCCUPANCY
PARK ADMIN. GENERAL
HOLLANDS NHOOD RECON
HYDE PARK NHOOD RECON
EDINA HIGHLANDS LAKESIDE RECON
GLEN VIEWADDITION NHOOD RECON
POOL OPERATION
WATER TREATMENT
WATER TREATMENT
R55CKR2 LOGIS101
6/19/2014
COST OF GOODS SOLD BEER
116680 HEWLETT - PACKARD COMPANY
CITY OF EDINA
VERNON SELLING
COST OF GOODS SOLD BEER
50TH ST SELLING
COST OF GOODS SOLD BEER
4,388.09
REPLACEMENT PCS 00004324
Council Check Register by GL
54400717
1554.6710
4,388.09
Council
Check Register by Invoice & Summary
383807
6/19/2014
103763 HILLYARD INC -MINNEAPOLIS
6/19/2014 - 6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No Account No
Subledger Account Description
383802
6/1912014
100797 HAWKINS INC.
Continued...
383803
6/19/2014
6/1912014
116838 HAYES INSTRUMENT CO INC
101271 HINDING, CHRIS
187.79
SURVEY SUPPLIES 00002613
345117
672508 1261.6406
GENERAL SUPPLIES
5760.6136
187.79
150.00
383804
6/19/2014
6/19/2014
100012 HD SUPPLY WATERWORKS LTD
134345 HOFIUS, CLAIRE
79.76
GV TOP SECTION 00001206
344725
C470554 5913.6406
GENERAL SUPPLIES
1263.6406
545.22
CS PARTS 00001151
344963
C491174 5913.6406
GENERAL SUPPLIES
383810
624.98
104375 HOHENSTEINS INC.
383805
6/19/2014
101209 HEIMARK FOODS
344616
705423
5822.5514
177.12
MEAT PATTIES
344999
025184 5421.5510
COST OF GOODS SOLD
5862.5514
177.12
56.00
345000
025195 5421.5510
COST OF GOODS SOLD
383806
6/19/2014
COST OF GOODS SOLD BEER
116680 HEWLETT - PACKARD COMPANY
COST OF GOODS SOLD MIX
VERNON SELLING
COST OF GOODS SOLD BEER
50TH ST SELLING
COST OF GOODS SOLD BEER
4,388.09
REPLACEMENT PCS 00004324
344964
54400717
1554.6710
4,388.09
383807
6/19/2014
103763 HILLYARD INC -MINNEAPOLIS
233.22
SOAP, SANITIZER 00002174
345041
601172188
5720.6406
233.22
383808
6/1912014
101271 HINDING, CHRIS
150.00
CL PERFORMANCE 6/26/14
344942
060114
5760.6136
150.00
383809
6/19/2014
134345 HOFIUS, CLAIRE
19.97
STEEL TOE BOOTS
345159
REIMBURSE
1263.6406
19.97
383810
6/19/2014
104375 HOHENSTEINS INC.
434.00
344616
705423
5822.5514
529.00
344871
706605
5862.5514
56.00
344869
706606
5862.5515
490.00
344870
706610
5622.5514
947.75
344872
706987
5842.5514
2,456.75
383811
6119/2014
102044 HOISINGTON KOEGLER GROUP INC.
6/17/2014 12:38:21
Page- 15
Business Unit
CONSTRUCTION MANAGEMENT
DISTRIBUTION
DISTRIBUTION
GRILL
GRILL
EQUIPMENT REPLACEMENT CENT SERV GEN - MIS
GENERAL SUPPLIES EDINBOROUGH OPERATIONS
PROFESSIONAL SVC - OTHER CENTENNIAL LAKES ADMIN EXPENSE
GENERALSUPPLIES ENVIRONMENT
COST OF GOODS SOLD BEER
50TH ST SELLING
COST OF GOODS SOLD BEER
VERNON SELLING
COST OF GOODS SOLD MIX
VERNON SELLING
COST OF GOODS SOLD BEER
50TH ST SELLING
COST OF GOODS SOLD BEER
YORK SELLING
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by Invoice & Summary
6/19/2014 -
6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
383811
611912014
102044 HOISINGTON KOEGLER GROUP INC.
Continued...
716.96
CONSTRUCTION ADMIN
344831
012- 042 -17
47078.6710
EQUIPMENT REPLACEMENT
716.96
383812
6/19/2014
126816 HOME DEPOT CREDIT SERVICES
21.50
PW / ENG SUPPLIES
344726
051314
1318.6406
GENERAL SUPPLIES
77.39
PW/ ENG SUPPLIES
344726
051314
1314.6406
GENERAL SUPPLIES
149.50
PW /ENG SUPPLIES
344726
051314
1261.6406
GENERALSUPPLIES
214.48
PW / ENG SUPPLIES
344726
051314
5932.6556
TOOLS
462.87
383813
6/1912014
103302 HONEYWELL CONCERT BAND
150.00
CL PERFORMANCE 6/29/14
344946
060114
5760.6136
PROFESSIONAL SVC - OTHER
150.00
383814
6/19/2014
134221 HONG, NGHY
45.00
SKATING LESSONS REFUND
344832
061014
5501.4607
CLASS REGISTRATION
45.00
383815
6119/2014
100417 HORIZON COMMERCIAL POOL SUPPLY
49.77
ALGAECIDE 00002169
345042
140520054
5720.6545
CHEMICALS
3,850.00
ZERO DEPTH POOL PAINTING
345043
J14050712
5311.6532
PAINT
3,899.77
383816
6/19/2014
100808 HORWATH, THOMAS
430.08
MILEAGE REIMBURSEMENT
344965
061214
1644.6107
MILEAGE OR ALLOWANCE
430.08
383817
6/19/2014
131544 INDEED BREWING COMPANY
345.00
345207
20241
5862.5514
COST OF GOODS SOLD BEER
360.00
344873
20285
5842.5514
COST OF GOODS SOLD BEER
705.00
383818
6/19/2014
104696 INT'L SECURITY PRODUCTS
54.00
FENCING TIES 00001279
345044
3042591
1642.6406
GENERAL SUPPLIES
54.00
383819
6/19/2014
126031 J.S. PALUCH COMPANY INC.
36.20
BRAEMAR GOLF COURSE AD
345045
1225394 -5/14
5410.6122
ADVERTISING OTHER
36.20
6/17/2014 12:38:21
Page - 16
Business Unit
COUNTRYSIDE PK PLAYGROUND &PATE
SNOW & ICE REMOVAL
STREET RENOVATION
CONSTRUCTION MANAGEMENT
GENERAL STORM SEWER
CENTENNIAL LAKES ADMIN EXPENSE
ICE ARENA REVENUES
EDINBOROUGH OPERATIONS
POOL OPERATION
TREES & MAINTENANCE
VERNON SELLING
YORK SELLING
FIELD MAINTENANCE
GOLF ADMINISTRATION
R55CKR2 LOGIS101 CITY OF EDINA
Council Check Register by GL
Council Check Register by Invoice & Summary
6/19/2014 -- 6/19/2014
Check # Date Amount Supplier / Explanation PO # Doc No Inv No Account No Subledger Account Description
383820 6/1912014 100202 JAMAR TECHNOLOGIES INC. Continued...
55.11 MASTIC TAPE 345118 20399 1262.6406 GENERAL SUPPLIES
55.11
383821 6/1912014 102157 JEFF ELLIS & ASSOCIATES INC.
4,457.00 LIFEGUARD LICENSES 345046 20067976 5310.6104 CONFERENCES & SCHOOLS
875.00 SAFETYAUDIT 345047 20068014 5310.6103 PROFESSIONAL SERVICES
5,332.00
383822 6/19/2014 100830 JERRY'S PRINTING
171.64 HOTEL PASSES 345048 65053 5710.6575 PRINTING
171.64
6/17/2014 12:38:21
Page - 17
Business Unit
TRANSPORTATION
POOL ADMINISTRATION
POOL ADMINISTRATION
EDINBOROUGH ADMINISTRATION
383823 6/19/2014
100741 JJ TAYLOR DIST. OF MINN
3,607.73
344874
2225441
5822.5514
COST OF GOODS SOLD BEER
50TH ST SELLING
4,354.90
344875
2225470
5862.5514
COST OF GOODS SOLD BEER
VERNON SELLING
35.00
344876
2225471
5862.5515
COST OF GOODS SOLD MIX
VERNON SELLING
58.05
344877
2225473
5822.5515
COST OF GOODS SOLD MIX
50TH ST SELLING
123.71-
345209
2225479
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
10,672.95
345208
2225480
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
56.35
345210
2225481
5842.5515
COST OF GOODS SOLD MIX
YORK SELLING
709.50
345049
2229192
5421.5514
COST OF GOODS SOLD BEER
GRILL
19,370.77
383824 6/1912014
124104 JOHN DEERE LANDSCAPES INC.
42.73
IRRIGATION REPAIR PARTS 00001204
344790
68314641
1642.6406
GENERAL SUPPLIES
FIELD MAINTENANCE
35.95
COUPLERS, ADAPTERS 00006159
345050
68331101
5422.6611
IRRIGATION EQUIPMENT
MAINT OF COURSE & GROUNDS
223.97
WEED KILLERS 00005322
344791
68362082
4091.6406
GENERAL SUPPLIES
GRANDVIEW MAINTENANCE
537.39
GARLON 00006252
345051
68387492
5422.6545
CHEMICALS
MAINT OF COURSE & GROUNDS
80.87
BACKPACK SPRAYER 00005329
344792
68488088
4091.6406
GENERAL SUPPLIES
GRANDVIEW MAINTENANCE
920.91
383826 6/19/2014
100835 JOHNSON BROTHERS LIQUOR CO.
1,103.71
344623
1867310
5822.5513
COST OF GOODS SOLD WINE
50TH ST SELLING
1,690.39
344622
1867311
5822.5513
COST OF GOODS SOLD WINE
50TH ST SELLING
169.96
344617
1867314
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
1,135.82
344624
1867319
5822.5513
COST OF GOODS SOLD WINE
50TH ST SELLING
726.82
344618
1867320
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
31.37
344619
1867321
5822.5515
COST OF GOODS SOLD MIX
50TH ST SELLING
2,565.81
344620
1867322
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
.65
344621
1867325
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
R55CKR2 LOGIS101 CITY OF EDINA 6/17/2014 12:38:21
Council Check Register by GL Page- 18
Council Check Register by Invoice & Summary
6/19/2014 - 6/19/2014
Check # Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383826 6/19/2014
100836 JOHNSON BROTHERS LIQUOR CO.
Continued...
49.50
344625
1867770
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
120.00
344626
1867771
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
2,673.91
345216
1872880
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
1,624.34
345217
1872884
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
293.58
344886
1872885
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
777.42
345221
1872886
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
3,583.78
344884
1872888
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
886.23
344883
1872889
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
84.98
345222
1872891
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
1,352.11
345212
1872892
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
2.05
344878
1872894
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
507.97
345223
1872895
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
2.24
345219
1872899
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
2,421.11
345218
1872903
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
1,412.20
345211
1872904
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
4,851.31
345213
1672906
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
143.12
345215
1872907
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
3,499.42
345214
1872908
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
2.24
345220
1872909
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
3,940.77
344885
1872910
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
1,503.55
344881
1872911
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
1,066.20
344879
1872912
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
1,173.61
344882
1872913
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
3,370.70
344880
1872914
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
55.12-
344889
619901
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
10.00-
344628
620496
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
13.33-
344627
620497
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
6.90-
344629
620498
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
17.92-
344888
620500
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
67.12-
344887
620501
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
42,596.48
383827 6/1912014
134211 JOHNSON, LISKA
95.00
PLAYGROUND PROGRAM REFUND
344833
REFUND
1600.4390.29
HIGHLANDS EXPLORERS
PARKADMIN. GENERAL
95.00
383828 6/19/2014
102113 JOHNSTONE SUPPLY
51.70
FILTERS 00001255
344727
055932
5913.6406
GENERALSUPPLIES
DISTRIBUTION
51.70
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by Invoice & Summary
6/19/2014 —
6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
383829
611912014
102603 JONAS, LENORE
Continued...
67.16
SUPPLIES REIMBURSEMENT
345160
061314
5110.6406
GENERALSUPPLIES
67.16
383830
6/19/2014
118336 JONES AND BARTLETT LEARNING
LLC
2,181.93
LIFEGUARD TRAINING BOOKS
345052
3001048
5310.6104
CONFERENCES & SCHOOLS
2,181.93
383831
6/19/2014
131616 KARKHOFF, NANCY
344.75
PETTY CASH
344966
061214
1400.6103
PROFESSIONAL SERVICES
358.07.
PETTY CASH
344966
061214
1400.6106
MEETING EXPENSE
702.82
383832
6119/2014
102824 KAY PARK -REC CORP.
9,150.00
PADDLEBOATS 00002007
344967
00165986
5761.6406
GENERALSUPPLIES
9,150.00
383833
6/1912014
106990 KELLY GREEN IRRIGATION INC.
103.93
SPRINKLER REPAIR -6501 RYAN
345119
91469
01394.1705.21
CONSULTING INSPECTION
103.93
383834
6/19/2014
113212 KENDELL DOORS & HARDWARE INC.
8.68
KEYS
345053
S1010034
5311.6406
GENERALSUPPLIES
8.68
383835
6/19/2014
134342 KRAYNICK, STEPHANIE
83.00
ART CLASS REFUND
345161
REFUND
5101.4607
CLASS REGISTRATION
83.00
383836
6/19/2014
118660 LAKES AREA HOME IMPROVEMENT
SERVICES
167.00
WATER SOFTENER REPAIR
345120
1598
05541.1705.21
CONSULTING INSPECTION
167.00
WATER SOFTENER REPAIR
345121
1599
05541.1705.21
CONSULTING INSPECTION
334.00
383837
6/19/2014
122700 LARSON, DAN
150.00
CL PERFORMANCE 6 130/14
344947
060114
5760.6136
PROFESSIONAL SVC - OTHER
150.00
383838
6/19/2014
100862 LAWSON PRODUCTS INC.
264.63
SCREWS, CAPS 00001040
344728
9302425218
1325.6406
GENERALSUPPLIES
432.03
BULBS, SCREWS, BITS 00005400
345054
.9302506260
1553.6530
REPAIR PARTS
6/17/2014 12:38:21
Page- 19
Business Unit
ART CENTER ADMINISTRATION
POOL ADMINISTRATION
POLICE DEPT. GENERAL
POLICE DEPT. GENERAL
CENTENNIAL LAKES OPERATING
NORMANDALE
POOL OPERATION
ART CENTER REVENUES
EDINATERRACE NHOOD RECON
EDINATERRACE NHOOD RECON
CENTENNIAL LAKES ADMIN EXPENSE
STREET NAME SIGNS
EQUIPMENT OPERATION GEN
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council Check Register by Invoice & Summary
6/19/2014 -
6/19/2014
Check #
Date
Amount
Supplier / Explanation PO # Doc No
Inv No
Account No
Subledger Account Description
383838
6/19/2014
100852 LAWSON PRODUCTS INC.
Continued...
696.66
383839
6/19/2014
131841 LEA, DOROTHY
97.00
ART CENTER CLASS REFUND
344968
061014
5101.4607
CLASS REGISTRATION
97.00
383840
6/19/2014
100558 LIND ELECTRONIC DESIGN CO INC.
139.95
POWER ADAPTER FOR MOTORCYCLE
344969
293783
1400.6160
DATA PROCESSING
139.95
383841
6/19/2014
134222 LIND, STUART
80.00
CURB CUT PERMIT
344834
REIMBURSE
1260.4344
CURB CUT FEE
80.00
383842
6/19/2014
100858 LOGIS
5,969.53
SERVER - VOICEMAIL
344729
36619
1554.6710
EQUIPMENT REPLACEMENT
346.50
IT CONSULTING
345055
38629
1554.6103
PROFESSIONAL SERVICES
445.50
WIFI CONSULTING
345055
36629
4413.6103
PROFESSIONAL SERVICES
6,761.53
383843
6119/2014
134338 LYCHE, CHRISTOPHER
89.00
JR LEAGUE CANCELLATION
345162
REFUND
5401.4592
GREEN FEES NINE HOLES
89.00
383844
6119/2014
112577 M. AMUNDSON LLP
993.38
344890
174809
5822.5515
COST OF GOODS SOLD MIX
1,015.92
344630
175439
5862.5515
COST OF GOODS SOLD MIX
2,009.30
383845
6/19/2014
100864 MACQUEEN EQUIPMENT INC.
77.93
HOSE 00005373
344730
2144101
1553.6530
REPAIR PARTS
457.32
BRAKE PAD KITS 00005375
344732
2144158
1553.6530
REPAIR PARTS
977.46
CALIPER STATOR KIT SHOE 00005375
344731
2144196
1553.6530
REPAIR PARTS
16.49
HUBCAP 00005381
344793
2144269
1553.6530
REPAIR PARTS
57.24
ROLLER BEARING CONES /CUPS 00005382
344970
2144307
1553.6530
REPAIR PARTS
457.32-
RETURN
344733
9489
1553.6530
REPAIR PARTS
1,129.12
383846
6119/2014
102414 MAINTENANCE ENGINEERING LTD
225.69
PARTS
344734
2959755 -01
1552.6406
GENERALSUPPLIES
6/17/2014 12:38:21
Page - 20
Business Unit
ART CENTER REVENUES
POLICE DEPT. GENERAL
ENGINEERING GENERAL
CENT SERV GEN - MIS
CENT SERV GEN - MIS
CITY WIFI PROJECT
GOLF REVENUES
50TH ST SELLING
VERNON SELLING
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
CENT SVC P! -` DING
R55CKR2 LOGIS101
CITY OF EDINA
6/17/2014 12:38:21
Council Check Register by GL
Page - 21
Council
Check Register by Invoice & Summary
6/19/2014 —
6/19/2014
Check # Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383846 6/19/2014
102414 MAINTENANCE ENGINEERING LTD
Continued...
225.69
383847 6119/2014
134063 MANSFIELD OIL COMPANY
6,262.62
UNLEADED GAS
344795
646808
1553.6581
GASOLINE
EQUIPMENT OPERATION GEN
12,371.08
DIESEL FUEL
344794
646810
1553.6561
GASOLINE
EQUIPMENT OPERATION GEN
854.93
GAS
345057
648417
5423.6406
GENERALSUPPLIES
GOLF CARS
1,122.08
GAS
345056
648419
5422.6581
GASOLINE
MAINT OF COURSE & GROUNDS
1,328.03
DIESEL
345058
648429
5422.6581
GASOLINE
MAINT OF COURSE & GROUNDS
21,938.74
383848 6/19/2014
130484 MARK'S CONCESSION REPAIR LLC
123.07
CLEANED POPCORN MACHINE
345122
1276
5520,6180
CONTRACTED REPAIRS
ARENA CONCESSIONS
123.07
383849 6/19/2014
100869 MARTIN - MCALLISTER
900.00
PUBLIC SAFETY ASSESSMENT
344656
9086
1400.6103
PROFESSIONAL SERVICES
POLICE DEPT. GENERAL
3,600.00
PUBLIC SAFETY ASSESSMENT
344657
9144
1400.6103
PROFESSIONAL SERVICES
POLICE DEPT. GENERAL
1,800.00
PERSONNEL EVALUATIONS
344658
9145
1556.6121
ADVERTISING PERSONNEL
EMPLOYEE SHARED SERVICES
6,300.00
383850 6/1912014
102560 MAXIMUM SOLUTIONS INC.
1,125.00
SOFTWARE ANNUAL SER AGREEMENT
344796
15611
5510.6136
PROFESSIONALSVC - OTHER
ARENA ADMINISTRATION
1,125.00
383851 6/1912014
134336 MCNAMARA CONTRACTING INC.
5,320.00
PARTIAL PAYMENT NO. 1
345101
062714
07121.1705.30
CONTRACTOR PAYMENTS
S121 STRACHAUERPARK B SIDEWALK
156,647.82
PARTIAL PAYMENT NO. 1
345101
062714
01411.1705.30
CONTRACTOR PAYMENTS
EDINATERRACE NHOOD RECON
70,287.45
PARTIAL PAYMENT NO. 1
345101
062714
05541.1705.30
CONTRACTOR PAYMENTS
EDINATERRACE NHOOD RECON
301,140.22
PARTIAL PAYMENT NO. 1
345101
062714
03483.1705.30
CONTRACTOR PAYMENTS
EDINA TERRACE NHOOD RECON
64,246.22
PARTIAL PAYMENT NO. 1
345101
062714
04399.1705.30
CONTRACTOR PAYMENTS
EDINATERRACE NHOOD RECON
597,641.71
383852 6/19/2014
101483 MENARDS
53.81
GATE HARDWARE 00001064
344735
55868
1552.6406
GENERALSUPPLIES
CENT SVC PW BUILDING
13.97
GRASS (SEED) REPAIR JUG 00001068
344736
56377
1318.6406
GENERALSUPPLIES
SNOW & ICE REMOVAL
112.32
SIDING, NAILS 00001103
344737
56846
5420.6406
GENERALSUPPLIES
CLUB HOUSE
34.97
STEEL FOR MAILBOX 00001118
344799
56676
1318.6406
GENERALSUPPLIES
SNOW & ICE REMOVAL
97.64
RATCHET, COOLFLOW VALVE 00008084
344797
57161
5511.6406
GENERALSUPPLIES
ARENA BLDG /GROUNDS
41.49
PUTTY, SPAKLING KNIFE 00001199
344738
57673
5420.6406
GENERALSUPPLIES
CLUB HOUSE
49.49
STUDS, EARPLUGS 00001205
344739
57760
1314.6406
GENERALSUPPLIES
STREET RENOVATION
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by Invoice & Summary
6/19/2014 — 6/19/2014
Check # Date
Amount
Supplier / Explanation
PO #
Doc No
Inv No
Account No
Subledger Account Description
383862 6/1912014
101483 MENARDS
Continued...
47.57
FLASHLIGHTS,YORKSTONE
00008086
344798
57848
5511.6406
GENERALSUPPLIES
52.95
CEDAR SIDING PICKET
00001223
344740
58104
5420.6406
GENERALSUPPLIES
404.73
FENCE MATERIAL
00001228
344741
58172
1344.6406
GENERALSUPPLIES
3.97
HAMMER HANDLE
00001263
344742
58458
1552.6406
GENERAL SUPPLIES
912.91
383853 6119/2014
101987 MENARDS
46.88
DUST MASKS, BLEACH, DUCT TAPE06002173
345059
42769
5720.6406
GENERALSUPPLIES
23.70
MURIATICACID
00002150
345060
43542
5311.6545
CHEMICALS
130.89
TOOL SET, LATTICE
00002150
345061
43573
5311.6406
GENERALSUPPLIES
201.47
383854 6119/2014
100885 METRO SALES INC
3,073.00
RICOH -ART CENTER
344743
36114A
1554.6710
EQUIPMENT REPLACEMENT
3,073.00
383855 6/19/2014
134038 MIDWEST CIVIL CONSTRUCTORS INC.
185,134.20
PARTIAL PAYMENT NO. 2
345123
061314
01417.1705.30
CONTRACTOR PAYMENTS
185,134.20
383856 6/1912014
102007 MINNCOR INDUSTRIES
50.00
HAND SOAP
344744
SOI- 025410
1552.6406
GENERALSUPPLIES
100.00
HAND SOAP
00001209
344745
SOI- 025433
1552.6406
GENERAL SUPPLIES
150.00
383857 6119/2014
100913 MINNEAPOLIS & SUBURBAN SEWER & WATER
4,950.00
SEWER REPAIR
00002609
345124
34707
03480.1705.21
CONSULTING INSPECTION
1,786.75
REPLACE SERVICE LINE
00001145
344748
34710
5913.6180
CONTRACTED REPAIRS
3,150.00
SEWER REPAIR
00002593
345125
34711
03479.1705.21
CONSULTING INSPECTION
7,750.00
SEWER REPAIR
00002594
345127
34712
03479.1705.21
CONSULTING INSPECTION
4,940.00
SEWER REPAIR
00002607
345126
34716
03479.1705.21
CONSULTING INSPECTION
22,578.75
383858 6/19/2014
102174 MINNEAPOLIS OXYGEN
COMPANY
44.39
CO2, METHAIR
344749
171099592
7413.6545
CHEMICALS
44.39
383859 6119/2014
101638 MINNESOTA DEPARTMENT OF HEALTH
35.00
HOSPITALITY FEE - #50011
344800
560580
5511.6103
PROFESSIONAL SERVICES
35.00
6/17/2014 12:38:21
Page - 22
Business Unit
ARENA BLDG /GROUNDS
CLUB HOUSE
RETAINING WALL MAINTENANCE
CENT SVC PW BUILDING
EDINBOROUGH OPERATIONS
POOL OPERATION
POOL OPERATION
CENT SERV GEN - MIS
HAZELTON RD IMPROVEMENTS
CENT SVC PW BUILDING
CENT SVC PW BUILDING
HAWKES NHOOD RECON
DISTRIBUTION
MORNINGSIDE NHOOD RECON
MORNINGSIDE NHOOD RECON
MORNINGSIDE NHOOD RECON
PSTF FIRE TOWER
ARENA BLDG /GROUNDS
R55CKR2 LOGIS101
1,635.12
CITY OF EDINA
383865
Council Check Register by GL
101658 MPELRA
Council
Check Register by Invoice & Summary
235.00
REGISTRAION -JESSICA NIKUNEN
345164
6/19/2014 — 6/19/2014
1170.6104
Check #
Date
Amount
Supplier / Explanation PO # Doc No
Inv No Account No
Subledger Account Description
383859
6/1912014
CONFERENCES & SCHOOLS
101638 MINNESOTA DEPARTMENT OF HEALTH
Continued...
383860
6119/2014
101537 MINNESOTA POLLUTION CONTROL AGENCY
383866
6/19/2014
23.00
RENEWAL- DAVID GOERGEN 344971
LICENSE 5919.6260
LICENSES & PERMITS
23.00
190.00
PROGRAM CANCELLATION
344835
383861
6119/2014
HIGHLANDS EXPLORERS
118144 MINNESOTA PREMIER PUBLICATIONS
190.00
400.00
P -23 IMPROVEMENT AD 345163
151694 44012.1705.20
CONSULTING DESIGN
6/19/2014
400.00
INC.
383862
6/19/2014
100908 MINNESOTA WANNER CO.
AMBULANCE OVERPAYMENT REFUND
344836
BEVERLY PASHINA
1470.4329
39.60
WATERING JUGS 00001178 344746
0104662 -IN 1644.6541
PLANTINGS & TREES
198.23
PUMP 00005378 344747
0105039 -IN 1553.6530
REPAIR PARTS
6/19/2014
237.83
383863
6/19/2014
100898 MINVALCO
TABLE COVERS
345062
285781
5720.5510
147.24
VALVE, SEALS 00001275 344972
948806 5913.6406
GENERAL SUPPLIES
147.24
383869
383864
6/1912014
163512
100912 MOTOROLA INC.
SERVICEA
6/17/2014 12:38:21
Page - 23
Business Unit
TRAINING
P23 50TH &FR PARKING &WAYFINDING
TREES & MAINTENANCE
EQUIPMENT OPERATION GEN
DISTRIBUTION
GREEMENT 344659 78268136 2310.6230 SERVICE CONTRACTS EQUIPMENT E911
HUMAN RESOURCES
HUMAN RESOURCES
PARKADMIN. GENERAL
FIRE DEPT. GENERAL
EDINBOROUGH OPERATIONS
1,635.12
383865
6/1912014
101658 MPELRA
235.00
REGISTRAION -JESSICA NIKUNEN
345164
CONFERENCE
1170.6104
CONFERENCES & SCHOOLS
235.00
REGISTRAION - LISA SCHAEFER
345164
CONFERENCE
1170.6104
CONFERENCES & SCHOOLS
470.00
383866
6/19/2014
134212 NASCENE, SHANNON
190.00
PROGRAM CANCELLATION
344835
REFUND
1600.4390.29
HIGHLANDS EXPLORERS
190.00
383867
6/19/2014
133207 NATIONAL GOVERNMENT SERVICES
INC.
355.55
AMBULANCE OVERPAYMENT REFUND
344836
BEVERLY PASHINA
1470.4329
AMBULANCE FEES
355.55
383868
6/19/2014
106662 NET LITIN DISTRIBUTORS
613.84
TABLE COVERS
345062
285781
5720.5510
COST OF GOODS SOLD
613.84
383869
6/19/2014
100076 NEW FRANCE WINE CO.
HUMAN RESOURCES
HUMAN RESOURCES
PARKADMIN. GENERAL
FIRE DEPT. GENERAL
EDINBOROUGH OPERATIONS
R55CKR2 LOGIS101
CITY OF EDINA
6/17/2014 12:38:21
Council Check Register by GL
Page- 24
Council
Check Register by Invoice & Summary
6/19/2014 - 6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383869
6/19/2014
100076 NEW FRANCE WINE CO.
Continued...
139.51
344891
91069
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
139.51
383870
611912014
100922 NEWMAN TRAFFIC SIGNS
1,298.30
SIGN SHEETING, TRANSFER TAPE 00001944
344660
TI- 0273268
1325.6531
SIGNS & POSTS
STREET NAME SIGNS
2,084.21
SIGN SHEETING, TRANSFER TAPE 00001944
344660
TI- 0273268
1375.6406
GENERAL SUPPLIES
PARKING RAMP
3,382.51
383871
6/19/2014
104350 NIKE USA INC.
31.12-
CREDIT
345064
14258082
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
94.60
MERCHANDISE
345063
960886319
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
63.48
383872
6/19/2014
102199 NORTHERN SAFETY CO. INC.
421.25
SAFETY EYEWEAR, EARPLUGS 00003810
344802
900913823
1470.6510
FIRSTAID SUPPLIES
FIRE DEPT. GENERAL
117.16
SAFETY EYEWEAR 00003810
344801
900913824
1470.6510
FIRSTAID SUPPLIES
FIRE DEPT. GENERAL
538.41
383873
6/19/2014
104232 NORTHERN SAFETY TECHNOLOGY INC
523.23
MOUNTED LIGHTS 00005377
344750
36322
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
523.23
383874
6/1912014
102662 NORTHLAND CHEMICAL CORP.
350.00
HAND SOAP 00001210
344752
5054412
1646.6406
GENERAL SUPPLIES
BUILDING MAINTENANCE
400.00
HAND SOAP 00001212
344751
5054413
1646.6406
GENERAL SUPPLIES
BUILDING MAINTENANCE
750.00
383875
6/1912014
103578 OFFICE DEPOT
271.34
OFFICE SUPPLIES
344804
695362404001
5510.6406
GENERAL SUPPLIES
ARENA ADMINISTRATION
6.73
BUSINESS CARD HOLDERS
344803
695362433001
5510.6406
GENERAL SUPPLIES
ARENAADMINISTRATION
278.07
383876
6/1912014
100936 OLSEN COMPANIES
109.80
ZIP LINE ROPE 00001037
345065
537373
5311.6406
GENERAL SUPPLIES
POOL OPERATION
109.80
383877
6/1912014
102265 OLSEN, TIM
288.94
UNIFORM PURCHASE
345165
061614
1400.6203
UNIFORM ALLOWANCE
POLICE DEPT. GENERAL
288.94
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by
Invoice & Summary
6/19/2014 —
6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
383878
6/19/2014
115669 ON CALL SERVICES
Continued...
654.20
PLAY STRUCTURE MAINTENANCE
345066
2439
5720.6530
REPAIR PARTS
654.20
383879
6/19/2014
101659 ORKIN COMMERCIAL SERVICES
142.22
PEST CONTROL
345067
93434253
1551.6103
PROFESSIONAL SERVICES
142.22
383880
6/19/2014
124519 OVERHOLT, JAMES
384.72
MILEAGE REIMBURSEMENT
344973
061214
1644.6107
MILEAGE OR ALLOWANCE
384.72
383881
6119/2014
121026 PALDA & SONS INC.
11,949.93
PARTIAL PAYMENT NO. 1
345102
062714
01408.1705.30
CONTRACTOR PAYMENTS
19,771.20
PARTIAL PAYMENT NO. 1
345102
062714
01407.1705.30
CONTRACTOR PAYMENTS
53,093.05
PARTIAL PAYMENT NO. 1
345102
062714
01409.1705.30
CONTRACTOR PAYMENTS
30,178.04
PARTIAL PAYMENT NO. 1
345102
062714
03480.1705.30
CONTRACTOR PAYMENTS
126,973.30
PARTIAL PAYMENT NO. 1
345102
062714
05538.1705.30
CONTRACTOR PAYMENTS
150,257.73
PARTIAL PAYMENT NO. 1
345102
062714
04396.1705.30
CONTRACTOR PAYMENTS
392,223.25
383882
6/19/2014
128863 PALLET SERVICE CORPORATION
297.50
RECYCLED BLOCKS 00001132
344754
93320
5939.6406
GENERALSUPPLIES
297.50
383883
6/19/2014
129486 PAPCO INC.
105.26
CAN LINERS, DUST MOPS
344753
85589
7411.6511
CLEANING SUPPLIES
105.26
383884
6/1912014
116603 PARKER, KATHLEEN
68.25
ART WORK SOLD
344974
060514
5101.4413
ART WORK SOLD
68.25
383885
6/19/2014
102440 PASS, GRACE
144.30
ART WORK SOLD
344975
060514
5101.4413
ART WORK SOLD
144.30
383886
6/19/2014
100347 PAUSTIS WINE COMPANY
3,458.25
344631
8451033 -IN
5822.5513
COST OF GOODS SOLD WINE
1,297.57
344632
8451330 -IN
5822.5513
COST OF GOODS SOLD WINE
401.25-
344896
8451616 -CM
5862.5513
COST OF GOODS SOLD WINE
6/17/2014 12:38:21
Page - 25
Business Unit
EDINBOROUGH OPERATIONS
CITY HALL GENERAL
TREES & MAINTENANCE
WARDEN AVE
HAWKES NHOOD RECON
WALNUT RIDGE NHOOD RECON
HAWKES NHOOD RECON
HAWKES NHOOD RECON
HAWKES NHOOD RECON
STORM SEWER SPECIAL PROJECTS
PSTF OCCUPANCY
ART CENTER REVENUES
ART CENTER REVENUES
50TH ST SELLING
50TH ST SELLING
VERNON SELLING
R55CKR2 LOGIS101
134341
PETERSON, PATTY
CITY OF EDINA
500.00
MUSIC IN
EDINA
345166
Council Check Register by GL
2611.6103
500.00
Council
Check Register by Invoice & Summary
383890 6/19/2014
134341
PETERSON, PATTY
6/19/2014 - 6/19/2014
Check # Date
Amount
Supplier / Explanation PO #
Doc No
Inv No Account No
Subledger Account Description
383886 6119/2014
100347 PAUSTIS WINE COMPANY
Continued...
383891 6/1912014
403.75
PHILLIPS WINE & SPIRITS
344892
8451732 -IN 5862.5513
COST OF GOODS SOLD WINE
356.48
752.50
345224
8452215 -IN 5842.5513
COST OF GOODS SOLD WINE
894.38
2,102.52
344894
8452235 -IN 5842.5513
COST OF GOODS SOLD WINE
353.20
2,339.31
344895
8452241 -IN 5822.5513
COST OF GOODS SOLD WINE
292.96
6,956.36
344893
8452262 -IN 5862.5513
COST OF GOODS SOLD WINE
322.00
16,909.01
344640
2615656
5842.5512
383887 6/1912014
119008 PCI ROADS LLC
344639
2615657
5842.5513
109.12
14,148.83
PARTIAL PAYMENT NO. 1
345103
062714 10099.1705.30
CONTRACTOR PAYMENTS
162.87
91,852.65
PARTIAL PAYMENT NO. 1
345103
062714 10098.1705.30
CONTRACTOR PAYMENTS
1,722.75
106,001.48
345230
2619034
5842.5513
363888 6119/2014
100945 PEPSI -COLA COMPANY
345227
2619035
5842.5515
1,472.96
59.67
345068
00402123 5430.5510
COST OF GOODS SOLD
276.90
1,062.90
345069
00402125 5320.5510
COST OF GOODS SOLD
1,453.31
186.52
345128
00402170 5520.5510
COST OF GOODS SOLD
383889 6/19/2014
134341
PETERSON, PATTY
500.00
MUSIC IN
EDINA
345166
061114
2611.6103
500.00
383890 6/19/2014
134341
PETERSON, PATTY
500.00
MUSIC IN
EDINA
345167
061214
2611.6103
500.00
383891 6/1912014
100743
PHILLIPS WINE & SPIRITS
356.48
.344901
2600646
5822.5513
894.38
344634
2615303
5822.5513
353.20
344633
2615305
5822.5512
292.96
344635
2615306
5822.5513
322.00
344640
2615656
5842.5512
44.00
344639
2615657
5842.5513
109.12
345228
2619030
5842.5513
162.87
345225
2619031
5822.5512
1,722.75
345230
2619034
5842.5513
57.12
345227
2619035
5842.5515
1,472.96
345226
2619036
5842.5512
276.90
345229
2619037
5842.5513
1,453.31
344899
2619038
5862.5513
6/17/2014 12:38:21
Page - 26
Business Unit
VERNON SELLING
YORK SELLING
YORK SELLING
50TH ST SELLING
VERNON SELLING
BR9 GUS YOUNG BRIDGE REHAB
BR8 78TH STREET BRIDGE REHAB
RICHARDS GOLF COURSE
POOL CONCESSIONS
ARENA CONCESSIONS
PROFESSIONAL SERVICES MUSIC IN EDINA
PROFESSIONAL SERVICES MUSIC IN EDINA
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
COST OF GOODS SOLD LIQUOR
COST OF GOODS SOLD WINE
COST OF GOODS SOLD LIQUOR
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
COST OF GOODS SOLD LIQUOR
COST OF GOODS SOLD WINE
COST OF GOODS SOLD MIX
COST OF GOODS SOLD LIQUOR
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
50TH ST SELLING
50TH ST SELLING
50TH ST SELLING
50TH ST SELLING
YORK SELLING
YORK SELLING
YORK SELLING
50TH ST SELLING
YORK SELLING
YORK SELLING
YORK SELLING
YORK SELLING
VERNON SE
R55CKR2 LOGIS101
CITY OF EDINA
6/17/2014 12:38:21
Council Check Register by GL
Page- 27
Council Check Register by Invoice & Summary
6/19/2014 --
6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383891
6/1912014
100743 PHILLIPS WINE & SPIRITS
Continued...
194.24
344898
2619039
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
373.10
344900
2619040
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
743.68
344897
2619041
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
12.41-
344638
3527935
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
5.33-
344637
3527936
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
5.33-
344636
3527937
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
8,806.00
383892
6/1912014
100119 PING
69.86
GOLF BAG
345168
12320258
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
69.86
383893
6/19/2014
130174 PIONEER MANUFACTURING COMPANY
79.00
PAINT WANDS 00001257
345071
INV517429
1642.6406
GENERALSUPPLIES
FIELD MAINTENANCE
79.00
383894
6/19/2014
111779 PIONEER RESEARCH CORPORATION
2,072.27
SPRAY FOR ASPHALT
344755
238354
1314.6406
GENERALSUPPLIES
STREET RENOVATION
2,072.27
383895
6/19/2014
102748 PIRTEK PLYMOUTH
181.34
HOSE REPAIR 00006161
345070
51922280.001
5422.6180
CONTRACTED REPAIRS
MAINT OF COURSE & GROUNDS
181.34
383896
6/19/2014
100961 POSTMASTER - USPS
350.00
NEWSLETTER POSTAGE
344837
061114
1628.6235
POSTAGE
SENIOR CITIZENS
350.00
383897
6/1912014
134343 POWLESS, VIVIAN
85.00
ART CLASS REFUND
345169
061114
5101.4607
CLASS REGISTRATION
ART CENTER REVENUES
85.00
383898
6/19/2014
129706 PREMIUM WATERS INC.
3.21
609425
345072
609425 -5/14
5310.6406
GENERALSUPPLIES
POOL ADMINISTRATION
19.55
622833
345073
622833 -5/14
5720.6406
GENERALSUPPLIES
EDINBOROUGH OPERATIONS
22.76
383899
6119/2014
100966 PRINTERS SERVICE INC
144.00
BLADE SHARPENING
344805
270134
5521.6215
EQUIPMENT MAINTENANCE
ARENA ICE MAINT
144.00
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by Invoice & Summary
6/19/2014 — 6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
383899
6/19/2014
100966 PRINTERS SERVICE INC
Continued...
383900
6/1912014
112097 PUMP & METER SERVICE INC.
133.00
TANK MONITER REPAIR
344756
315702
1553.6180
CONTRACTED REPAIRS
133.00
383901
6/1912014
100970 QUALITY REFRIGERATION INC
425.85
FREEZER REPAIR
344807
0003000
5520.6180
CONTRACTED REPAIRS
425.85
383902
6119/2014
100972 R &R SPECIALTIES OF WISCONSIN
INC.
319.20
ZAMBONI REPAIRS
344808
0054815 -IN
5521.61130
CONTRACTED REPAIRS
396.70
STUDDED TIRE
344809
0054827 -IN
5521.6215
EQUIPMENT MAINTENANCE
465.55
ZAMBONI SERVICE
345129
0054836 -IN
5521.6180
CONTRACTED REPAIRS
1,183.45
383903
6/19/2014
131061 RAINDROP IRRIGATION SERVICES
LLC
361.97
IRRIGATION START -UP
345077
306
5720.6180
CONTRACTED REPAIRS
361.97
383904
6/19/2014
100974 RAYMOND E. HAEG PLUMBING
190.50
PLUMBING REPAIR - 7619 GLEASOMOOD1146
344757
16649
5913.6180
CONTRACTED REPAIRS
4,851.00
RPZ TESTS 00001144
344661
16656
5913.6103
PROFESSIONAL SERVICES
5,041.50
383905
6/19/2014
132392 RED POWER DIESEL SERVICE
337.75
BELTS, AIR CLEANER
344759
10589
1553.6530
REPAIR PARTS
112.90
CAB LIFT MOUNT 00005205
344758
B10330
1553.6530
REPAIR PARTS
450.65
383906
6/19/2014
134214 REDDIN, KATIE
95.00
CHEERLEADING CAMP REFUND
344838
REFUND
1600.4390.25
CHEERLEADING CAMP
95.00
383907
6119/2014
125936 REINDERS INC.
1,250.26
HERBICIDE 00006157
345078
3026386 -00
5431.6545
CHEMICALS
1,153.55
FERTILIZER, HERBICIDE 00002060
344978
3026587 -00
5761.6540
FERTILIZER
609.32
FERTILIZER, FUNGICIDE 00002060
344979
3026643 -00
5761.6540
FERTILIZER
3,013.13
383908
6/191
134056 RENNEKE, LEE
6/17/2014 12:38:21
Page- 28
Business Unit
EQUIPMENT OPERATION GEN
ARENA CONCESSIONS
ARENA ICE MAINT
ARENA ICE MAINT
ARENA ICE MAINT
EDINBOROUGH OPERATIONS
DISTRIBUTION
DISTRIBUTION
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
PARKADMIN. GENERAL
RICHARDS GC MAINTENANCE
CENTENNIAL LAKES OPERATING
CENTENNIAL LAKES OPERATING
R55CKR2 LOGIS101
2,010.50
CITY OF EDINA
383911
Council Check Register by GL
102408 RIGID HITCH INCORPORATED
Council Check Register by Invoice & Summary
65.91
WIRINGADAPTERS
344761
6/19/2014 — 6/1912014
1553.6530
Check #
Date
Amount
Supplier / Explanation PO #
Doc No Inv No Account No
Subledger Account Description
383908
6/19/2014
134056 RENNEKE, LEE
6/1912014
Continued...
101000 RJM PRINTING INC.
100.24
MILEAGE REIMBURSEMENT
345170 061614 1490.6107
MILEAGE OR ALLOWANCE
56.50
100.24
344762
61597
1550.6406
363909
611912014
133627 REPUBLIC SERVICES #894
ENVELOPES
345130
81614
1260.6406
35,190.09
RECYCLING
344662 3517227 5952.6183
RECYCLING CHARGES
BUSINESS CARDS
344811
35,190.09
1550.6406
GENERALSUPPLIES
383910
6/19/2014
2 010 50
123757 RIECHMANN PEDERSON DESIGN INC
ABOUT TOW
6117/2014 12:38:21
Page - 29
Business Unit
PUBLIC HEALTH
RECYCLING
N AD SALES 344810 614151 -7 1130.6123 MAGAZINE /NEWSLETTER EXPENSE COMMUNICATIONS
EQUIPMENT OPERATION GEN
CENTRAL SERVICES GENERAL
ENGINEERING GENERAL
CENTRAL SERVICES GENERAL
FIRE DEPT. GENERAL
POLICE DEPT. GENERAL
344641 14 -12348 5822.5513 COST OF GOODS SOLD WINE 50TH ST SELLING
227.00
383916 6119/2014 131676 SAINT'S COMMERCIAL FOOD SERVICE
234.24 COOKIES 345079 0084175 -IN 5421.5510 COST OF GOODS SOLD
234.24
383917 6/19/2014 104788 SANDY'S PROMOTIONAL STUFF
3,686.20 COASTERS 345171 SH4231 44012.1705.20 CONSULTING DESIGN
3,686.20
GRILL
P23 50TH &FR PARKING &WAYFINDING
2,010.50
383911
6/1912014
102408 RIGID HITCH INCORPORATED
65.91
WIRINGADAPTERS
344761
1927536843
1553.6530
REPAIR PARTS
65.91
383912
6/1912014
101000 RJM PRINTING INC.
56.50
BUSINESS CARDS
344762
61597
1550.6406
GENERALSUPPLIES
270.21
ENVELOPES
345130
81614
1260.6406
GENERALSUPPLIES
56.50
BUSINESS CARDS
344811
81655
1550.6406
GENERALSUPPLIES
383.21
383913
6/1912014
100980 ROBERT B. HILL CO.
134.60
SOFTENER SALT 00003648
344760
00300236
1470.6406
GENERALSUPPLIES
134.60
383914
6119/2014
101979 ROFIDAL, KEVIN
57.75
K9 ITEMS
344812
REIMBURSE
1400.6406
GENERALSUPPLIES
57.75
383915
6119/2014
227 00
127774 ROOTSTOCK WINE COMPANY
EQUIPMENT OPERATION GEN
CENTRAL SERVICES GENERAL
ENGINEERING GENERAL
CENTRAL SERVICES GENERAL
FIRE DEPT. GENERAL
POLICE DEPT. GENERAL
344641 14 -12348 5822.5513 COST OF GOODS SOLD WINE 50TH ST SELLING
227.00
383916 6119/2014 131676 SAINT'S COMMERCIAL FOOD SERVICE
234.24 COOKIES 345079 0084175 -IN 5421.5510 COST OF GOODS SOLD
234.24
383917 6/19/2014 104788 SANDY'S PROMOTIONAL STUFF
3,686.20 COASTERS 345171 SH4231 44012.1705.20 CONSULTING DESIGN
3,686.20
GRILL
P23 50TH &FR PARKING &WAYFINDING
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by Invoice & Summary
6/19/2014 — 6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
383917
611912014
104788 SANDY'S PROMOTIONAL STUFF
Continued...
383918
6/1912014
100990 SCHARBER & SONS
130.61
TIGHTENER 00005380
344981
P48437
1553.6530
REPAIR PARTS
46.42
GASKET
344980
P48674
1553.6530
REPAIR PARTS
177.03
383919
611912014
124780 SCHAUER, LAUREN
59.98
FIRSTAID SUPPLIES
344982
REIMBURSE
5110.6406
GENERALSUPPLIES
59.98
383920
6/19/2014
134339 SCHAUERMAN, ABBY
50.00
JR GOLF GROUP LESSONS
345172
REFUND
5401.4602
LESSONS
50.00
383921
6/19/2014
129726 SCHMITT, LYNN
95.00
PLAYGROUND PROGRAM REFUND
344839
REFUND
1600.4390.29
HIGHLANDS EXPLORERS
95.00
383922
6119/2014
100991 SCHWAB - VOLLHABER - LUBRATT
97.26
CRANK CASE HEATER 00001214
344763
INV093360
1551.6406
GENERAL SUPPLIES
97.26
383923
6/19/2014
134070 SHAW, MARY JANE
109.00
MINI HAWKS PROGRAM REFUND
344840
REFUND
1600.4390.22
MINI HAWKS
109.00
383924
6/19/2014
134217 SHEROD, LIZ
40.00
PLAYGROUND PROGRAM REFUND
344841
REFUND
1600.4390.01
PLAYGROUND
40.00
383925
6/19/2014
100998 SHERWIN WILLIAMS CO.
139.58
YELLOW SAFETY PAINT 00001086
344764
1582 -9
1552.6406
GENERAL SUPPLIES
139.58
383926
6/1912014
104098 SHI INTERNATIONAL CORP
-
858.00
VSPHERE STANDARD LICENSE
344765
801775441
1554.6160
DATA PROCESSING
858.00
383927
6/19/2014
103237 SHIRLEY, TOM
153.33
MILEAGE REIMBURSEMENT
345173
060914
5760.6107
MILEAGE OR ALLOWANCE
6/17/2014 12:38:21
Page - 30
Business Unit
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
ART CENTER ADMINISTRATION
GOLF REVENUES
PARKADMIN. GENERAL
CITY HALL GENERAL
PARKADMIN. GENERAL
PARKADMIN. GENERAL
CENT SVC PW BUILDING
CENT SERV GEN - MIS
CENTENNIA SADMIN EXPENSE
R55CKR2 LOGIS101 CITY OF EDINA
Council Check Register by GL
Council Check Register by Invoice & Summary
6/19/2014 - 6/19/2014
Check # Date Amount Supplier / Explanation PO # Doc No Inv No Account No Subledger Account Description
383927 6119/2014 103237 SHIRLEY, TOM Continued...
5310.6513
5310.6105
1644.6103
5210.6180
1470.6215
5720.6180
5520.5510
5520.5510
5410.6107
5822.5513
5822.5512
5862.5513
5822.5513
5822.5512
5822.5513
5842.5512
5842.5513
5842.5512
5842.5513
5862.5513
5862.5512
5862.5513
OFFICE SUPPLIES
DUES & SUBSCRIPTIONS
6/17/2014 12:38:21
Page - 31
Business Unit
POOL ADMINISTRATION
POOL ADMINISTRATION
PROFESSIONAL SERVICES TREES & MAINTENANCE
CONTRACTED REPAIRS
EQUIPMENT MAINTENANCE
CONTRACTED REPAIRS
COST OF GOODS SOLD
COST OF GOODS SOLD
MILEAGE OR ALLOWANCE
GOLF DOME PROGRAM
FIRE DEPT. GENERAL
EDINBOROUGH OPERATIONS
ARENA CONCESSIONS
ARENA CONCESSIONS
GOLF ADMINISTRATION
COST OF GOODS SOLD WINE
153.33
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
COST OF GOODS SOLD WINE
383928 6/19/2014
COST OF GOODS SOLD WINE
100999 SIGNAL SYSTEMS INC.
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
COST OF GOODS SOLD WINE
486.95
TIME CARD BADGES, RACK
345081
13065451
YORK SELLING
146.80
TIME CLOCK RENTAL
345080
13065469
COST OF GOODS SOLD WINE
633.75
COST OF GOODS SOLD LIQUOR
VERNON SELLING
COST OF GOODS SOLD WINE
383929 611912014
134346 SILVER FOX SERVICES
1,018.87
TREE REMOVAL -4808 SCHOOL RD
345174
821553
1,018.87
383930 6/19/2014
105654 SIMPLEX GRINNELL LP
683.00
FIRE ALARM REPAIRS
345175
69761078
507.50
ALARM MONITORING 00060214
344813
77010589
495.00
RESET BEAM DETECTOR
345082
80195097
1,685.50
383931 611912014
131885 SISINNI FOOD SERVICES INC.
219.28
HOT DOG BUNS
344842
233718
90.40
HOT DOG BUNS
344843
238615
309.68
383932 6119/2014
100629 SMITH, AMY
271.04
MILEAGE REIMBURSEMENT
345176
061314
271.04
383933 6/19/2014
127878 SOUTHERN WINE AND SPIRITS
2,986.50
344642
1167731
1,188.28
344643
1167732
1,827.50
344905
1169026
473.50
344909
1170048
615.44
344910
1170049
1,580.04
344908
1170051
.50
344914
1170052
707.50
344912
1170053
5,998.88
344913
1170054
3,024.63
344911
1170055
1,230.00
344903
1170056
1,740.36
344906
1170057
241.50
344904
1170058
5310.6513
5310.6105
1644.6103
5210.6180
1470.6215
5720.6180
5520.5510
5520.5510
5410.6107
5822.5513
5822.5512
5862.5513
5822.5513
5822.5512
5822.5513
5842.5512
5842.5513
5842.5512
5842.5513
5862.5513
5862.5512
5862.5513
OFFICE SUPPLIES
DUES & SUBSCRIPTIONS
6/17/2014 12:38:21
Page - 31
Business Unit
POOL ADMINISTRATION
POOL ADMINISTRATION
PROFESSIONAL SERVICES TREES & MAINTENANCE
CONTRACTED REPAIRS
EQUIPMENT MAINTENANCE
CONTRACTED REPAIRS
COST OF GOODS SOLD
COST OF GOODS SOLD
MILEAGE OR ALLOWANCE
GOLF DOME PROGRAM
FIRE DEPT. GENERAL
EDINBOROUGH OPERATIONS
ARENA CONCESSIONS
ARENA CONCESSIONS
GOLF ADMINISTRATION
COST OF GOODS SOLD WINE
50TH ST SELLING
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
COST OF GOODS SOLD WINE
VERNON SELLING
COST OF GOODS SOLD WINE
50TH ST SELLING
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
COST OF GOODS SOLD WINE
50TH ST SELLING
COST OF GOODS SOLD LIQUOR
YORK SELLING
COST OF GOODS SOLD WINE
YORK SELLING
COST OF GOODS SOLD LIQUOR
YORK SELLING
COST OF GOODS SOLD WINE
YORK SELLING
COST OF GOODS SOLD WINE
VERNON SELLING
COST OF GOODS SOLD LIQUOR
VERNON SELLING
COST OF GOODS SOLD WINE
VERNON SELLING
R55CKR2 LOGIS101
CITY OFEDINA
6/17/201412:38:21
Council Check Register by GL
Page- 32
Council
Check Register by Invoice & Summary
6/19/2014 - 6/19/2014
Check #
Date
Amount
Supplier / Explanation PO # Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383933
6/19/2014
127878 SOUTHERN WINE AND SPIRITS
Continued...
40.62
344907
1170059
5862.5515
COST OF GOODS SOLD MIX
VERNON SELLING
5,528.25
344902
1170060
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
1,064.50
345232
1171430
5822.5513
COST OF GOODS SOLD WINE
50TH ST SELLING
96.50
344915
5005968
5822.5513
COST OF GOODS SOLD WINE
50TH ST SELLING
664.50
344644
5006004
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
29,009.00
383934
6/19/2014
134218 SPALDING, DAVID
662.52
AMBULANCE OVERPAYMENT REFUND
344844
D61014
1470.4329
AMBULANCE FEES
FIRE DEPT. GENERAL
662.52
383935
6/19/2014
131956 SPECIALIZED ENVIRONMENTAL TECHNOLOGIES
230.00
COMPOST PROMOTION 00001701
344814
15419
1643.6543
SOD & BLACK DIRT
GENERAL TURF CARE
230.00
383936
6/1912014
101004 SPS COMPANIES
179.44
SINK FAUCET 00001164
345083
S2908546.002
1552.6406
GENERAL SUPPLIES
CENT SVC PW BUILDING
179.44
383937
6/19/2014
121383 ST LOUIS PARK POLICE DEPARTMENT
172.00
CONSORTIUM TRAINING
344815
MAY 22
1401.6104
CONFERENCES & SCHOOLS
EMERGENCY RESPONSE TEAM
172.00
383938
6/19/2014
133068 STEEL TOE BREWING LLC
163.75
345231
3262
5862.5514
COST OF GOODS SOLD BEER
VERNON SELLING
159.50
344916
3263
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
323.25
383939
6/19/2014
134072 STICKS & TONES
200.00
CL PERFORMANCE 6/26/14
344945
060114
5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
200.00
383940
6/19/2014
121492 SUPERIOR TURF SERVICES INC.
1,512.62
LEGACY 00006166
345084
10084
5422.6545
CHEMICALS
MAINT OF COURSE & GROUNDS
1,512.62
383941
6/1912014
132412 SURFACE SPECIALISTS METRO INC.
180.00
WATERSLIDE REPAIR
345085
97898
5311.6180
CONTRACTED REPAIRS
POOL OPERATION
180.00
R55CKR2 LOGIS101
345177
22041810
5440.5511
CITY OF EDINA
PRO SHOP RETAIL SALES
194.75
345178
22163591
5440.5511
COST OF GOODS - PRO SHOP
Council Check Register by GL
1,541.91
345179
22238985
5440.5511
COST OF GOODS - PRO SHOP
Council Check Register by Invoice & Summary
225.30
345180
22262051
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
6/19/2014 - 6/19/2014
345181
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No Account No
Subledger Account Description
383942
611912014
PRO SHOP RETAIL SALES
122611 SWANK MOTION PICTURES INC.
345183
22271043
Continued...
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
350.00
MOVIE IN THE PARK RENTAL
344983
DB1934987 5760.6136
PROFESSIONAL SVC - OTHER
PRO SHOP RETAIL SALES
272.78
350.00
22315070
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
383943
6119/2014
22315071
111616 T.D. ANDERSON INC.
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
257.07
345190
22320143
40.00
BEER LINE SERVICE
345086
490248 5421.6102
CONTRACTUAL SERVICES
22512056
5440.5511
40.00
PRO SHOP RETAIL SALES
190.26-
345185
22512709
383944
6/19/2014
PRO SHOP RETAIL SALES
101025 TAMARACK MATERIALS INC.
345186
22512733
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
273.60
CEILING TILES 00002139
345087
7112234 -00 5720.6406
GENERAL SUPPLIES
273.60
383945
6/1912014
50274
104932 TAYLOR MADE
MERCHANDISE
6/17/2014 12:38:21
Page- 33
Business Unit
CENTENNIAL LAKES ADMIN EXPENSE
GRILL
EDINBOROUGH OPERATIONS
383946 6/19/2014 120602 TEAGUE, CARY
72.80 MILEAGE REIMBURSEMENT 345191 061314 1140.6107
72.80
383947 6/19/2014 101029 TESSMAN COMPANY, THE
101.61 TERRA POTS 00006325 345088 S195852 -IN 5422.6541
101.61
383948 6/1912014 121253 THAYER, LARRY
173.60 MILEAGE REIMBURSEMENT 345192 061314 1652.6107
173.60
MILEAGE OR ALLOWANCE PLANNING
PLANTINGS & TREES MAINT OF COURSE & GROUNDS
MILEAGE OR ALLOWANCE WEED MOWING
345177
22041810
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
194.75
345178
22163591
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
1,541.91
345179
22238985
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
225.30
345180
22262051
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
272.78
345181
22271041
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
1,227.21
345182
22271042
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
272.78
345183
22271043
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
101.40
345187
22302223
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
272.78
345189
22315070
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
225.30
345188
22315071
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
257.07
345190
22320143
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
2,774.15-
345184
22512056
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
190.26-
345185
22512709
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
1,477.14-
345186
22512733
5440.5511
COST OF GOODS - PRO SHOP
PRO SHOP RETAIL SALES
383946 6/19/2014 120602 TEAGUE, CARY
72.80 MILEAGE REIMBURSEMENT 345191 061314 1140.6107
72.80
383947 6/19/2014 101029 TESSMAN COMPANY, THE
101.61 TERRA POTS 00006325 345088 S195852 -IN 5422.6541
101.61
383948 6/1912014 121253 THAYER, LARRY
173.60 MILEAGE REIMBURSEMENT 345192 061314 1652.6107
173.60
MILEAGE OR ALLOWANCE PLANNING
PLANTINGS & TREES MAINT OF COURSE & GROUNDS
MILEAGE OR ALLOWANCE WEED MOWING
R55CKR2 LOGIS101
CITY OF EDINA
6/17/2014 12:38:21
Council Check Register by GL
Page- 34
Council
Check Register by Invoice & Summary
6/19/2014 - 6/19/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383949
6/19/2014
102798 THOMSON REUTERS -WEST
Continued...
803.95
MAY 2014 SERVICES
344818
829696950
1400.6105
DUES & SUBSCRIPTIONS
POLICE DEPT. GENERAL
803.95
383950
6119/2014
101035 THORPE DISTRIBUTING COMPANY
428.00
345089
827543
5420.5514
COST OF GOODS SOLD BEER
CLUB HOUSE
161.25
344918
828244
5862.5514
COST OF GOODS SOLD BEER
VERNON SELLING
6,500.35
344917
828245
5862.5514
COST OF GOODS SOLD BEER
VERNON SELLING
7,089.60
383951
6/19/2014
127318 TIGER ATHLETICS INC.
1,710.00
FIRE STATION MONITORING
344766
EFD MAY2014
1470.6104
CONFERENCES & SCHOOLS
FIRE DEPT. GENERAL
1,710.00
383952
6/19/2014
102536 TIMEMARK INCORPORATED
67.09
BATTERIES 00002605
345131
114737
1262.6406
GENERALSUPPLIES
TRANSPORTATION
168.32
BATTERIES, CLAMPS 00002612
345132
114753
1262.6406
GENERAL SUPPLIES
TRANSPORTATION
235.41
383953
6/19/2014
103277 TITAN MACHINERY
11.80
BULBS
344817
3940671
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
121.00
LIGHTASSEMBLY 00005257
344816
3940676
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
132.80
383954
6/19/2014
128347 TKO WINES INC.
727.80
344920
907870
5822.5513
COST OF GOODS SOLD WINE
50TH ST SELLING
288.00
344919
907878
5822.5513
COST OF GOODS SOLD WINE
50TH ST SELLING
1,015.80
383955
6/19/2014
120695 T- MOBILE
32.59
ENGINEERING PHONE
344984
477067848 -5/14
1261.6188
TELEPHONE
CONSTRUCTION MANAGEMENT
90.00
SQUADS SERVICE
344984
477067848 -5/14
1400.6160
DATA PROCESSING
POLICE DEPT. GENERAL
122.59
383956
6/19/2014
101038 TOLL GAS & WELDING SUPPLY
52.55
WELDING GAS
344767
40009332
1553.6580
WELDING SUPPLIES
EQUIPMENT OPERATION GEN
31.53
WELDING TANKS
344985
40009333
5761.6406
GENERAL SUPPLIES
CENTENNIAL LAKES OPERATING
84.08
383957
6/19/2014
103218 TRI STATE BOBCAT
894.00
MULCH
345193
P33097
1314.6406
GENERAL SUPPLIES
STREET R TION
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by Invoice & Summary
6/19/2014 —
6/1912014
Check #
Date
Amount
Supplier / Explanation
PO #
Doc No
Inv No
Account No
Subledger Account Description
383967
6/1912014
103218 TRI STATE BOBCAT
Continued...
894.00
383958
6119/2014
101042 TRIARCO
623.19
ART SUPPLIES
00009338
344768
943269
5110.6564
CRAFT SUPPLIES
623.19
383959
6119/2014
134213 TUCKER, ANGELA
133.00
PARK & REC PROGRAM REFUND
344845
REFUND
1600.4390.03
FAB 4 & 5
133.00
383960
6/19/2014
118190 TURFWERKS LLC
85.95
ROCKER SWITCH
00005371
344769
T123482
1553.6530
REPAIR PARTS
85.95
383961
6/19/2014
101046 TWIN CITY FILTER SERVICE INC.
569.07
FILTERS
OOOOB083
344770
0552730 -IN
5511.6406
GENERAL SUPPLIES
569.07
383962
611912014
102150 TWIN CITY SEED CO.
798.00
HYDRO SEED, FERTILIZER
344771
32385
47085.6710
EQUIPMENT REPLACEMENT
798.00
383963
6/19/2014
134220 U.S. DEPARTMENT OF AGRICULTURE
4,699.40
DEER MANAGEMENT
344846
3001270655
1509.6103
PROFESSIONAL SERVICES
4,699.40
383964
6119/2014
103973 ULINE
2,300.00
SAND BAGS
00001131
344664
59154225
5939.6406
GENERAL SUPPLIES
2,368.07
SAND BAGS
00001131
344663
59154226
5939.6406
GENERAL SUPPLIES
4,668.07
383965
6119/2014
126032 UNI- SELECT USA
263.90
PARTS
344819
053114
1553.6530
REPAIR PARTS
263.90
383966
6/1912014
131967 UNIVERSAL ATHLETIC SERVICE INC.
197.93
HOME PLATE, BASE ANCHORS
00001201
344986
1501 - 002127
1642.6406
GENERALSUPPLIES
309.98
BASE SET, HOME PLATE
00001264
344772
1501 - 002199
47085.6710
EQUIPMENT REPLACEMENT
74.97
BASEANCHORS
00001272
344987
1501 - 002209
47085.6710
EQUIPMENT REPLACEMENT
582.88
6/17/2014 12:38:21
Page- 35
Business Unit
ART CENTER ADMINISTRATION
PARKADMIN. GENERAL
EQUIPMENT OPERATION GEN
ARENA BLDG /GROUNDS
GARDEN PK BASEBALL FIELD
DEER CONTROL
STORM SEWER SPECIAL PROJECTS
STORM SEWER SPECIAL PROJECTS
EQUIPMENT OPERATION GEN
FIELD MAINTENANCE
GARDEN PK BASEBALL FIELD
GARDEN PK BASEBALL FIELD
R55CKR2 LOGIS101
CITY OF EDINA
6/17/2014 12:38:21
Council Check Register by GL
Page- 36
Council
Check Register by Invoice & Summary
6/19/2014 — 6119/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383966
6/1912014
131967 UNIVERSAL ATHLETIC SERVICE INC.
Continued...
383967
6119/2014
131382 US FOODS CULINARY EQUIPMENT
& SUPPLIES
407.00
MICROWAVE
345091
8508301
5320.6406
GENERAL SUPPLIES
POOL CONCESSIONS
628.00
HOT DOG GRILLER
345090
8508302
5320.6406
GENERAL SUPPLIES
POOL CONCESSIONS
1,035.00
383968
6119/2014
100060 USPS
4,000.00
ACCT #03620836
344820
6/14 POSTAGE
1550.6235
POSTAGE
CENTRAL SERVICES GENERAL
4,000.00
383969
6/19/2014
101058 VAN PAPER CO.
616.80
CAN LINERS 00001224
344773
313152 -00
1645.6182
RUBBISH REMOVAL
LITTER REMOVAL
665.35
TOWELS, CAN LINERS, CUPS
345092
313170 -00
5421.6406
GENERAL SUPPLIES
GRILL
1,282.15
383970
6/1912014
133470 VANGUARD CLEANING SYSTEMS OF MINNESOTA
1,980.00
JUNE 2014 SERVICE
344821
30272
5510.6103
PROFESSIONAL SERVICES
ARENA ADMINISTRATION
1,980.00
383971
6/19/2014
101063 VERSATILE VEHICLES INC.
543.31
BRUSHES 00006105
345096
605140033
5423.6530
REPAIR PARTS
GOLF CARS
1,050.00
CART LEASE
345095
606140009
5423.6216
LEASE LINES
GOLF CARS
350.00
CART LEASE
345093
606140010
5423.6216
LEASE LINES
GOLF CARS
315.28
CART LEASE
345094
606140011
5423.6216
LEASE LINES
GOLF CARS
2,258.59
383972
6/19/2014
122050 VFW MID - WINTER CONFERENCE PROGRAM
150.00
BRAEMAR GOLF DOME AD
345098
061214
5410.6122
ADVERTISING OTHER
GOLF ADMINISTRATION
150.00
383973
6/19/2014
102377 VIETNAM VETERANS ORGANIZATION BOOK
150.00
BRAEMAR GOLF DOME AD
345097
061214
5410.6122
ADVERTISING OTHER
GOLF ADMINISTRATION
150.00
383974
6/19/2014
119454 VINOCOPIA
136.50
344645
0100085 -IN
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
136.50
383975
6/19/2014
102218 VINTAGE ONE WINES INC.
293.25
344921
16566
5822.5513
COST OF GOODS SOLD WINE
50TH ST S:=
R55CKR2 LOGIS101
CITY OF EDINA
6/17/2014 12:38:21
Council Check Register by GL
Page - 37
Council
Check Register by Invoice & Summary
6/19/2014 -
6/19/2014
Check # Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383976 611912014
102218 VINTAGE ONE WINES INC.
Continued...
293.25
383976 6/19/2014
100023 VOGEL, ROBERT C.
2,875.00
CONSULTING SERVICES
345099
214019
1140.6103
PROFESSIONAL SERVICES
PLANNING
2,875.00
383977 6119/2014
134219 WALSH, SHELBIE
38.87
STEEL TOE SHOES
344847
061014
1263.6406
GENERALSUPPLIES
ENVIRONMENT
38.87
383978 6/19/2014
133515 WASHINGTON COUNTY COURT ADMIN
300.00
OUT OT COUNTY WARRANT
344848
061214
1000.2055
DUE TO OTHER GOVERNMENTS
GENERAL FUND BALANCE SHEET
300.00
383979 6/1912014
103088 WASTE MANAGEMENT OF WI -MN
36.30
344665
5478- 2608 -7
1481.6182
RUBBISH REMOVAL
YORK FIRE STATION
67.34
344665
5478 - 2808 -7
1470.6182
RUBBISH REMOVAL
FIRE DEPT. GENERAL
199.96
344665
5478 - 2808 -7
1551.6182
RUBBISH REMOVAL
CITY HALL GENERAL
210.40
344665
5478 - 2808 -7
1645.6182
RUBBISH REMOVAL
LITTER REMOVAL
245.14
344665
5478- 2808 -7
1628.6182
RUBBISH REMOVAL
SENIOR CITIZENS
294.32
344665
5478 - 2808 -7
1645.6182
RUBBISH REMOVAL
LITTER REMOVAL
394.50
344665
5478 - 2808 -7
1645.6182
RUBBISH REMOVAL
LITTER REMOVAL
406.70
344665
5478 - 2808 -7
1301.6182
RUBBISH REMOVAL
GENERAL MAINTENANCE
406.70
344665
5478 - 2808 -7
1552.6182
RUBBISH REMOVAL
CENT SVC PW BUILDING
47.34
344665
5478 - 2808 -7
5111.6182
RUBBISH REMOVAL
ART CENTER BLDG /MAINT
55.34
344665
5478 - 2808 -7
5210.6182
RUBBISH REMOVAL
GOLF DOME PROGRAM
240.40
344665
5478 - 2808 -7
5311.6182
RUBBISH REMOVAL
POOL OPERATION
110.46
344665
5478 - 2808 -7
5430.6182
RUBBISH REMOVAL
RICHARDS GOLF COURSE
275.79
344665
5478 - 2808 -7
5420.6182
RUBBISH REMOVAL
CLUB HOUSE
613.86
344665
5478 - 2808 -7
5422.6182
RUBBISH REMOVAL
MAINT OF COURSE & GROUNDS
333.57
344665
5478 - 2808 -7
5511.6182
RUBBISH REMOVAL
ARENA BLDG /GROUNDS
945.81
344665
5478 - 2808 -7
5720.6182
RUBBISH REMOVAL
EDINBOROUGH OPERATIONS
55.34
344665
5478- 2808 -7
5861.6182
RUBBISH REMOVAL
VERNON OCCUPANCY
187.42
344665
5478 - 2808 -7
5841.6182
RUBBISH REMOVAL
YORK OCCUPANCY
121.51
30 YD RENTAL
345100
6926008
5111.6182
RUBBISH REMOVAL
ART CENTER BLDG /MAINT
5,248.20
383980 6/19/2014
102020 WELLS, GARY
128.70
ZIP TIES FOR SANDBAGS
344776
061014
5939.6406
GENERAL SUPPLIES
STORM SEWER SPECIAL PROJECTS
128.70
R55CKR2 LOGIS101
111.84
CITY OF EDINA
BOTH ST SELLING
COST OF GOODS SOLD WINE
50TH ST SELLING
Council Check Register by GL
383982 6119/2014
COST OF GOODS SOLD WINE
102133 WILSON SPORTING GOODS
Council Check Register by Invoice & Summary
VERNON SELLING
COST OF GOODS SOLD LIQUOR
VERNON SELLING
6/19/2014 - 6/19/2014
555.94
Check # Date
Amount Supplier / Explanation
PO # Doc No Inv No Account No
Subledger Account Description
383980 611912014
102020 WELLS, GARY
555.94
Continued...
383981 6/19/2014
101079 WHEELER LUMBER
383983 6/19/2014
111.84 GUARD RAIL POST
00001191 344775 1220 - 032747 1343.6406
GENERAL SUPPLIES
6/17/2014 12:38:21
Page - 38
Business Unit
BRIDGES GUARD RAILS
COST OF GOODS - PRO SHOP PRO SHOP RETAIL SALES
ADVERTISING OTHER GOLF ADMINISTRATION
COST OF GOODS SOLD WINE
111.84
COST OF GOODS SOLD WINE
BOTH ST SELLING
COST OF GOODS SOLD WINE
50TH ST SELLING
COST OF GOODS SOLD WINE
383982 6119/2014
COST OF GOODS SOLD WINE
102133 WILSON SPORTING GOODS
COST OF GOODS SOLD WINE
VERNON SELLING
COST OF GOODS SOLD LIQUOR
VERNON SELLING
COST OF GOODS SOLD MIX
555.94
GOLF BALLS
345194
4515858194
5440.5511
COST OF GOODS SOLD LIQUOR
50TH ST S
555.94
383983 6/19/2014
132064 WINDFELDT, STEPHANIE
150.00
VIDEO RESHOOT
345195
060514
5410.6122
150.00
383984 6119/2014
101033 WINE COMPANY, THE
246.30
344647
363174 -00
5822.5513
88.00
344646
363294 -00
5822.5513
360.25
344924
363791 -00
5822.5513
1,181.45
344923
363792 -00
5842.5513
949.52
344922
363934 -00
5862.5513
2,825.52
383985 6/1912014
101312 WINE MERCHANTS
1,430.64
344648
505841
5822.5513
1,414.47
345233
506802
5842.5513
4,810.17
344925
506803
5862.5513
121.12-
344926
65345
5862.5513
7,534.16
383986 611912014
124291 WIRTZ BEVERAGE MINNESOTA
146.29
344649
1080184399
5822.5512
1,207.18
344650
1080184400
5822.5512
2,489.85
344651
1080187305
5822.5512
1,456.15
344652
1080187306
5822.5513
146.30
344931
1080190167
5862.5515
6,3$5.00
344930
1080190168
5862.5513
2,713.30
344929
1080190169
5862.5512
184.27
344928
1080190170
5862.5515
73.15
344937
10BO190171
5822.5515
795.50
344936
1060190172
5822.5513
1,171.03
344927
1080190173 , -'
5822.5512
6/17/2014 12:38:21
Page - 38
Business Unit
BRIDGES GUARD RAILS
COST OF GOODS - PRO SHOP PRO SHOP RETAIL SALES
ADVERTISING OTHER GOLF ADMINISTRATION
COST OF GOODS SOLD WINE
50TH ST SELLING
COST OF GOODS SOLD WINE
BOTH ST SELLING
COST OF GOODS SOLD WINE
50TH ST SELLING
COST OF GOODS SOLD WINE
YORK SELLING
COST OF GOODS SOLD WINE
VERNON SELLING
COST OF GOODS SOLD WINE
50TH ST SELLING
COST OF GOODS SOLD WINE
YORK SELLING
COST OF GOODS SOLD WINE
VERNON SELLING
COST OF GOODS SOLD WINE
VERNON SELLING
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
COST OF GOODS SOLD WINE
50TH ST SELLING
COST OF GOODS SOLD MIX
VERNON SELLING
COST OF GOODS SOLD WINE
VERNON SELLING
COST OF GOODS SOLD LIQUOR
VERNON SELLING
COST OF GOODS SOLD MIX
VERNON SELLING
COST OF GOODS SOLD MIX
50TH ST SELLING
COST OF GOODS SOLD WINE
50TH ST SELLING
COST OF GOODS SOLD LIQUOR
50TH ST S
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council Check Register by Invoice & Summary
383988 6/19/2014 105740 WSB & ASSOCIATES INC.
5,746.75 HAZELTON RD DESIGN
48,117.00 FRANCE AVE TE CONSTRUCTION
53,863.75
383989 611912014
4,999.08
2,001.12
458.74
4,455.13
359.45
12,273.52
101726 XCEL ENERGY
51- 6824328 -7
51- 6229265 -9
51- 5619094 -8
51- 5888961 -7
51- 4197645 -8
345137 11- 01686 -460
345136 6- 01686 -440
01417.1705.21
01404.1705.21
Subledger Account Description
Continued...
COST OF GOODS SOLD WINE
COST OF GOODS SOLD MIX
COST OF GOODS SOLD LIQUOR
COST OF GOODS SOLD MIX
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD MIX
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD MIX
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD MIX
COST OF GOODS SOLD BEER
CONSULTING INSPECTION
CONSULTING INSPECTION
6/17/2014 12:38:21
Page - 39
Business Unit
YORK SELLING
YORK SELLING
YORK SELLING
VERNON SELLING
50TH ST SELLING
50TH ST SELLING
50TH ST SELLING
RICHARDS GOLF COURSE
GRILL
GRILL
VERNON SELLING
YORK SELLING
YORK SELLING
YORK SELLING
VERNON SELLING
50TH ST SELLING
50TH ST SELLING
YORK SELLING
HAZELTON RD IMPROVEMENTS
FRANCE AVE PEDESTRIAN CORRIDOR
344825
414897649
5420.6185
6/19/2014 -
6/19/2014
Check # Date Amount
Supplier / Explanation
PO # Doc No
Inv No
Account No
383986 6/19/2014
124291 WIRTZ BEVERAGE
MINNESOTA
LIGHT & POWER
CENT SVC PW BUILDING
3,376.26
415055957
344935
1080190214
5842.5513
129.01
415205892
344933
1080190215
5842.5515
9,466.94
344934
1080190216
5842.5512
49.15
344932
1080190327
5862.5515
29,789.38
383987 6119/2014
124529 WIRTZ BEVERAGE
MINNESOTA BEER INC
1,102.05
344655
1090236356
5822.5514
123.00
344654
1090236357
5822.5514
21.50
344653
1090236358
5822.5515
212.55
345240
1090236602
5430.5514
342.40
345239
1090237178
5421.5514
310.00
345238
1090237179
5421.5514
2,221.45
344938
1090237349
5862.5514
2,954.75
344941
1090238259
5842.5514
432.00
344939
1090238260
5842.5514
43.00
344940
1090238281
5842.5515
238.50
345236
1090240772
5862.5514
1,557.95
345235
1090240773
5822.5514
21.50
345234
1090240774
5822.5515
1,859.70
345237
1090240775
5842.5514
11,440.35
383988 6/19/2014 105740 WSB & ASSOCIATES INC.
5,746.75 HAZELTON RD DESIGN
48,117.00 FRANCE AVE TE CONSTRUCTION
53,863.75
383989 611912014
4,999.08
2,001.12
458.74
4,455.13
359.45
12,273.52
101726 XCEL ENERGY
51- 6824328 -7
51- 6229265 -9
51- 5619094 -8
51- 5888961 -7
51- 4197645 -8
345137 11- 01686 -460
345136 6- 01686 -440
01417.1705.21
01404.1705.21
Subledger Account Description
Continued...
COST OF GOODS SOLD WINE
COST OF GOODS SOLD MIX
COST OF GOODS SOLD LIQUOR
COST OF GOODS SOLD MIX
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD MIX
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD MIX
COST OF GOODS SOLD BEER
COST OF GOODS SOLD BEER
COST OF GOODS SOLD MIX
COST OF GOODS SOLD BEER
CONSULTING INSPECTION
CONSULTING INSPECTION
6/17/2014 12:38:21
Page - 39
Business Unit
YORK SELLING
YORK SELLING
YORK SELLING
VERNON SELLING
50TH ST SELLING
50TH ST SELLING
50TH ST SELLING
RICHARDS GOLF COURSE
GRILL
GRILL
VERNON SELLING
YORK SELLING
YORK SELLING
YORK SELLING
VERNON SELLING
50TH ST SELLING
50TH ST SELLING
YORK SELLING
HAZELTON RD IMPROVEMENTS
FRANCE AVE PEDESTRIAN CORRIDOR
344825
414897649
5420.6185
LIGHT & POWER
CLUB HOUSE
344824
414951024
1470.6185
LIGHT & POWER
FIRE DEPT. GENERAL
344822
415052273
1552.6185
LIGHT & POWER
CENT SVC PW BUILDING
344666
415055957
1375.6185
LIGHT & POWER
PARKING RAMP
344823
415205892
1322.6185
LIGHT & POWER
STREET LIGHTING ORNAMENTAL
383990 6/19/2014 134330 ZOLLMAN, MARY
89.00 ART CENTER CLASS REFUND 344988 REIMBURSE 5101.4607 CLASS REGISTRATION ART CENTER REVENUES
89.00
R55CKR2 LOGIS101
Check # Date Amount Supplier / Explanation
1,987,607.06 Grand Total
CITY OF EDINA
Council Check Register by GL
Council Check Register by Invoice & Summary
6/19/2014 — 6/1912014
PO # Doc No Inv No Account No Subledger Account Description
Payment Instrument Totals
Checks
A/PACH Payment
Total Payments
1,980, 999.93
1,987,607.06
6/17/2014 12:38:21
Page - 40
Business Unit
R55CKS2 LOGIS100 CITY OF EDINA
Council Check Summary
6/19/2014 - 6/19/2014
Company
Amount
01000 GENERAL FUND
126,452.58
02300 POLICE SPECIAL REVENUE
1,740.05
02500 PEDESTRIAN AND CYCLIST SAFETY
21,459.70
02600 ARTS AND CULTURE FUND
1,000.00
03300 FIR DEBT SERVICE FUND
1,941.90
04000 WORKING CAPITAL FUND
603,377.61
04500 CANDO FUND
4,358.00
05100 ART CENTER FUND
2,861.29
05200 GOLF DOME FUND
1,137.41
05300 AQUATIC CENTER FUND
26,233.64
05400 GOLF COURSE FUND
27,585.53
05500 ICE ARENA FUND
11,321.09
05700 EDINBOROUGH PARK FUND
6,308.57
05750 CENTENNIAL LAKES PARK FUND
17,426.08
05800 LIQUOR FUND
209,417.81
05900 UTILITY FUND
588,026.24
05930 STORM SEWER FUND
226,954.60
05950 RECYCLING FUND
35,190.09
07400 PSTF AGENCY FUND
2,232.01
09232 CENTENNIAL TIF DISTRICT
1,757.50
09238 SOUTHDALE 2 DISTRICT
26,516.75
09240 PENTAGON PARK DISTRICT
44,308.61
Report Totals 1,987,607.06
6/17/2014 12:38:34
Page- 1
We confirm to the best of our knowledge
and belief, that these claims
comply in all material respects
with the requirements of the City
of Edina purchasing polic' s
procedures date-, to ICE?Ind
t 4
anager
t
t
eF!
f[[[
�
..
�-
{�e`
,?
1
j
t
,
3.
�'
.,
A
��
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 8:01:11
Council Check Register by GL
Page-
Council Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
Check # Date
Amount
Supplier / Explanation
PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
54 6/2612014
101365 BELLBOY CORPORATION
1,140.70
345465
43460400
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
697.50
345464
43460500
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
112.50
345877
43460600
5842.5515
COST OF GOODS SOLD MIX
YORK SELLING
627.75
345879
43479100
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
131.55
345878
43566100
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
1,783.89
345880
43566200
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
142.03
345466
90339600
5842.5515
COST OF GOODS SOLD MIX
YORK SELLING
4,635.92
55 6/2612014
100648 BERTELSON OFFICE PRODUCTS
37.63
REFILL INK, FILE POCKETS
00004021
345273
WO- 940626 -1
1160.6513
OFFICE SUPPLIES
FINANCE
5.55
HIGHLIGHTERS
00004021
345274
WO- 940710 -1
1160.6513
OFFICE SUPPLIES
FINANCE
210.92
OFFICE SUPPLIES
00003061
345275
WO- 940774 -1
1400.6513
OFFICE SUPPLIES
POLICE DEPT. GENERAL
158.62
OFFICE SUPPLIES
345562
WO- 941469 -1
1550.6406
GENERAL SUPPLIES
CENTRAL SERVICES GENERAL
40.79
FILE JACKETS
345826
WO- 941557 -1
1600.6406
GENERALSUPPLIES
PARK ADMIN. GENERAL
453.51
56 6/2612014
101518 GRAUSAM, STEVE
68.80
WATER FOR TASTE OF EDINA
345572
061114
5842.6406
GENERAL SUPPLIES
YORK SELLING
114.24
MILEAGE REIMBURSEMENT
345573
061214
5840.6107
MILEAGE OR ALLOWANCE
LIQUOR YORK GENERAL
183.04
57 6/2612014
100906 MTI DISTRIBUTING INC.
50.94
SWITCH
00006171
345433
961894 -00
5422.6530
REPAIR PARTS
MAINT OF COURSE & GROUNDS
161.07
FILTERS
00006174
345434
962781 -00
5422.6530
REPAIR PARTS
MAINT OF COURSE & GROUNDS
461.22
IRRIGATION REPAIRS
00001293
345336
963619 -00
1642.6406
GENERAL SUPPLIES
FIELD MAINTENANCE
673.23
383991 6/26/2014
133644 A DYNAMIC DOOR CO INC.
651.80
GARAGE DOOR REPAIR
345264
21406042
1553.6585
ACCESSORIES
EQUIPMENT OPERATION GEN
651.80
383992 6/26/2014
134411 ABRAHAM, ALVIN
47.28
UTILITY OVERPAYMENT REFUND
345848
7705 PONDWOOD
5900.2015
CUSTOMER REFUND
UTILITY BALANCE SHEET
47.28
383993 6126/2014
102971 ACE ICE COMPANY
101.20
345875
1798651
5842.5515
COST OF GOODS SOLD MIX
YORK SELLING
83.50
345876
1799154
5842.5515
COST OF GOODS SOLD MIX
YORK SELLING
184.70
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 8:01:11
Council Check Register by GL
Page- 2
Council Check Register by Invoice & Summary
6/26/2014 — 6/26/2014
Check #
Date
Amount
Supplier/ Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
383993
6/26/2014
102971 ACE ICE COMPANY
Continued...
383994
6/2612014
129468 ACME TOOLS
222.00
SHOVELS
345265
2653047
1314.6406
GENERAL SUPPLIES
STREET RENOVATION
222.00
383995
6/26/2014
132445 AM CRAFT SPIRITS INC.
138.00
345459
6816
5862.5515
COST OF GOODS SOLD MIX
VERNON SELLING
138.00
383996
612612014
100665 AMSAN
7.57
GASKET 00001198
345266
312409790
1646.6530
REPAIR PARTS
BUILDING MAINTENANCE
13.13
TANK COVER 00001198
345267
312515455
1646.6530
REPAIR PARTS
BUILDING MAINTENANCE
20.70
383997
6/26/2014
129123 AMUNDSON, RONALD
100.00
AMBULANCE OVERPAYMENT REFUND
345387
061814
1470.4329
AMBULANCE FEES
FIRE DEPT. GENERAL
100.00
383998
6/26/2014
100630 ANCHOR PAPER COMPANY
16,240.76
ABOUT TOWN PAPER
345268
10400321 -00
1130.6123
MAGAZINE /NEWSLETTER EXPENSE
COMMUNICATIONS
16,240.76
383999
6126/2014
102172 APPERT'S FOODSERVICE
895.04
FOOD
345269
406130532
5421.5510
COST OF GOODS SOLD
GRILL
895.04
384000
6126/2014
100632 AQUA ENGINEERING
5,362.00
REMAINING % IRRIGATION SYSTEM
345270
64798
47089.6710
EQUIPMENT REPLACEMENT
ALDEN PARK IRRIGATION
5,362.00
384001
6/26/2014
103680 ARAMARK REFRESHMENT SRVCS
464.27
COFFEE
345271
1129457
1550.6406
GENERAL SUPPLIES
CENTRAL SERVICES GENERAL
464.27
384002
6/2612014
101677 ARMCOM DISTRIBUTING CO.
93.60
CEILING TILES 00001258
345388
10064243
1470.6406
GENERAL SUPPLIES
FIRE DEPT. GENERAL
93.60
384003
6/26/2014
132031 ARTISAN BEER COMPANY
7.00-
345463
13987
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 8:01:11
Council Check Register by GL
Page- 3
Council
Check Register by Invoice & Summary
6/2612014 --
6/26/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
384003
6/26/2014
132031 ARTISAN BEER COMPANY
Continued...
7.84-
345462
16389
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
1,358.00
345461
55157
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
1,011.75
345460
55159
5862.5514
COST OF GOODS SOLD BEER
VERNON SELLING
2,354.91
384004
6126/2014
100638 BACHMAN'S
522.81
SHRUBS 00001281
345272
515752
1643.6103
PROFESSIONAL SERVICES
GENERAL TURF CARE
847.58
SHRUBS 00001281
345272
515752
1551.6180
CONTRACTED REPAIRS
CITY HALL GENERAL
124.58
SHRUB REPLACEMENT 00001319
345561
518400
1644.6541
PLANTINGS & TREES
TREES & MAINTENANCE
209.00
SHRUB REPLACEMENT 00001319
345561
518400
1551.6180
CONTRACTED REPAIRS
CITY HALL GENERAL
1,703.97
384005
6/26/2014
103241 BALDINGER, WENDY
200.00
CL PERFORMANCE 7/08/14
345382
060114
5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
200.00
384006
6/26/2014
102449 BATTERY WHOLESALE INC.
1,899.16
GOLF CART BATTERIES
345390
C38040
5423.6530
REPAIR PARTS
GOLF CARS
1,899.16
GOLF CART BATTERIES
345389
C38977
5423.6530
REPAIR PARTS
GOLF CARS
510.00-
CORE RETURNS
345391
C39256
5423.6530
REPAIR PARTS
GOLF CARS
3,288.32
384007
6/26/2014
103486 BEND IN THE RIVER BIG BAND
125.00
CL PERFORMANCE 7109/14
345384
060114
5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
125.00
384008
6/26/2014
108670 BERNER, JIM
150.00
CL FARMERS MARKET 7 /10/14
345386
060114
5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
150.00
384009
6/26/2014
101676 BIFFS INC
330.00
TOILET RENTAL
345849
W528445
2611.6151
EQUIPMENT RENTAL
MUSIC IN EDINA
330.00
384010
6/26/2014
130569 BINTNER, ROSS
326626 REIMBURSEMENT 1260.6107
326626 REIMBURSEMENT 1260.6104
256.00
384011 6/26/2014 133925 BIX PRODUCE CO.
MILEAGE OR ALLOWANCE
CONFERENCES & SCHOOLS
ENGINEERING GENERAL
ENGINEERING GENERAL
R55CKR2 LOGIS101
00003796 345393
81453838
CITY OF EDINA
FIRSTAID SUPPLIES
FIRE DEPT. GENERAL
73.14 AMBULANCE SUPPLIES
00003796 345392
81453839
Council Check Register by GL
FIRSTAID SUPPLIES
FIRE DEPT. GENERAL
279.19
2340:036448
Council Check Register by Invoice & Summary
388.98
384014 6/26/2014 119351 BOURGET IMPORTS
6/26/2014 - 6/26/2014
6/26/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No Inv No Account No
Subledger Account Description
384011
6/2612014
345467
133926 SIX PRODUCE CO.
5842.5513
Continued...
YORK SELLING
210.25
FOOD
345276 02901215 5421.5510
COST OF GOODS SOLD
REFUND
210.25
250.00
384012
6126/2014
384017
125268 BLUE COMPACTOR SERVICES
130485 BRUESKE, TARA
366.00
COMPACTOR RENTAL
345277 JUNE2014 -1 4095.6103
PROFESSIONAL SERVICES
CL PERFORMANCE 7 /08/14
366.00
060114
384013
6/2612014
105367 BOUND TREE MEDICAL LLC
384018
6/24/2014 8:01:11
Page- 4
Business Unit
GRILL
50TH STREET RUBBISH
206.05 AMBULANCE SUPPLIES
00003796 345393
81453838
1470.6510
FIRSTAID SUPPLIES
FIRE DEPT. GENERAL
73.14 AMBULANCE SUPPLIES
00003796 345392
81453839
1470.6510
FIRSTAID SUPPLIES
FIRE DEPT. GENERAL
279.19
2340:036448
388.98
384014 6/26/2014 119351 BOURGET IMPORTS
384016
6/26/2014
3,191.98
345468
120378
5822.5513
COST OF GOODS SOLD WINE
50TH ST SELLING
169.54
345467
120384
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
384015
6/26/2014
122496 BREAKTIME BEVERAGE INC.
388.98
CANDY
345278
2340:036448
388.98
384016
6/26/2014
134392 BROWN, DAVID
16.95
RAINED OUT EVENT
345394
REFUND
233.05
RAINED OUT EVENT
345394
REFUND
250.00
384017
6/26/2014
130485 BRUESKE, TARA
125.00
CL PERFORMANCE 7 /08/14
345383
060114
125.00
384018
6/26/2014
134389 BRYANT, DANIEL
20.80
PERMIT REFUND
345395
ED131493
20.80
384019
6/26/2014
122074 BUIE, BARB
53.53
PETTY CASH
345827
061914
65.58
PETTY CASH
345827
061914
70.71
PETTY CASH
345827
061914
189.82
5421.5510
5750.2039
5751.4555
5760.6136
1495.4111
COST OF GOODS SOLD
SALES & USE TAX PAYABLE
CENTENNIAL LAKES PARK
GRILL
CENTENNIAL LAKES BALANCE SHEET
CENTENNIAL LAKES REVENUE
PROFESSIONAL SVC -OTHER CENTENNIAL LAKES ADMIN EXPENSE
BUILDING PERMITS INSPECTIONS
5760.6513 OFFICE SUPPLIES CENTENNIAL LAKES ADMIN EXPENSE
5760.6406 GENERALSUPPLIES CENTENNIAL LAKES ADMIN EXPENSE
5761.6406 GENERAL SUPPLIES CENTENNIAL LAKES OPERATING
R55CKR2 LOGIS101
150.00
CITY OF EDINA
345380
060114
5760.6136
Council Check Register by GL
CENTENNIAL LAKES ADMIN EXPENSE
150.00
Council Check Register by Invoice & Summary
6/26/2014 - 6/2612014
Check # Date Amount
Supplier / Explanation PO #
Doc No Inv No Account No
Subledger Account Description
384020 6/26/2014
116346 CALHOUN BEACH FRAMING
Continued...
251.11
INTERN PHOTO FRAME
345563 020005256 1120.6406
GENERAL SUPPLIES
251.11
2310.6406
GENERAL SUPPLIES
E911
364021 6/2612014
120935 CAMPBELL KNUTSON
952 285 -2951
345280
6/24/2014 8:01:11
Page- 5
Business Unit
ADMINISTRATION
13,803.61 LEGAL COUNSEL 345279 2851- OOOG87 1195.6131 PROFESSIONAL SERV - LEGAL LEGAL SERVICES
13,803.61
384022 612612014 119455 CAPITOL BEVERAGE SALES
5,028.75 345469 349799 5842.5514 COST OF GOODS SOLD BEER YORK SELLING
5,028.75
384023 6/26/2014 124184 CC SEPTET
150.00
CL PERFORMANCE 7/06/14
345380
060114
5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
150.00
384024 6/2612014
123898 CENTURYLINK
98.93
612 E77 -0056 RICHFIELD 911
345396
0056 -6/14
2310.6406
GENERAL SUPPLIES
E911
155.02
952 285 -2951
345280
2951 -6/14
1470.6188
TELEPHONE
FIRE DEPT. GENERAL
59.63
952944 -6522
345564
6522 -6/14
5511.6188
TELEPHONE
ARENA BLDG /GROUNDS
313.58
384025 6126/2014
134417 CHANG, NATALIE
71.00
ART CLASS REFUND
345850
061914
5101.4607
CLASS REGISTRATION
ART CENTER REVENUES
71.00
384026 6/2612014
100685 CITY OF EDEN PRAIRIE
150.00
CL PERFORMANCE 7 /07/14
345381
060114
5760.6136
PROFESSIONAL SVC -OTHER
CENTENNIAL LAKES ADMIN EXPENSE
150.00
384027 6/2612014
122084 CITY OF EDINA - UTILITIES
89.78
00102561 - 0112920000
345565
112920000 -6/14
5841.6189
SEWER & WATER
YORK OCCUPANCY
361.88
00113667- 0120835016
345851
120835016 -6/14
5111.6189
SEWER & WATER
ART CENTER BLDG /MAINT
51.56
00103650 - 0155251008
345828
155251008 -6/14
7411.6189
SEWER & WATER
PSTF OCCUPANCY
503.22
384028 6/26/2014
103040 CITY PAGES
291.66
MAGAZINE ADVERTISING
345397
D10073352
5862.6122
ADVERTISING OTHER
VERNON SELLING
291.67
MAGAZINE ADVERTISING _
345397
D10073352
5822.6122
ADVERTISING OTHER
50TH ST SELLING
291.67
MAGAZINE ADVERTISING
345397
D10073352
5842.6122
ADVERTISING OTHER
YORK SELLING
875.00
R55CKR2 LOGIS101
115.77
CITY OF EDINA
VERNON SELLING
COST OF GOODS SOLD BEER
YORK SELLING
Council Check Register by GL
384030 6/26/2014
100692 COCA -COLA REFRESHMENTS
Council Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
433.82
Check # Date
Amount Supplier / Explanation
PO # Doc No Inv No Account No
Subledger Account Description
384028 6/2612014
103040 CITY PAGES
433.82
Continued...
384029 6/26/2014
134403 CLAFLIN, CRAIG
384031 6126/2014
115.77 IRRIGATION REPAIRS
345399 REIMBURSEMENT 5913.6180
CONTRACTED REPAIRS
384035 6/26/2014
80.41
99.40
78.01
257.82
384036 6/26/2014
809.00
809.00
100720 DEN NYS 5TH AVE. BAKERY
BAKERY
BAKERY
101766 DISPLAY SALES
PROMENADE FLAGS
6/24/2014 8:01:11
Page- 6
Business Unit
DISTRIBUTION
COST OF GOODS SOLD MIX YORK SELLING
PROFESSIONAL SERVICES YORK OCCUPANCY
PROFESSIONAL SERVICES CITY HALL GENERAL
TELEPHONE GOLF DOME PROGRAM
ADVERTISING OTHER VERNON SELLING
ADVERTISING OTHER 50TH ST SELLING
ADVERTISING OTHER YORK SELLING
COST OF GOODS SOLD BEER
115.77
COST OF GOODS SOLD MIX
VERNON SELLING
COST OF GOODS SOLD BEER
YORK SELLING
COST OF GOODS SOLD MIX
384030 6/26/2014
100692 COCA -COLA REFRESHMENTS
433.82
345470
0198321921
5842.5515
433.82
384031 6126/2014
129820 COLLIERS INTERNATIONAL
825.99
JULY 2014 MAINTENANCE
345398
061914
5841.6103
825.99
384032 6/2612014
120433 COMCAST
24.83
8772 10 614 0023973
345566
23973 -6/14
1551.6103
170.14
8772 10 614 0496856
345281
496856 -6/14
5210.6188
194.97
384033 6/26/2014
120826 COMCAST SPOTLIGHT
816.61
CABLE TV ADVERTISING
345282
CUST 9630 -5/14
5862.6122
816.62
CABLE TV ADVERTISING
345282
CUST 9630 -5/14
5822.6122
816.62
CABLE TV ADVERTISING
345282
CUST 9630 -5/14
5842.6122
2,449.85
384034 6/26/2014
102478 DAY DISTRIBUTING CO.
1,160.93
345472
756721
5862.5514
70.70
345471
7567222
5862.5515
2,309.70
345473
756724
5842.5514
72.60
345474
756725
5842.5515
384035 6/26/2014
80.41
99.40
78.01
257.82
384036 6/26/2014
809.00
809.00
100720 DEN NYS 5TH AVE. BAKERY
BAKERY
BAKERY
101766 DISPLAY SALES
PROMENADE FLAGS
6/24/2014 8:01:11
Page- 6
Business Unit
DISTRIBUTION
COST OF GOODS SOLD MIX YORK SELLING
PROFESSIONAL SERVICES YORK OCCUPANCY
PROFESSIONAL SERVICES CITY HALL GENERAL
TELEPHONE GOLF DOME PROGRAM
ADVERTISING OTHER VERNON SELLING
ADVERTISING OTHER 50TH ST SELLING
ADVERTISING OTHER YORK SELLING
COST OF GOODS SOLD BEER
VERNON SELLING
COST OF GOODS SOLD MIX
VERNON SELLING
COST OF GOODS SOLD BEER
YORK SELLING
COST OF GOODS SOLD MIX
YORK SELLING
345283 509386 5421.5510 COST OF GOODS SOLD
345284 509794 5421.5510 COST OF GOODS SOLD
345852 510195 5421,5510 COST OF GOODS SOLD
345285 INVO096339 5765.6406
GENERALSUPPLIES
GRILL
GRILL
GRILL
PROMENADE EXPENSES
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by Invoice & Summary
6/26/2014 — 6/26/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
384036
6126/2014
101766 DISPLAY SALES
Continued...
384037
612612014
101747 DRESSER TRAP ROCK INC.
6,493.96
FA2
345286
85872
1314.6517
SAND GRAVEL & ROCK
3,252.04
FA2
345287
85926
1314.6517
SAND GRAVEL & ROCK
9,746.00
384038
6/26/2014
124503 EDEN PRAIRIE WINLECTRIC CO.
338.15
LIGHTING PARTS 00001213
345288
10948300
5761.6530
REPAIR PARTS
338.15
384039
6/26/2014
100744 EDINA CHAMBER OF COMMERCE
360.00
TASTE OF EDINA
345289
TICKET SALES
5822.6122
ADVERTISING OTHER
2,040.00
TASTE OF EDINA
345289
TICKET SALES
5862.6122
ADVERTISING OTHER
3,090.00
TASTE OF EDINA
345289
TICKET SALES
5842.6122
ADVERTISING OTHER
5,490.00
384040
6/26/2014
101837 EDINA POLICE DEPARTMENT
302.00
MUSIC IN THE PARK EVENT
345853
EDP14 -20
2611.6102
CONTRACTUAL SERVICES
302.00
384041
6/26/2014
134409 EFRON, DORIS
109.08
UTILITY OVERPAYMENT REFUND
345854
6208 ORIOLE
5900.2015
CUSTOMER REFUND
LANE
109.08
384042
6/26/2014
118010 EGAN, BILL
675.00
BEAVER REMOVAL 00001157
345400
061414
5932.6103
PROFESSIONAL SERVICES
675.00
384043
6/26/2014
134400 EGGEMEYER, MARIA
45.00
ART CENTER CLASS REFUND
345401
061714
5101.4607
CLASS REGISTRATION
45.00
384044
6/2612014
100049 EHLERS
150.00
TIF REPORTING PREP
345567
348287
9232.6103
PROFESSIONAL SERVICES
150.00
384045
6/26/2014
101956 EMERGENCY APPARATUS MAINTENANCE
265.00
E 81 PUMP TEST
345405
73640
1470.6215
EQUIPMENT MAINTENANCE
265.00
E 82 PUMP TEST
345404
73641
1470.6215
EQUIPMENT MAINTENANCE
6124/2014 8:01:11
Page- 7
Business Unit
STREET RENOVATION
STREET RENOVATION
CENTENNIAL LAKES OPERATING
50TH ST SELLING
VERNON SELLING
YORK SELLING
MUSIC IN EDINA
UTILITY BALANCE SHEET
GENERAL STORM SEWER
ART CENTER REVENUES
CENTENNIAL TIF DISTRICT
FIRE DEPT. GENERAL
FIRE DEPT. GENERAL
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 8:01:11
Council Check Register by GL
Page - 8
Council
Check Register by Invoice & Summary
6/26/2014 —
6/26/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
364046
6/26/2014
101966 EMERGENCY APPARATUS MAINTENANCE
Continued...
265.00
E 83 PUMP TEST
345403
73642
1470.6215
EQUIPMENT MAINTENANCE
FIRE DEPT. GENERAL
2,289.55
T -90 PUMP TEST
345402
73643
1470.6215
EQUIPMENT MAINTENANCE
FIRE DEPT. GENERAL
3,084.55
384046
6/26/2014
104195 EXTREME BEVERAGE LLC.
335.00
345475
\1-975837
5842.5515
COST OF GOODS SOLD MIX
YORK SELLING
335.00
384047
6/2612014
100146 FACTORY MOTOR PARTS COMPANY
49.44
SUPER DUTY PADS
345292
1- 4462145
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
24.03
RESISTOR ASSEMBLY
345293
69- 141292
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
120.32
ROTORS, PADS
345291
69- 141515
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
152.83
HUB ASSEMBLY
345290
69- 141531
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
346.62
384046
6/26/2014
100297 FAST FOTO & DIGITAL
6.44
T2- 336157 INTERN PHOTO
345568
8326063
1120.6406
GENERALSUPPLIES
ADMINISTRATION
6.44
384049
6/26/2014
134398 FAULHABER, MELANIE
83.00
CLASS REFUND
345406
061314
5101.4607
CLASS REGISTRATION
ART CENTER REVENUES
83.00
384050
6/2612014
126004 FERGUSON WATERWORKS
7,191.47
METERS, PARTS 00001152
345294
0064975
5917.6530
REPAIR PARTS
METER REPAIR
7,191.47
384051
6/26/2014
133257 FILBIN, SUSAN
18.00
REIMBURSE CLASS SUPPLIES
345855
062014
5110.6103
PROFESSIONAL SERVICES
ART CENTER ADMINISTRATION
18.00
384052
6/2612014
134405 FOSTER, TRISH
172.00
TENNIS PROGRAM REFUND
345569
REFUND
1600.4390.02
TENNIS PROGRAM
PARK ADMIN. GENERAL
172.00
384053
6/2612014
134414 FREIBERG, KAYE
84.00
ART CLASS REFUND
345856
062014
5101.4607
CLASS REGISTRATION
ART CENTER REVENUES
84.00
384054
61261^"14
134005 GEOGRAPHIC TECHNOLOGIES GROUP
R55CKR2 LOGIS101
345476
168155
5842.5513
CITY OF EDINA
YORK SELLING
714.00
6/24/2014 8:01:11
345477
168246
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
Council Check Register by GL
Page- 9
Council
Check Register by Invoice & Summary
157.35
TRAFFIC LOOP WIRE 00001267
6126/2014 - 6/26/2014
973053440
1330.6215
Check # Date
Amount
Supplier / Explanation
PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
384064 6126/2014
134406 GREAT LAKES LLC
134006 GEOGRAPHIC TECHNOLOGIES
GROUP
Continued...
PLAYGROUND STAFF SHIRTS
345574
7,000.00
GIS NEEDS ASSESSMENT
GENERALSUPPLIES
345570
G20 -11119
1500.6103
PROFESSIONAL SERVICES
CONTINGENCIES
7,000.00
384055 6/26/2014
103186 GERTENS
64.71
PLANTS
00001303
345295
316378/1
1644.6541
PLANTINGS & TREES
TREES & MAINTENANCE
113.29
SHRUBS
00001317
345571
317092/1
1644.6541
PLANTINGS & TREES
TREES & MAINTENANCE
178.00
384056 6/26/2014
101103 GRAINGER
31.78
V -BELTS
00001240
345411
9457565652
5421.6406
GENERALSUPPLIES
GRILL
200.00
NITRILE GLOVES
00006253
345410
9458627891
5422.6406
GENERALSUPPLIES
MAINT OF COURSE & GROUNDS
135.36
THERMOSTAT
00001244
345412
9459140829
5420.6530
REPAIR PARTS
CLUB HOUSE
699.60
NITRILE GLOVES
00001261
345296
9459832615
1646.6406
GENERALSUPPLIES
BUILDING MAINTENANCE
18.16
PRESSURE GAUGE
00006253
345409
9459832623
5422.6611
IRRIGATION EQUIPMENT
MAINT OF COURSE & GROUNDS
135.84
EAR MUFFS
00001268
345297
9461360357
1646.6610
SAFETY EQUIPMENT
BUILDING MAINTENANCE
11.67
SAFETY GLASSES
00005553
345302
9461504723
1301.6610
SAFETY EQUIPMENT
GENERAL MAINTENANCE
65.60
COUPLER PLUGS
00005305
345300
9461786296
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
18.83
CAPACITOR
00001242
345303
9462440844
5932.6406
GENERALSUPPLIES
GENERAL STORM SEWER
97.80
WELDING MASKS
00005330
345299
9462440851
1553.6580
WELDING SUPPLIES
EQUIPMENT OPERATION GEN
482.15
OUTLET BOXES
00005309
345301
9463137407
1553.6406
GENERALSUPPLIES
EQUIPMENT OPERATION GEN
51.30
LIGHT BULBS
00006327
345408
9463783259
5421.6406
GENERALSUPPLIES
GRILL
50.24
EAR PLUGS, GLOVES
00005331
345298
9463945064
1553.6610
SAFETY EQUIPMENT
EQUIPMENT OPERATION GEN
200.00
EAR PLUGS, GLOVES
00005331
345298
9463945064
1301.6610
SAFETY EQUIPMENT
GENERAL MAINTENANCE
45.48
WHEELS FOR HAND CART
00001294
345407
9465572148
5841.6530
REPAIR PARTS
YORK OCCUPANCY
45.84
TOOLS
345829
9469597836
7411.6406
GENERALSUPPLIES
PSTF OCCUPANCY
2,289.65
384057 6/2612014 102217 GRAPE BEGINNINGS INC
180.50
345476
168155
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
714.00
345477
168246
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
894.50
384058 6126/2014
100783 GRAYBAR ELECTRIC CO. INC.
157.35
TRAFFIC LOOP WIRE 00001267
345304
973053440
1330.6215
EQUIPMENT MAINTENANCE
TRAFFIC SIGNALS
157.35
384059 6/26/2014
134406 GREAT LAKES LLC
3,516.00
PLAYGROUND STAFF SHIRTS
345574
536524
1624.6406
GENERALSUPPLIES
PLAYGROUND & THEATER
3,516.00
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 8:01:11
Council Check Register by GL
Page- 10
Council
Check Register by Invoice & Summary
6/26/2014 —
6/26/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
384060
6/2612014
101360 GREEN ACRES SPRINKLER CO.
Continued...
243.90
IRRIGATION REPAIRS
345413
141791
1470.6160
CONTRACTED REPAIRS
FIRE DEPT. GENERAL
243.90
384061
6/26/2014
100785 GREUPNER, JOE
10,511.00
CREDIT CARD GROUP LESSONS
345857
061914
5401.4602
LESSONS
GOLF REVENUES
4,433.00
CREDIT CARD GOLF LESSONS
345858
062014
5401.4602
LESSONS
GOLF REVENUES
14,944.00
384062
6/2612014
106539 GREYSTONE CONSTRUCTION CO.
3,539.10
GRANDVIEW REMODEL
345575
24390
5862.6406
GENERAL SUPPLIES
VERNON SELLING
3,539.10
384063
6/26/2014
134391 GRIMES, LAURYN
63.84
MILEAGE REIMBURSEMENT
345414
061614
1130.6107
MILEAGE OR ALLOWANCE
COMMUNICATIONS
63.84
384064
6/26/2014
100788 H &L MESABI
8,701.80
PLOW BLADES 00005283
345576
91025
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
6,701.80
384065
6/26/2014
129108 HAAG COMPANIES INC.
81.00
345305
053114
1552.6406
GENERAL SUPPLIES
CENT SVC PW BUILDING
129.46
345305
053114
1318.6406
GENERAL SUPPLIES
SNOW & ICE REMOVAL
135.00
345305
053114
1643.6543
SOD & BLACK DIRT
GENERAL TURF CARE
170.00-
345305
053114
5511.6406
GENERALSUPPLIES
ARENA BLDG /GROUNDS
1,371.00
345305
053114
5765.6540
FERTILIZER
PROMENADE EXPENSES
1,410.58
345305
053114
5761.6540
FERTILIZER
CENTENNIAL LAKES OPERATING
413.64
345305
053114
5913.6543
SOD & BLACK DIRT
DISTRIBUTION
3,370.68
384066
6/2612014
100797 HAWKINS INC.
148.91
CHEMICAL 00001246
345306
3605440
5915.6586
WATER TREATMENT SUPPLIES
WATER TREATMENT
148.91
384067
6126/2014
100799 HEDBERG SUPPLY
303.96
PUMP 00006169
345415
362197
5422.6406
GENERAL SUPPLIES
MAINT OF COURSE & GROUNDS
303.96
384068
6/2612014
101209 HEIMARK FOODS
177.12
BEEF PATTIES
345307
025199
5421.5510
COST OF GOODS SOLD
GRILL
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 8:01:11
Council Check Register by GL
Page - 11
Council
Check Register by Invoice & Summary
6/26/2014 — 6/26/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
384068
6/26/2014
101209 HEIMARK FOODS
Continued...
177.12
345308
025207
5421.5510
COST OF GOODS SOLD
GRILL
354.24
384069
6/2612014
128208 HEINZMAN, DAN
12.21
MILEAGE REIMBURSEMENT
286742
042512
5919.6104
CONFERENCES & SCHOOLS
TRAINING
12.21
384070
6/2612014
127071 HELMER PRINTING INC.
135.00
EMPLOYEE NEWSLETTER
345577
152500
1130.6575
PRINTING
COMMUNICATIONS
135.00
384071
6/26/2014
100801 HENNEPIN COUNTY TREASURER
2,923.50
MAY 2014 ROOM & BOARD
345578
1000046547
1195.6225
BOARD & ROOM PRISONER
LEGAL SERVICES
2,923.50
384072
6/26/2014
105436 HENNEPIN COUNTY TREASURER
1,272.00
RADIO FLEET FEE
345417
1000046304
1470.6151
EQUIPMENT RENTAL
FIRE DEPT. GENERAL
1,796.70
RADIO FLEET FEE
345416
1000046305
1400.6230
SERVICE CONTRACTS EQUIPMENT
POLICE DEPT. GENERAL
3,068.70
384073
6126/2014
116680 HEWLETT - PACKARD COMPANY
4,388.09
REPLACEMENT PCS 00004325
345309
54427145
1554.6710
EQUIPMENT REPLACEMENT
CENT SERV GEN - MIS
4,388.09
384074
6126/2014
102484 HIRSHFIELD'S PAINT MANUFACTURING
892.50
STRIPING PAINT 00001934
345310
102174
1642.6544
LINE MARKING POWDER
FIELD MAINTENANCE
892.50
384075
6/2612014
104375 HOHENSTEINS INC.
1,298.50
345478
707860
5862.5514
COST OF GOODS SOLD BEER
VERNON SELLING
2,005.90
345479
708184
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
3,304.40
384076
6126/2014
132938 HOT DISH ADVERTISING LLC
1,395.72
BRANDING SIGNS
345418
21673
5862.6406
GENERAL SUPPLIES
VERNON SELLING
1,395.73
BRANDING SIGNS
345418
21673
5842.6406
GENERAL SUPPLIES
YORK SELLING
2,791.45
384077
6/26/2014
119808 INTEGRA
27.74
ISP BUNDLE
345830
12097542
7411.6406
GENERALSUPPLIES
PSTF OCCUPANCY
R55CKR2 LOGIS101
CITY OF EDINA
6/2412014 8:01:11
Council Check Register by GL
Page- 12
Council
Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
Check # Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
384077 6/26/2014
119808 INTEGRA
Continued...
27.74
384078 6/26/2014
134408 JANCOURT, JAN
10.55
DUPLICATE SEASON PASS
345831
REFUND
5300.2039
SALES & USE TAX PAYABLE
AQUATIC CENTER BALANCE SHEET
145.01
DUPLICATE SEASON PASS
345831
REFUND
5301.4532
SEASON TICKETS
AQUATIC CENTER REVENUES
155.56
384079 6/26/2014
108618 JEFFERSON FIRE & SAFETY INC.
5,561.25
TURNOUT GEAR 00003765
345419
207311
1470.6552
PROTECTIVE CLOTHING
FIRE DEPT. GENERAL
5,561.25
384080 6/26/2014
100828 JERRY'S FOODS
8.49
345311
053114
1628.6406
GENERALSUPPLIES
SENIOR CITIZENS
10.02
345311
053114
1450.6406
GENERALSUPPLIES
ANIMAL CONTROL
18.51
384081 6/2612014
100829 JERRY'S HARDWARE
8.46
345420
052514
1322.6406
GENERALSUPPLIES
STREET LIGHTING ORNAMENTAL
11.97
345420
052514
1262.6406
GENERALSUPPLIES
TRANSPORTATION
45.40
345420
052514
1645.6406
GENERALSUPPLIES
LITTER REMOVAL
65.96
345420
052514
1470.6406
GENERALSUPPLIES
FIRE DEPT. GENERAL
71.14
345420
052514
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
92.76
345420
052514
1400.6406
GENERALSUPPLIES
POLICE DEPT. GENERAL
101.69
345420
052514
1553.6406
GENERALSUPPLIES
EQUIPMENT OPERATION GEN
285.83
345420
052514
1646.6406
GENERALSUPPLIES
BUILDING MAINTENANCE
415.13
345420
052514
1301.6406
GENERALSUPPLIES
GENERAL MAINTENANCE
495.29
345420
052514
1646.6530
REPAIR PARTS
BUILDING MAINTENANCE
1,201.11
345420
052514
1552.6406
GENERALSUPPLIES
CENT SVC PW BUILDING
23.99
345420
052514
4090.6406
GENERALSUPPLIES
50TH &FRANCE MAINTENANCE
296.88
345420
052514
5311.6406
GENERALSUPPLIES
POOL OPERATION
11.18
345420
052514
5430.6406
GENERALSUPPLIES
RICHARDS GOLF COURSE
51.66
345420
052514
5511.6406
GENERALSUPPLIES
ARENA BLDG /GROUNDS
80.12
345420
052514
5761.6406
GENERALSUPPLIES
CENTENNIAL LAKES OPERATING
367.06
345420
052514
5913.6406
GENERALSUPPLIES
DISTRIBUTION
3,625.63
384082 6/26/2014
129635 JESSE JAMES CREATIVE INC.
2,062.50
EDINET ON -CALL MODULE
345579
JJ5425
1130.6124
WEB DEVELOPMENT
COMMUNICATIONS
3,000.00
EDINET LDAP INTEGRATION
345580
JJ5463
1130.6124
WEB DEVELOPMENT
COMMUNICATIONS
5,062.50
R55CKR2 LOGIS101
Check # Date Amount Supplier / Explanation PO #
384082 6/26/2014 129636 JESSE JAMES CREATIVE INC.
384083 6126/2014 121076 JIMMY'S JOHNNYS INC.
51.50 TOILET RENTAL
51.50
CITY OF EDINA
Council Check Register by GL
Council Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
Doc No Inv No Account No
345312 76417 1645.6182
Subledger Account Description
Continued...
RUBBISH REMOVAL
6/24/2014 8:01:11
Page- 13
Business Unit
LITTER REMOVAL
384084 6/2612014
100741 JJ TAYLOR DIST. OF MINN
2,683.45
345484
2225472
5822.5514
COST OF GOODS SOLD BEER
50TH ST SELLING
17.55
345483
2225511
5822.5515
COST OF GOODS SOLD MIX
50TH ST SELLING
57.55-
345485
2225515
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
9,175.70
345482
2225516
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
95.40
345481
2225519
5842.5515
COST OF GOODS SOLD MIX
YORK SELLING
90.00
345480
2225520
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
334.60
345859
2237669
5421.5514
COST OF GOODS SOLD BEER
GRILL
12,339.15
384085 6/26/2014
124104 JOHN DEERE LANDSCAPES
INC.
233.09
CLAMPS, BACKPACK, PITCHER
345313
68321325
1314.6406
GENERALSUPPLIES
STREET RENOVATION
150.00
GYPSUM PELLETS
00001245
345315
68421577
1643.6540
FERTILIZER
GENERAL TURF CARE
95.56
ROUNDUP
00001245
345314
68421680
1643.6406
GENERALSUPPLIES
GENERAL TURF CARE
382.24
ROUNDUP
00001262
345316
68442648
1643.6406
GENERALSUPPLIES
GENERAL TURF CARE
70.07
IRRIGATON REPAIR
00001265
345317
68445031
47085.6710
EQUIPMENT REPLACEMENT
GARDEN PK BASEBALL FIELD
103.77
IRRIGATION REPAIR PARTS
00001271
345318
68471070
1642.6406
GENERALSUPPLIES
FIELD MAINTENANCE
37.20
VALVES
00001283
345321
68504403
1642.6406
GENERALSUPPLIES
FIELD MAINTENANCE
323.33
FERTILIZER
00006176
345421
68515786
5422.6540
FERTILIZER
MAINT OF COURSE & GROUNDS
113.80
IRRIGATION REPAIR PARTS
00001290
345320
68516132
1642.6406
GENERALSUPPLIES
FIELD MAINTENANCE
3.20
COUPLINGS
00001290
345319
68517899
1646.6406
GENERALSUPPLIES
BUILDING MAINTENANCE
1,512.26
384087 6/26/2014
100835 JOHNSON BROTHERS
LIQUOR CO.
203.39
345487
1872897
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
2.80
345891
1872902
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
2,172.10
345489
1872905
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
203.39
345486
1872915
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
60.08
345488
1873460
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
358.85
345495
1878590
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
4,091.68
345886
1878591
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
3,253.42
345888
1878596
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
797.11
345881
1878597
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
2,752.27
345492
1878598
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
20.99
345493
1878599
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
R55CKR2 LOGIS101 CITY OF EDINA 6124/2014 8:01:11
Council Check Register by GL Page - 14
Council Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
Check # Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
384087 6/2612014
100835 JOHNSON BROTHERS LIQUOR CO.
Continued...
263.35
345498
1878600
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
1.12
345491
1878601
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
2,722.13
345887
1878608
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
2,303.52
345882
1878609
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
3,279.61
345883
1878610
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
1,522.22
345889
1878611
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
123.00
345890
1878612
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
2,352.78
345884
1878613
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
98.11
345885
1878614
5842.5515
COST OF GOODS SOLD MIX
YORK SELLING
4,584.60
345494
1878615
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
2,104.91
345497
1878616
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
1,094.86
345490
1878617
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
720.72
345496
1878619
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
130.60
345499
1878620
5862.5515
COST OF GOODS SOLD MIX
VERNON SELLING
9.07-
345505
611092
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
65.84-
345503
614470
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
16.46-
345896
614471
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
69.84-
345504
615522
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
18.83-
345892
621383
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
10.67-
345501
621384
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
12.41-
345502
621385
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
67,79-
345895
622005
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
7.33-
345894
622006
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
14.81-
345500
622007
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
24.00-
345893
622555
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
34,900.56'
384088 6/2612014
102113 JOHNSTONE SUPPLY
269.00
REFRIGERANT 00001278
345322
056643
5912.6406
GENERAL SUPPLIES
WELL HOUSES
13.17
SEALANT 00001289
345832
056965
1470.6530
REPAIR PARTS
FIRE DEPT. GENERAL
282.17
384089 6/26/2014
102603 JONAS, LENORE
60.42
SUPPLIES REIMBURSEMENT
345846
062014
5110.6406
GENERALSUPPLIES
ART CENTER ADMINISTRATION
60.42
384090 6/2612014
134410 KIRCHNER, CATHERINE
220.00
PROGRAM CANCELLATION
345860
REFUND
5401.4593
GREEN FEES EXEC COURSE
GOLF REVENUES
220.00
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 6:01:11
Council Check Register by GL
Page- 15
Council
Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
384091
6/26/2014
134396 KROHN, LISA
Continued...
149.00
JR LEAGUE GOLF CANCELLATION
345422
REFUND
5401.4592
GREEN FEES NINE HOLES
GOLF REVENUES
149.00
384092
6/26/2014
120982 KROOG, RACHEL
200.00
CL PERFORMANCE 7/10/14
345385
060114
5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
200.00
384093
6/26/2014
133469 KRUEGER, JASON
19.26
MILEAGE REIMBURSEMENT
345581
061614
1624.6107
MILEAGE OR ALLOWANCE
PLAYGROUND & THEATER
19.26
384094
6126/2014
134402 LOEWEN, DANIELLE
64.37
PARKING PERMIT REFUND
345423
061714
4090.4751
PARKING PERMITS
50TH &FRANCE MAINTENANCE
64.37
384095
6126/2014
101792 LUBE -TECH
1,277.03
GREASE, OIL 00006163
345424
2383463
5422.6406
GENERAL SUPPLIES
MAINT OF COURSE & GROUNDS
903.99
GREASE 00005038
345323
2364878
1553.6584
LUBRICANTS
EQUIPMENT OPERATION GEN
2,181.02
384096
6/2612014
100443 LUCHT, PETE
112.89
UNIFORM PURCHASE
345582
061914
5913.6201
LAUNDRY
DISTRIBUTION
112.89
384097
612612014
134395 MAHAJAN, ISHA
64.00
SPORTS OF ALL SORTS
345425
REFUNDS
1600.4390.03
FAB 4 & 5
PARKADMIN. GENERAL
90.00
FAB 4 & 5
345425
REFUNDS
1600.4390.03
FAB 4 & 5
PARK ADMIN. GENERAL
154.00
384098
612612014
134401 MAHLUM, KATIE
69.00
HIGHLAND EXPLORERS PROGRAM
345426
REFUND
1600.4390.29
HIGHLANDS EXPLORERS
PARKADMIN. GENERAL
69.00
384099
6/26/2014
117804 MALLOY MONTAGUE KARNOWSKI
4,100.00
2013AUDIT
345427
35878
1160.6130
PROFESSIONALSERV -AUDIT
FINANCE
500.00
2013AUDIT
345427
35878
5110.6130
PROFESSIONAL SERV -AUDIT
ART CENTER ADMINISTRATION
500.00
2013AUDIT
345427
35878
5210.6130
PROFESSIONALSERV -AUDIT
GOLF DOME PROGRAM
1,600.00
2013AUDIT
345427
35878
5410.6130
PROFESSIONAL SERV -AUDIT
GOLF ADMINISTRATION
800.00
2013AUDIT
345427
35878
5710.6130
PROFESSIONALSERV -AUDIT
EDINBOROUGH ADMINISTRATION
800.00
2013AUDIT
345427
35878
5760.6130
PROFESSIONALSERV -AUDIT
CENTENNIAL LAKES ADMIN EXPENSE
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 8:01:11
Council Check Register by GL
Page - 16
Council
Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subiedger Account Description
Business Unit
384099
6/2612014
117804 MALLOY MONTAGUE KARNOWSKI
Continued...
6,300.00
384100
6/26/2014
134063 MANSFIELD OIL COMPANY
19,703.27
UNLEADED FUEL 00005306
345583
669239
1553.6581
GASOLINE
EQUIPMENT OPERATION GEN
1 9,703.27
384101
6/26/2014
122554 MATHESON TRI -GAS INC.
315.37
OXYGEN 00003649
345833
09365903
1470.6510
FIRSTAID SUPPLIES
FIRE DEPT. GENERAL
315.37
384102
6126/2014
101254 MCCORMICK, CAROL
150.00
CL PERFORMANCE 7/01/14
345376
060114
5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
150.00
384103
6/26/2014
113941 MEDICA
1,302.16
AMBULANCE OVERPAYMENT REFUND
345428
ADYSON HACKEL
1470.4329
AMBULANCE FEES
FIRE DEPT. GENERAL
1,302.16
384104
6/26/2014
101483 MENARDS
21.45
PATCH CEMENT, NITRILE GLOVES 00001011
345584
55102
1646.6530
REPAIR PARTS
BUILDING MAINTENANCE
113.90-
RETURN 00001202
345328
58684
1646.6406
GENERAL SUPPLIES
BUILDING MAINTENANCE
19.72
GUTTER SCREEN, SHIFTER INSERTM)001286
345326
58903
1322.6406
GENERAL SUPPLIES
STREET LIGHTING ORNAMENTAL
96.29
CEDAR, CONCRETE MIX 00001296
345324
59089
1646.6577
LUMBER
BUILDING MAINTENANCE
20.37
BRASS SHUT OFF, NOZZLE 00001298
345430
59095
1301.6556
TOOLS
GENERAL MAINTENANCE
74.68
SOCKET SET, WRENCH SET 00001298
345325
59100
1646.6556
TOOLS
BUILDING MAINTENANCE
267.00
COPPER WIRE 00001302
345327
59197
1375.6406
GENERAL SUPPLIES
PARKING RAMP
22.94
GUTTER INSERTS, FILTERS 00001306
345429
59345
1330.6406
GENERAL SUPPLIES
TRAFFIC SIGNALS
122.71
PRUNERS, SHOVELS 00001303
345585
59431
1643.6556
TOOLS
GENERAL TURF CARE
531.26
384105
6/2612014
100886 METROPOLITAN COUNCIL
38,595.25
MAY 2014 SAC
345329
061314
1495.4307
SAC CHARGES
INSPECTIONS
38,595.25
384106
6/26/2014
102729 METROPOLITAN FORD OF EDEN PRAIRIE
12.72
PADS 00005406
345431
489490
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
12.72
384107
6/2612014
134387 MIDWEST MAILING SYSTEMS INC.
157.07
PAMELA PARK MAILING
345330
73578
1120.6575
PRINTING
ADMINISTRATI -''
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 8:01:11
Council Check Register by GL
Page- 17
Council Check Register by Invoice & Summary
6/26/2014 — 6/26/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
384107
6/2612014
134387 MIDWEST MAILING SYSTEMS INC.
Continued...
157.07
384108
612612014
100522 MINNESOTA AIR INC.
81.06
BLOWER WHEEL, V -BELTS 00001232
345331
1383180 -00
1646.6530
REPAIR PARTS
BUILDING MAINTENANCE
81.06
384109
6/26/2014
120301 MINNESOTA MULCH & SOIL
865.69
MULCH
345432
D20155
5422.6541
PLANTINGS & TREES
MAINT OF COURSE & GROUNDS
865.69
384110
6/26/2014
112908 MINNESOTA ROADWAYS CO.
917.00
ASPHALT EMULSION
345332
70741
1314.6519
ROAD OIL
STREET RENOVATION
917.00
384111
6/26/2014
100908 MINNESOTA WANNER CO.
1.80
CAM GASKETS 00005386
345333
0105186 -IN
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
1.80
384112
612612014
128914 MINUTEMAN PRESS
131.00
BRAEMAR GOLF BROCHURES
345335
15622
5410.6575
PRINTING
GOLF ADMINISTRATION
447.99
P -23 FLYERS
345334
15649
44012.1705.20
CONSULTING DESIGN
P23 50TH &FR PARKING &WAYFINDING
578.99
384113
6/26/2014
122249 MN APA
25.00
JOB POSTING AD
345861
062014
1140.6103
PROFESSIONAL SERVICES
PLANNING
25.00
384114
6/26/2014
108668 MORRIS, GRAYLYN
200.00
CL PERFORMANCE 7/03/14
345378
060114
5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
200.00
384115
6/26/2014
103056 NELSON AUTO CENTER
14,825.88
2014 FORD FOCUS 00004041
345435
F4664
421190.6710
EQUIPMENT REPLACEMENT
ASSESSING EQUIPMENT
14,825.88
384116
6/26/2014
131649 NEOPOST GREAT PLAINS
238.00
INK CARTRIDGES -POST MACHINE
345586
G[AR24211
1550.6235
POSTAGE
CENTRAL SERVICES GENERAL
238.00
384117
6/26/2014
100076 NEW FRANCE WINE CO.
R55CKR2 LOGIS101 CITY OF EDINA
Council Check Register by GL
Council Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
Check # Date Amount Supplier / Explanation PO # Doc No Inv No Account No Subiedger Account Description
384117 6/2612014 100076 NEW FRANCE WINE CO. Continued...
764.00 345506 91304 5862.5513 COST OF GOODS SOLD WINE
912.50 345507 91305 5842.5513 COST OF GOODS SOLD WINE
384118
6/26/2014
TELEPHONE
122449 NEW LIFE ENTERPRISES INC.
TELEPHONE
BUILDING MAINTENANCE
TELEPHONE
CENT SERV GEN - MIS
TELEPHONE
25.20
FIREARMS TRAINING BOOKS
345834
6405
7414.6406
25.20
384119
6/26/2014
104350 NIKE USA INC.
759.14
MERCHANDISE
345862
960306101
5440.5511
759.14
384120
6/26/2014
134394 NORDLAND, LISA
62.00
SUPER 6 & 7 PROGRAM
345436
REFUND
1600.4390.27
62.00
384121
6126/2014
100933 NORTHWEST GRAPHIC SUPPLY CO.
188.73
AQUARIUS W/C PAPER 00009325
345863
45580801
5110.6564
298.75
ART SUPPLIES 00009340
345337
45997600
5110.6564
88.85
ART SUPPLIES 00009340
345338
46005100
5110.6564
576.33
384122
6126/2014
132050 NWHSU
275.00
CANCELLATION DUE TO FLOODING
345864
REUFND
5401.4553
275.00
384123
612612014
105901 OERTEL ARCHITECTS
3,845.00
CONSULTING SERVICES
345835
ARCHITECT
7410.6103
3,845.00
384124
6/2612014
103578 OFFICE DEPOT
162.88
THERMAL PAPER
345339
715681183001
5410.6513
162.88
384125
6/26/2014
102712 OFFICE OF ENTERPRISE TECHNOLOGY
24.69
345844
W14050652
1646.6188
24.69
345844
W14050652
1554.6188
49.38
345844
W14050662
1646.6188
74.07
345844
W14050652
1554.6188
74.07
345844
W14050652
1481.6188
GENERALSUPPLIES
6/24/2014 8:01:11
Page - 18
Business Unit
VERNON SELLING
YORK SELLING
PUBLIC PROGRAMS
COST OF GOODS - PRO SHOP PRO SHOP RETAIL SALES
SUPER 6 & 7 PROGRAM PARKADMIN. GENERAL
CRAFT SUPPLIES ART CENTER ADMINISTRATION
CRAFT SUPPLIES ART CENTER ADMINISTRATION
CRAFT SUPPLIES ART CENTER ADMINISTRATION
CLUBHOUSE GOLF REVENUES
PROFESSIONAL SERVICES PSTF ADMINISTRATION
OFFICE SUPPLIES GOLF ADMINISTRATION
TELEPHONE
BUILDING MAINTENANCE
TELEPHONE
CENT SERV GEN - MIS
TELEPHONE
BUILDING MAINTENANCE
TELEPHONE
CENT SERV GEN - MIS
TELEPHONE
YORK FIRE ST -ON
R55CKR2 LOGIS101
YORK SELLING
COST OF GOODS SOLD LIQUOR
YORK SELLING
CITY OF EDINA
VERNON SELLING
COST OF GOODS SOLD WINE
VERNON SELLING
COST OF GOODS SOLD WINE
Council Check
Register by GL
YORK SELLING
COST OF GOODS SOLD LIQUOR
VERNON SELLING
Council
Check Register
by Invoice & Summary
6/26/2014
- 6/26/2014
Check # Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
384125 6/2612014
102712 OFFICE OF ENTERPRISE TECHNOLOGY
172.83
345844
W14050652
1646.6188
222.21
345844
W14050652
1622.6188
49.38
345844
W14050652
5111.6188
24.69
345844
W14050652
5311.6188
98.76
345844
W14050652
5410.6188
111.10
345844
W14050652
5710.6186
111.11
345844
W14050652
5760.6188
49.38
345844
W14050652
5821.6188
74.07
345844
W14060652
5841.6188
74.07
345844
W14050652
5861.6188
49.38
345844
W14050652
5913.6188
262.77
345845
W14050657
5420.6188
1,546.65
384126 6/26/2014
129485 PAPCO INC.
39.05
HAND TOWELS
345837
86416
7411.6511
119.25
TISSUE, RESTROOM CLEANER
345836
86471
7411.6511
158.30
384127 6/26/2014
133335 PASSAGES DESIGN & BUILD LLC
2,500.00
6204 HILLSIDE RD
345865
ED130968
1495.4109
2,500.00
384128 6126/2014
100347 PAUSTIS WINE COMPANY
166.25
345511
8452810 -IN
5842.5512
153.25
345512
8452837 -IN
5842.5512
153.25
345513
8452838 -IN
5862.5512
5,772.30
345509
6453453 -IN
5862.5513
2,232.97
345510
6453458 -IN
5822.5513
4,824.45
345508
8453462 -IN
5842.5513
134.25
345514
8453481 -IN
5862.5512
13,436.72
384129 6/2612014
100945 PEPSI -COLA COMPANY
1,066.32
345340
00402234
5421.5510
408.60
345897
00544636
5842.5515
1,474.92
384130 6/26/2014
134393 PERCY, SARAH
11.87
RENTAL OVERPAYMENT REFUND
345458
061614
5750.2039
Subledger Account Description
Continued...
TELEPHONE
TELEPHONE
TELEPHONE
TELEPHONE
TELEPHONE
TELEPHONE
TELEPHONE
TELEPHONE
TELEPHONE
TELEPHONE
TELEPHONE
TELEPHONE
CLEANING SUPPLIES
CLEANING SUPPLIES
6/24/2014 8:01:11
Page - 19
Business Unit
BUILDING MAINTENANCE
SKATING & HOCKEY
ART CENTER BLDG /MAINT
POOL OPERATION
GOLF ADMINISTRATION
EDINBOROUGH ADMINISTRATION
CENTENNIAL LAKES ADMIN EXPENSE
50TH ST OCCUPANCY
YORK OCCUPANCY
VERNON OCCUPANCY
DISTRIBUTION
CLUB HOUSE
PSTF OCCUPANCY
PSTF OCCUPANCY
CONSTRUCTION DEPOSIT INSPECTIONS
COST OF GOODS SOLD LIQUOR
YORK SELLING
COST OF GOODS SOLD LIQUOR
YORK SELLING
COST OF GOODS SOLD LIQUOR
VERNON SELLING
COST OF GOODS SOLD WINE
VERNON SELLING
COST OF GOODS SOLD WINE
50TH ST SELLING
COST OF GOODS SOLD WINE
YORK SELLING
COST OF GOODS SOLD LIQUOR
VERNON SELLING
COST OF GOODS SOLD GRILL
COST OF GOODS SOLD MIX YORK SELLING
SALES & USE TAX PAYABLE CENTENNIAL LAKES BALANCE SHEET
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 8:01:11
Council Check Register by GL
Page - 20
Council
Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
Check # Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
384130 6/26/2014
134393 PERCY, SARAH
Continued...
163.13
RENTAL OVERPAYMENT REFUND
345458
061614
5751.4555
CENTENNIAL LAKES PARK
CENTENNIAL LAKES REVENUE
175.00
384131 6126/2014
134413 PETERSON, PAUL
36.31
EQUIPMENT RENTAL REFUND
345866
062014
2611.6151
EQUIPMENT RENTAL
MUSIC IN EDINA
36.31
384132 6/26/2014
100743 PHILLIPS WINE & SPIRITS
1,589.57
345898
2622777
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
3,881.15
345901
2622778
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
825.29
345899
2622779
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
65.12
345900
2622780
5842.5515
COST OF GOODS SOLD MIX
YORK SELLING
1,860.81
345517
2622781
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
57.12
345518
2622782
5862.5515
COST OF GOODS SOLD MIX
VERNON SELLING
346.93
345516
2622783
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
1,512.28
345515
2622784
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
4.00-
345903
3524613
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
64.00-
345902
3525781
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
7.58-
345522
3526151
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
32.99-
345519
3528473
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
7.00-
345520
3528925
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
22.32-
345521
3528926
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
10,000.38
384133 612612014
134390 PINSONNEAULT, GRETCHEN
20.00
DEFENSIVE DRIVING CLASS
345437
REFUND
1628.4392.09
SENIOR SPECIAL EVENTS
SENIOR CITIZENS
20.00
384134 6126/2014
130267 PLASTICS INTERNATIONAL
146.82
CLEAR PLEX GLASS 00002055
345341
250812
5761.6406
GENERAL SUPPLIES
CENTENNIAL LAKES OPERATING
146.82
384135 6/26/2014
127773 PREMIER SPECIALTY VEHICLES INC.
276.00
AIR SPRINGS 00005360
345342
3634
1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
276.00
384136 6/2612014
100466 R & R PRODUCTS INC.
528.80
ROTARY BLADES 00006172
345438
CD1800009
5431.6530
REPAIR PARTS
RICHARDS GC MAINTENANCE
528.80
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council
Check Register by Invoice & Summary
6/26/2014 — 6/2612014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
384137
6126/2014
134416 RASMUSSEN, ANIKA
Continued...
104.00
ART CLASS REFUND
345867
REFUND
5101.4607
CLASS REGISTRATION
104.00
384138
6/26/2014
104642 RCM SPECIALTIES INC.
965.34
EMULSION
345343
4236
1314.6519
ROAD OIL
965.34
384139
6/26/2014
125936 REINDERS INC.
556.96
HERITAGE 00006173
345439
1492052 -00
5422.6545
CHEMICALS
1,102.63
HERITAGE 00006173
345440
3026670 -00
5422.6545
CHEMICALS
1,659.59
384140
6/26/2014
132858 REUTER WALTON CONSTRUCTION
2,500.00
5121 INDIANOLAAVE
345441
ED131442REFUND
1495.4109
CONSTRUCTION DEPOSIT
2,500.00
384141
6/2612014
129562 RISCHMILLER, KEITH
15.00
UNIFORM PURCHASE
333112
010314
1301.6201
LAUNDRY
15.00
384142
6/26/2014
101000 RJM PRINTING INC.
146.50
BUSINESS CARDS
345344
81696
1550.6406
GENERAL SUPPLIES
146.50
384143
6126/2014
130823 ROTH, MAARJA
1,852.50
ART WORK SOLD
345868
061914
5101.4413
ART WORK SOLD
1,852.50
384144
6/26/2014
129315 ROY, MALLIKA
78.00
ART CENTER CLASS REFUND
345442
REFUND
5101.4607
CLASS REGISTRATION
78.00
384145
6/26/2014
100988 SAFETY KLEEN
421.83
RECYCLE PARTS WASHER
345345
63761747
1553.6530
REPAIR PARTS
421.83
384146
6/2612014
117807 SAM'S CLUB
133.68
7715 0903 0487 2906
345838
COFFEE, CUPS
7411.6406
GENERAL SUPPLIES
133.68
6/24/2014 8:01:11
Page - 21
Business Unit
ART CENTER REVENUES
STREET RENOVATION
MAINT OF COURSE & GROUNDS
MAINT OF COURSE & GROUNDS
INSPECTIONS
GENERAL MAINTENANCE
CENTRAL SERVICES GENERAL
ART CENTER REVENUES
ART CENTER REVENUES
EQUIPMENT OPERATION GEN
PSTF OCCUPANCY
R55CKR2 LOGIS101
CL PERFORMANCE 7/01/14
345375
061614
CITY OF EDINA
PROFESSIONAL SVC - OTHER
6/24/2014 8:01:11
150.00
Council Check Register by GL
Page - 22
101380 SHAUGHNESSY, SANDRA
Council Check Register by Invoice & Summary
26.85
SUPPLIES REIMBURSEMENT
345847
062014
5110.6406
GENERALSUPPLIES
6/26/2014 - 6/26/2014
53.98
SUPPLIES REIMBURSEMENT
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No Account No
Subledger Account Description
Business Unit
384147
6/26/2014
GENERAL SUPPLIES
101822 SAM'S CLUB DIRECT
269.54
Continued...
82.70
UTILITY CART
345443
0402373069350 1628.6406
GENERAL SUPPLIES
SENIOR CITIZENS
82.70
ACROBAT 00004326
345346
802116866
1170.6160
DATA PROCESSING
384148
6/2612014
118168 SANSIO
384155 6/26/2014
120784 SIGN PRO
50.00
EMS FAXING
345839
INV -16619 -2014 1470.6160
DATA PROCESSING
FIRE DEPT. GENERAL
GOLF CART LOGOS
345348
772.00
EMS SUBSCRIPTION
345840
INV -16804 -2014 1470.6160
DATA PROCESSING
FIRE DEPT. GENERAL
345347
7883
822.00
PRINTING
50TH ST SELLING
213.00
IN STORE MONTHLY SIGNS
345347
384149
6/26/2014
PRINTING
134412 SANTONI, HILARY
213.00
IN STORE MONTHLY SIGNS
345347
7883
5862.6575
PRINTING
275.00
MUSIC IN THE PARK
345869
062014 2611.6103
PROFESSIONAL SERVICES
MUSIC IN EDINA
275.00
384150
6/2612014
100990 SCHARBER & SONS
102.84
BLADES, SHIELD 00005384
345588
P49190 1553.6530
REPAIR PARTS
EQUIPMENT OPERATION GEN
102.84
384151
6/2612014
105817 SHAKESPEARE IN THE PARK
150.00
CL PERFORMANCE 7 /06/14
345379
060114 5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
150.00
384152 6/26/2014 103249 SHANNON, JIM
150.00
CL PERFORMANCE 7/01/14
345375
061614
5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
150.00
384153 6/2612014
101380 SHAUGHNESSY, SANDRA
26.85
SUPPLIES REIMBURSEMENT
345847
062014
5110.6406
GENERALSUPPLIES
ART CENTER ADMINISTRATION
53.98
SUPPLIES REIMBURSEMENT
345847
062014
5111.6406
GENERAL SUPPLIES
ART CENTER BLDG /MAINT
188.71
SUPPLIES REIMBURSEMENT
345847
062014
5120.6406
GENERAL SUPPLIES
ART SUPPLY GIFT GALLERY SHOP
269.54
384154 6126/2014
104098 SHI INTERNATIONAL CORP
269.00
ACROBAT 00004326
345346
802116866
1170.6160
DATA PROCESSING
HUMAN RESOURCES
269.00
384155 6/26/2014
120784 SIGN PRO
1,401.60
GOLF CART LOGOS
345348
7829
5410.6406
GENERAL SUPPLIES
GOLF ADMINISTRATION
213.00
IN STORE MONTHLY SIGNS
345347
7883
5822.6575
PRINTING
50TH ST SELLING
213.00
IN STORE MONTHLY SIGNS
345347
7883
5842.6575
PRINTING
YORK SELLING
213.00
IN STORE MONTHLY SIGNS
345347
7883
5862.6575
PRINTING
VERNON SELLING
2,040.60
R55CKR2 LOGIS101
Check #
Date
Amount Supplier/ Explanation
384165
6/26/2014
120784 SIGN PRO
384156
6/26/2014
100999 SIGNAL SYSTEMS INC.
168.86 TIME CARDS
168.86
384157
6/26/2014
120292 SIGNATURE CONCEPTS
56.00 APPAREL
318.60 APPAREL
384158 612612014 132195 SMALL LOT MN
CITY OF EDINA
Council Check Register by GL
Council Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
PO # Doc No Inv No Account No Subledger Account Description
Continued...
345349 13065624 5410.6406 GENERALSUPPLIES
345841 594646/594647/5 7410.6406
94648
345841 594646/594647/5 7410.5510
94648
GENERAL SUPPLIES
COST OF GOODS SOLD
6/24/2014 8:01:11
Page - 23
Business Unit
GOLF ADMINISTRATION
PSTF ADMINISTRATION
PSTF ADMINISTRATION
631.50
345523
720
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
631.50
384159 612612014
103339 SMITH- SHARPE FIRE BRICK SUPPLY
525.24
KILN PARTS
345870
121162
5111.6530
REPAIR PARTS
ART CENTER BLDG /MAINT
525.24
384160 612612014
127878 SOUTHERN WINE AND SPIRITS
217.00
345527
1172466
5822.5513
COST OF GOODS SOLD WINE
50TH ST SELLING
800.00
345526
1172467
5822.5513
COST OF GOODS SOLD WINE
50TH ST SELLING
2,899.50
345524
1172469
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
4,682.52
345525
1172470
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
2,528.66
345532
1172471
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
161.00
345904
1172472
5842.5513
COST OF GOODS SOLD WINE
YORK SELLING
90.41
345531
1172473
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
3,472.50
345528
1172474
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
5,827.54
345530
1172475
5862.5513
COST OF GOODS SOLD WINE
VERNON SELLING
1,672.84
345529
1172476
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
1,000.00-
345906
9035369
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
500.00-
345906
9035369
5862.5512
COST OF GOODS SOLD LIQUOR
VERNON SELLING
316.00-
345906
9035369
5822.5512
COST OF GOODS SOLD LIQUOR
50TH ST SELLING
250.00-
345905
9035708
5842.5512
COST OF GOODS SOLD LIQUOR
YORK SELLING
20,285.97
384161 6126/2014
129891 SPACK CONSULTING
4,860.00
TRAFFIC /PARKING STUDY
345871
2408
1140.6103
PROFESSIONAL SERVICES
PLANNING
4,860.00
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 8:01 11
Council Check Register by GL
Page- 24
Council
Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
Check # Date
Amount
Supplier / Explanation
PO # Doc No
Inv No
Account No
Subledger Account Description
Business Unit
384161 6/2612014
129891 SPACK CONSULTING
Continued...
384162 6/26/2014
104672 SPRINT
16.51
345587
873184124 -139
1190.6188
TELEPHONE
ASSESSING
24.44
345587
873184124 -139
1553.6188
TELEPHONE
EQUIPMENT OPERATION GEN
42.99
345587
873184124 -139
1260.6188
TELEPHONE
ENGINEERING GENERAL
49.01
345587
873184124 -139
1140.6188
TELEPHONE
PLANNING
63.31
345587
873184124 -139
1552.6188
TELEPHONE
CENT SVC PW BUILDING
95.53
345587
873184124 -139
1322.6188
TELEPHONE
STREET LIGHTING ORNAMENTAL
115.83
345587
873184124 -139
1280.6188
TELEPHONE
SUPERVISION & OVERHEAD
125.97
345587
873184124 -139
1400.6188
TELEPHONE
POLICE DEPT. GENERAL
216.80
345587
873184124 -139
1301.6188
TELEPHONE
GENERAL MAINTENANCE
319.92
345587
873184124 -139
1470.6151
EQUIPMENT RENTAL
FIRE DEPT. GENERAL
393.91
345587
873184124 -139
1640.6188
TELEPHONE
PARK MAINTENANCE GENERAL
762.47
345587
873184124 -139
1400.6160
DATA PROCESSING
POLICE DEPT. GENERAL
49.27
345587
873184124 -139
4090.6188
TELEPHONE
50TH &FRANCE MAINTENANCE
4.03
345587
873184124 -139
5511.6188
TELEPHONE
ARENA BLDG /GROUNDS
521.37
345587
873184124 -139
5910.6188
TELEPHONE
GENERAL (BILLING)
37.05
345587
873184124 -139
7411.6188
TELEPHONE
PSTF OCCUPANCY
2,838.41
384163 6/26/2014
101004 SPS COMPANIES
6.29
PLUMBING PARTS
00001288 345350
S2919372.001
1646.6530
REPAIR PARTS
BUILDING MAINTENANCE
6.29
384164 6126/2014
105136 STANDARD WATER CONTROL
SYSTEMS INC.
82.53
PERMIT REFUND
345444
ED131104
1495.4111
BUILDING PERMITS
INSPECTIONS
82.53
384165 6/2612014
102170 STAR OF THE NORTH CONCERT BAND
100.00
CL PERFORMANCE 7/02/14
345377
060114
5760.6136
PROFESSIONAL SVC - OTHER
CENTENNIAL LAKES ADMIN EXPENSE
100.00
384166 6/26/2014 102390 STRAND MANUFACTURING CO INC
105.00 REPAIR IMPELLER PULLER 00001284 345351 28925 5923.6406 GENERAL SUPPLIES
105.00
384167 6/2612014 101017 SUBURBAN CHEVROLET
106.25 LOCK 00005404 345589 1562744 1553.6530 REPAIR PARTS
106.25
COLLECTION SYSTEMS
EQUIPMENT OPERATION GEN
R55CKR2 LOGIS101
145.20
CITY OF EDINA
384171
6126/2014
Council Check Register by GL
Council
Check Register by Invoice & Summary
PARTIAL PAYMENT NO. 3
345874
062014
01404.1705.30
CONTRACTOR PAYMENTS
6/26/2014 — 6/26/2014
533,645.15
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No Account No
Subledger Account Description
384168
6/26/2014
105874 SUBURBAN TIRE WHOLESALE INC.
Continued...
132.00
71.50
TIRE DISPOSAL 00005321
345352
10125834 1553.6583
TIRES & TUBES
340.62
TIRES 00005374
345353
10125848 1553.6583
TIRES & TUBES
384173
196.00
TIRES 00005402
345354
10126086 1553.6583
TIRES & TUBES
608.12
116.00
345355
384169
6/26/2014
COST OF GOODS SOLD BEER
102925 SUPERIOR TECH PRODUCTS
511.90
345356
829210
2,187.46
FERTILIZER
345445
7394 -RGR 5422.6540
FERTILIZER
345533
2,187.46
5862.5515
COST OF GOODS SOLD MIX
384170
612612014
104932 TAYLOR MADE
384174
6/24/2014 8:01:11
Page- 25
Business Unit
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
EQUIPMENT OPERATION GEN
MAINT OF COURSE & GROUNDS
145.20 DEMO 345872 22335542 5440.5511 COST OF GOODS - PRO SHOP PRO SHOP RETAIL SALES
FRANCEAVE PEDESTRIAN CORRIDOR
ART CENTER REVENUES
CLUB HOUSE
GRILL
VERNON SELLING
LICENSING, PERMITS & RECORDS
EQUIPMENT OPERATION GEN
PSTF ADMINISTRATION
145.20
384171
6126/2014
101930 THOMAS & SONS CONSTRUCTION INC
533,645.15
PARTIAL PAYMENT NO. 3
345874
062014
01404.1705.30
CONTRACTOR PAYMENTS
533,645.15
384172
6/26/2014
134416 THOMAS, LINDSEY
132.00
ART CLASS REFUND
345873
062014
5101.4607
CLASS REGISTRATION
132.00
384173
6/26/2014
101035 THORPE DISTRIBUTING COMPANY
116.00
345355
829141
5420.5514
COST OF GOODS SOLD BEER
511.90
345356
829210
5421.5514
COST OF GOODS SOLD BEER
112.00
345533
829784
5862.5515
COST OF GOODS SOLD MIX
739.90
384174
6126/2014
123129 TIMESAVER OFF SITE SECRETARIAL INC.
306.00
6/3/14 COUNCIL MEETING
345357
M20587
1185.6120
ADVERTISING LEGAL
306.00
384175
6/26/2014
101038 TOLL GAS & WELDING SUPPLY
542.94
WELDING SHIELD CAPS 00005304
345590
10028072
1553.6580
WELDING SUPPLIES
542.94
384176
6/26/2014
124763 TOSHIBA FINANCIAL SERVICES
254.70
COPIER USAGE
345842
255325847
7410.6575
PRINTING
254.70
384177
6/2612014
101693 TOTAL REGISTER SYSTEMS
FRANCEAVE PEDESTRIAN CORRIDOR
ART CENTER REVENUES
CLUB HOUSE
GRILL
VERNON SELLING
LICENSING, PERMITS & RECORDS
EQUIPMENT OPERATION GEN
PSTF ADMINISTRATION
R55CKR2 LOGIS101
CITY OF EDINA
Council Check Register by GL
Council Check Register by Invoice & Summary
6/26/2014 - 6/26/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
384177
6/26/2014
101693 TOTAL REGISTER SYSTEMS
Continued...
372.99
RECEIPT PRINTER
345591
51798
5842.6406
GENERALSUPPLIES
372.99
384178
6126/2014
116535 TRAVELERS
4,058.50
345359
000462470
1550.6200
INSURANCE
4,382.00
DEDUCTIBLE
345358
000462471
1550.6200
INSURANCE
1,592.50
345360
000462867
1550.6200
INSURANCE
105.00
345361
000462868
1550.6200
INSURANCE
10,138.00
384179
6126/2014
118190 TURFWERKS LLC
347.04
MOWER PARTS 00001310
345592
T123696
1641.6530
REPAIR PARTS
347.04
384180
6126/2014
105243 TUSHIE MONTGOMERY ARCHITECTS
394.65
50TH REMODEL
345363
214032A -2
5820.6103
PROFESSIONAL SERVICES
394.65
384181
6/26/2014
102150 TWIN CITY SEED CO.
564.00
SEED MIXTURE 00001190
345362
32524
1642.6547
SEED
676.25
SEED 00006175
345446
32554
5424.6543
SOD & BLACK DIRT
1,240.25
384182
6/26/2014
100410 USA MOBILITY WIRELESS INC.
128.74
PAGERS
345364
X0319246F
1400.6151
EQUIPMENT RENTAL
126.74
384183
6/26/2014
101058 VAN PAPER CO.
141.73
SOAP, CUP LIDS
345365
313170 -01
5421.6406
GENERAL SUPPLIES
314.47
LIQUOR BAGS
345447
314314 -00
5822.6512
PAPER SUPPLIES
456.20
384184
6/2612014
101063 VERSATILE VEHICLES INC.
117.19
WIRING ASSEMBLIES 00002054
345366
605140028
5761.6530
REPAIR PARTS
31.21
TIMING BELT 00006167
345448
610140019
5423.6530
REPAIR PARTS
148.40
384185
6/26/2014
101066 VIKING ELECTRIC SUPPLY
432.06
KNOCK OUT KIT 00001243
345369
8343132
1301.6556
TOOLS
136.54
TIME CLOCKS 00001243
345367
8343296
1322.6406
GENERAL SUPPLIES
6/24/2014 8:01:11
Page - 26
Business Unit
YORK SELLING
CENTRAL SERVICES GENERAL
CENTRAL SERVICES GENERAL
CENTRAL SERVICES GENERAL
CENTRAL SERVICES GENERAL
MOWING
50TH STREET GENERAL
FIELD MAINTENANCE
RANGE
POLICE DEPT. GENERAL
GRILL
50TH ST SELLING
CENTENNIAL LAKES OPERATING
GOLF CARS
GENERAL MAINTENANCE
STREET LIGHT -> 7 , ORNAMENTAL
R55CKR2 LOGIS101
345535 0101037 -IN 5862.5515 COST OF GOODS SOLD MIX VERNON SELLING
374.38
CITY OF EDINA
97.50
345536 0101039 -IN 5862.5513 COST OF GOODS SOLD WINE VERNON SELLING
709.38
YORK SELLING
Council Check Register by GL
MAPS 00003818
345449
061314
Council Check Register by Invoice & Summary
505.00
6/26/2014 - 6/26/2014
6/26/2014
Check # Date
Amount
Supplier / Explanation PO #
Doc No Inv No Account No
Subledger Account Description
384186 6/2612014
OUT OF COUNTY WARRANT
101066 VIKING ELECTRIC SUPPLY
061914
Continued...
69.27
TIME CLOCKS 00001243
345367 8343296 5420.6406
GENERAL SUPPLIES
384190
37.83
3/4 INCH KO DIE 00001276
345368 8355473 1301.6556
TOOLS
677.70
110.00
JR GOLF PROGRAM CANCELLATION
384186 6/26/2014
REFUND
119454 VINOCOPIA
110.00
6/24/2014 8:01:11
Page - 27
Business Unit
CLUB HOUSE
GENERAL MAINTENANCE
237.50
345535 0101037 -IN 5862.5515 COST OF GOODS SOLD MIX VERNON SELLING
374.38
345534 0101038 -IN 5862.5512 COST OF GOODS SOLD LIQUOR VERNON SELLING
97.50
345536 0101039 -IN 5862.5513 COST OF GOODS SOLD WINE VERNON SELLING
709.38
YORK SELLING
384187 612612014 102218 VINTAGE ONE WINES INC.
384188
6/26/2014
COST OF GOODS SOLD WINE
105330 WAGNER, KIM
COST OF GOODS SOLD WINE
YORK SELLING
COST OF GOODS SOLD WINE
YORK SELLING
505.00
MAPS 00003818
345449
061314
505.00
384189
6/26/2014
133515 WASHINGTON COUNTY COURT ADMIN
32.00
OUT OF COUNTY WARRANT
345593
061914
32.00
384190
6/26/2014
134397 WEBER, MARTY
110.00
JR GOLF PROGRAM CANCELLATION
345450
REFUND
110.00
384191
6/26/2014
131421 WILLEMS, MATTHEW
267.95
BOOTS, SHOES
345451
061614
267.95
384192
612612014
101033 WINE COMPANY, THE
354.30
345539
364373 -00
746.85
345538
364538 -00
384193 6126/2014 101312 WINE MERCHANTS
1,987.91 345540 507761
350.72 345907 507763
2,398.08 345908 507765
965.60 345909 507990
5842.5513
1470.6406
1000.2055
5401.4593
1470.6558
5842.5513
5862.5513
5862.5513
5842.5513
5842.5513
5842.5513
COST OF GOODS SOLD WINE YORK SELLING
GENERAL SUPPLIES FIRE DEPT. GENERAL
DUE TO OTHER GOVERNMENTS GENERAL FUND BALANCE SHEET
GREEN FEES EXEC COURSE GOLF REVENUES
DEPT UNIFORMS
FIRE DEPT. GENERAL
COST OF GOODS SOLD WINE YORK SELLING
COST OF GOODS SOLD WINE VERNON SELLING
COST OF GOODS SOLD WINE
VERNON SELLING
COST OF GOODS SOLD WINE
YORK SELLING
COST OF GOODS SOLD WINE
YORK SELLING
COST OF GOODS SOLD WINE
YORK SELLING
R55CKR2 LOGIS101 CITY OF EDINA 6/24/2014 8:01:11
Council Check Register by GL Page- 28
Check # Date Amount Supplier / Explanation PO #
384193 6/26/2014 101312 WINE MERCHANTS
225.00 -
65.12-
5,345.63
384194 6/2612014 134407 WINSON, WILLAIM
3.78 AQUATIC CENTER SEASON PASS
52.00 AQUATIC CENTER SEASON PASS
55.78
384195 6/26/2014 124291 WIRTZ BEVERAGE MINNESOTA
438.45
94.30
3,355.70
6,837.56
179.15
2,540.80
72.54
8,587.61
28.00 -
2.00-
201.00-
270.00-
6.00-
48.00-
490.77-
20,520.22
Council Check Register by Invoice & Summary
124629 WIRTZ BEVERAGE MINNESOTA BEER INC
6/26/2014 -
6/26/2014
Doc No
Inv No
Account No
345910
64780
5862.5513
345541
65517
5842.5513
345911
65562
5862.5513
345843 REFUND
345843 REFUND
345543 1080178966
345549 1080192937
345544 1080192938
345542 1080192939
345545 1080192940
345546 1080192943
345547 1080193054
345548 1080193055
345553 2080041018
345552 2060041022
345555 2080041027
345551 2080041041
345550 2080041056
345554 2080041059
345556 2080043438
345912 2080044578
5300.2039
5301.4532
5842.5512
5862.5515
5862.5513
5862.5512
5862.5513
5842.5513
5842.5515
5842.5512
5862.5513
5842.5513
5862.5513
5842.5513
5842.5513
5862.5513
5842.5512
5842.5512
Subledger Account Description
Continued...
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
SALES & USE TAX PAYABLE
SEASON TICKETS
COST OF GOODS SOLD LIQUOR
COST OF GOODS SOLD MIX
COST OF GOODS SOLD WINE
COST OF GOODS SOLD LIQUOR
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
COST OF GOODS SOLD MIX
COST OF GOODS SOLD LIQUOR
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
COST OF GOODS SOLD WINE
COST OF GOODS SOLD LIQUOR
COST OF GOODS SOLD LIQUOR
Business Unit
VERNON SELLING
YORK SELLING
VERNON SELLING
AQUATIC CENTER BALANCE SHEET
AQUATIC CENTER REVENUES
YORK SELLING
VERNON SELLING
VERNON SELLING
VERNON SELLING
VERNON SELLING
YORK SELLING
YORK SELLING
YORK SELLING
VERNON SELLING
YORK SELLING
VERNON SELLING
YORK SELLING
YORK SELLING
VERNON SELLING
YORK SELLING
YORK SELLING
384196 6/26/2014
124629 WIRTZ BEVERAGE MINNESOTA BEER INC
4,951.15
345558
1090240771
5862.5514
COST OF GOODS SOLD BEER
VERNON SELLING
196.00
345370
1090240776
5421.5514
COST OF GOODS SOLD BEER
GRILL
310.00
345371
1090240777
5421.5514
COST OF GOODS SOLD BEER
GRILL
1,652.50
345557
1090241103
5862.5514
COST OF GOODS SOLD BEER
VERNON SELLING
3,659.55
345560
1090241899
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
43.00
345559
1090241900
5842.5515
COST OF GOODS SOLD MIX
YORK SELLING
336.00
345372
1090241943
5421.5514
COST OF GOODS SOLD BEER
GRILL
3,810.45
345913
1090244494
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
496.20
345914
1090244495
5842.5514
COST OF GOODS SOLD BEER
YORK SELLING
15,454.85
R55CKR2 LOGIS101
CITY OF EDINA
6/24/2014 8:01:11
Council Check Register by GL
Page - 29
Council
Check Register by Invoice & Summary
6/26/2014 —
6/26/2014
Check #
Date
Amount
Supplier / Explanation PO #
Doc No
Inv No
Account No
Subledger Account Description
Business Unit
384196
6126/2014
124629 WIRTZ BEVERAGE MINNESOTA BEER INC
Continued...
384197
6126/2014
101726 XCEL ENERGY
24,386.29
51- 5605640 -1
345373
415655512
5911.6185
LIGHT & POWER
WELL PUMPS
1,906.38
51- 6227619 -3
345453
415667106
5761.6185
LIGHT & POWER
CENTENNIAL LAKES OPERATING
51.07
51- 5276505 -8
345452
416082269
1330.6185
LIGHT & POWER
TRAFFIC SIGNALS
6,811.23
51- 6955679 -8
345455
416135360
1551.6185
LIGHT & POWER
CITY HALL GENERAL
112.34
51- 0010025256 -3
345454
416212097
1322.6185
LIGHT & POWER
STREET LIGHTING ORNAMENTAL
33,267.31
384198
6/26/2014
106014 ZARLING, MARY
70.00
PLAYGROUND PROGRAM REFUND
345456
REFUND
1600.4390.01
PLAYGROUND
PARKADMIN. GENERAL
70.00
384199
6/26/2014
101572 ZARNOTH BRUSH WORKS INC
1,415.00
BROOMS
345374
0149966 -IN
1310.6523
BROOMS
STREET CLEANING
1,415.00
384200
6/26/2014
134399 ZIPSE, KIM
174.00
ART CENTER CLASS REFUND
345457
REFUND
5101.4607
CLASS REGISTRATION
ART CENTER REVENUES
174.00
384203
6/26/2014
133821 BAEUMLER, CHRISTINE
1,050.00
PROMENADE ART CONSULTANT
341458
502
1600.6103
PROFESSIONAL SERVICES
PARKADMIN. GENERAL
1,050.00
384204
6/26/2014
100961 POSTMASTER - USPS
6,550.77
ABOUT TOWN POSTAGE
3459,15
062014
1130.6123
MAGAZINE /NEWSLETTER EXPENSE
COMMUNICATIONS
6,550.77
1,038,066.38
Grand Total
Payment Instrument Totals
Checks
1,032,120.68
A/PACH Payment
5,945.70
Total Payments
1,038,066.38
R55CKS2 LOGIS100 CITY OF EDINA 6/2412014 8:01:25
Company
Amount
01000 GENERAL FUND
209,877.32
02300 POLICE SPECIAL REVENUE
98.93
02600 ARTS AND CULTURE FUND
943.31
04000 WORKING CAPITAL FUND
540,048.84
04200 EQUIPMENT REPLACEMENT FUND
14,825.88
05100 ART CENTER FUND
4,984.29
05200 GOLF DOME FUND
670.14
05300 AQUATIC CENTER FUND
532.91
05400 GOLF COURSE FUND
37,417.79
05500 ICE ARENA FUND
54.68-
05700 EDINBOROUGH PARK FUND
911.10
05750 CENTENNIAL LAKES PARK FUND
9,555.17
05800 LIQUOR FUND
178,608.53
05900 UTILITY FUND
33,849.35
D5930 STORM SEWER FUND
693.83
07400 PSTF AGENCY FUND
4,953.67
09232 CENTENNIAL TIF DISTRICT
150.00
Report Totals 1,038,066.38
Council Check Summary
6/26/2014 - 6/26/2014
We confirm to the best of our knowledge
and belief, that these claims
comply in all material respects
with the requirements of the City
of Edina purchasing policies and
1 /7 / i /
Page - 1
Account
Name Date
* *6043
LISA SCHAEFER 2014/05/08
* *6043
LISA SCHAEFER 2014/05/14
* *0127
KAREN KURT 2014/04/29
* *0127
KAREN KURT 2014/05/14
* *0127
KAREN KURT 2014/05/16
* *0168
SCOTT NEAL 2014/05/01
* *0168
SCOTT NEAL 2014/05/02
* *0168
SCOTT NEAL 2014/05/05
* *0168
SCOTT NEAL 2014/05/07
* *0168
SCOTT NEAL 2014/05/09
* *0168
SCOTT NEAL 2014/05/15
* *0168
SCOTT NEAL 2014/05/21
* *2129
HEATHER BRANIGIN 2014/04/27
* *2129
HEATHER BRANIGIN 2014/05/02
* *2129
HEATHER BRANIGIN 2014/05/06
* *2129
HEATHER BRANIGIN 2014/05/07
* *2129
HEATHER BRANIGIN 2014/05/12
* *2129
HEATHER BRANIGIN 2014/05/12
* *2129
HEATHER BRANIGIN 2014/05/16
* *2129
HEATHER BRANIGIN 2014/05/20
* *2129
HEATHER BRANIGIN 2014/05/21
* *2129
HEATHER BRANIGIN 2014/05/22
* *2129
HEATHER BRANIGIN 2014/05/22
* *9159
CARY TEAGUE 2014/05/23
* *0176
JOHN WALLIN 2014/05/02
* *0176
JOHN WALLIN 2014/05/02
* *0176
JOHN WALLIN 2014/05/02
* *0176
JOHN WALLIN 2014/05/02
* *0143
DEB MANGEN 2014/05/18
* *0143
DEB MANGEN 2014/05/17
* *0143
DEB MANGEN 2014/05/22
* *0143
DEB MANGEN 2014/05/22
* *0184
ROBERT WILSON 2014/05/22
* *2522
BRIAN OLSON 2014/05/05
CITY OF EDINA
CITY COUNCIL CREDIT CARD PAYMENT REGISTER
4/26/14- 05/26/14
Amount Description
$120.00
Software
$24.51
Supplies
$149.00
Conference
$30.75
Food
$8.71
Food
$35.42
Food
$75.97
Food
$30.94
Food
$1,297.00
Training
$33.36
Food
$94.52
Data plan
$5.00
Parking
$32.00
Software
$78.24
Food
$189.98
Food
$9.25
Model policy
$357.31
Food
$254.08
Food
$403.56
Hotel
$189.98
Food
$50.00
Registration
$29.93
Food
$11.77
Food
$56.13
Food
$19.95
Transaction fees
$19.95
Transaction fees -UB
$18.25
Transaction fees
$59.95
Transaction fees -UB
$183.01
HOTELS
$25.00
Baggage
$50.00
Shuttle
$25.00
Baggage
$97.71
Hotel
$25.70
Battery
Merchant Name
City
State
LESSMEETING.COM
LESSMEETING.i
GA
OFFICE MAX
EDINA
MN
ICMA INTERNET
800 - 745 -8780
DC
BLACK BEAR LODGE AN BAXTER
MN
WENDY'S
NISSWA
MN
ASTER CAFE
MINNEAPOLIS
MN
EDINA GRILL
EDINA
MN
EDINA GRILL
EDINA
MN
ICMA
202 - 962 -3621
DC
EDINA GRILL
EDINA
MN
SPRINT *WIRELESS
800 - 639 -6111
KS
IP JACKSON RAMP
ST. PAUL
MN
VOLGISTICS INC
616 - 456 -5388
MI
D BRIANS DELI - ECOMN 612 - 9617550
MN
PINSTRIPES
EDINA
MN
IACP
800 - 843 -4227
VA
KOWALSKI'S MARKET
EAGAN
MN
KOWALSKI'S MARKET
EAGAN
MN
GRAND VIEW LODGE &
' NISSWA
MN
PINSTRIPES
EDINA
MN
SENSIBLE LAND USE CC 612 - 7207667
MN
STARBUCKS JERRY'S El
EDINA
MN
JERRY'S FOODS OF ED
EDINA
MN
EDINA GRILL
EDINA
MN
PAYFLOW /PAYPAL
888 - 883 -9770
TX
PAYFLOW /PAYPAL
888 - 883 -9770
TX
PAYFLOW /PAYPAL
888 - 883 -9770
TX
PAYFLOW /PAYPAL
888- 883 -9770
TX
HYATT HOTELS MILWAL MILWAUKEE
WI
DELTA AIR 0068241253
MINN /ST PAUL
MN
GO RITEWAY TRANSPOI
RICHFIELD
WI
DELTA AIR 0068241533
MILWAUKEE
WI
HOLIDAY INNS
SAINT CLOUD
MN
BATTERIES PLUS #29
ROSEVILLE
MN
Account
1170.6105
1170.6406
1120.6104
1120.6104
1120.6104
1120.6106
1120.6106
1120.6106
1120.6104
1120.6106
1120.6188
1120.6106
1120.6160
1120.6106
1100.6106
1120.6405
1120.6106
1120.6106
1120.6104
1100.6106
1100.6104
1120.6106
1120.6106
1140.6103
1160.6155
5902.6155
1160.6155
5902.6155
1180.6104
1180.6104
1180.6104
1180.6104
1190.6104
1280.6406
G: \Purchasing cards \2014 purchasing card electronic files \2014 USB Purchasing Card Register.xlsx 6/13/2014
CITY OF EDINA
CITY COUNCIL CREDIT CARD PAYMENT REGISTER
4/26/14- 05/26/14
Account
Name
Date
Amount Description
Merchant Name City
State
Account
* *2522
BRIAN OLSON
2014/05/09
$190.45
Hotel
GRAND VIEW LODGE & ' NISSWA
MN
1280.6104
* *9180
MILLNER CHAD
2014/04/25
$24.50
Shipping
USPS 266327043334099C MINNEAPOLIS
MN
01406.1705.31
* *9180
MILLNER CHAD
2014/04/25
$24.50
Shipping
USPS 266327043334099C MINNEAPOLIS
MN
01411.1705.31
* *9180
MILLNER CHAD
2014/04/25
$195.00
Conference
U OF M CCE NONCREDI' 612 - 625 -4259
MN
1262.6104
* *9180
MILLNER CHAD
2014/04/28
$9.48
Food
JERRY'S FOODS OF ED EDINA
MN
01407.1705.31
* *9180
MILLNER CHAD
2014/05/06
$7.78
Food
JERRY'S FOODS OF ED EDINA
MN
01409.1705.31
* *9180
MILLNER CHAD
2014/05/08
$50.00
Registration
SENSIBLE LAND USE CC 612- 7207667
MN
1262.6104
* *9180
MILLNER CHAD
2014/05/09
$134.50
Certification
BOARD OF AELSLAGID 651- 2962388
MN
1260.6104
* *6981
JOHN SCHEERER
2014/04/25
$134.09
Mailbox
HOMEDEPOT.COM 800 - 430 -3376
CA
1318.6406
* *6981
JOHN SCHEERER
2014/04/29
$75.00
Training
PENN FOSTER DOMEST 888 - 4271000
PA
1280.6104
* *6981
JOHN SCHEERER
2014/05/06
$150.00
Training
U OF M CCE NONCREDI' 612 - 625 -4259
MN
1280.6104
* *6981
JOHN SCHEERER
2014/05/06
$150.00
Training
U OF M CCE NONCREDI' 612- 625 -4259
MN
1280.6104
* *6981
JOHN SCHEERER
2014/05/06
$150.00
Training
U OF M CCE NONCREDI'612- 625 -4259
MN
1280.6104
* *6981
JOHN SCHEERER
2014/05/06
$150.00
Training
U OF M CCE NONCREDI' 612- 625 -4259
MN
1280.6104
* *6981
JOHN SCHEERER
2014/05/06
$150.00
Training
U OF M CCE NONCREDI' 612 - 625 -4259
MN
1280.6104
* *6981
JOHN SCHEERER
2014/05/06
$150.00
Training
U OF M CCE NONCREDI" 612- 625 -4259
MN
1280.6104
* *6981
JOHN SCHEERER
2014/05/20
$27.42
Tools
7 CORNERS ACE HARDY 651 - 2244859
MN
1301.6556
* *6999
DAN MCMAHON
2014/05/06
$343.91
PW VFD Boards
DANFOSS 410 - 513 -1162
MD
1280.6406
* *6999
DAN MCMAHON
2014/05/15
$74.80
License
DEPARTMENT OF LABOI651- 2845528
MN
1280.6406
* *6999
DAN MCMAHON
2014/05/19
$265.00
Registration
MN ELECTRICAL ASSOC 612 - 827 -6117
MN
1281.6104
* *6999
DAN MCMAHON
2014/05/19
$245.00
Registration
SPRUNG SERVICES INC 651 - 697 -0334
MN
1281.6104
* *6999
DAN MCMAHON
2014/05/19.
$50.00
License
DEPARTMENT OF LABOI651- 2845528
MN
1280.6105
* *7005
DAVE GOERGEN
2014/04/25
$69.06
Supplies
MENARDS 3282 GOLDEN VALLE MN
5915.6406
* *7005
DAVE GOERGEN
2014/04/25
$183.00
Membership
AMERICAN WATERWOR 800 - 926 -7337
CO
5913.6105
* *7005
DAVE GOERGEN
2014/05/14
$11.84
Supplies
WALLY'S SERVICE STA MINNEAPOLIS
MN
5932.6406
* *7013
GARY WELLS
2014/04/30
$94.61
Supplies
TARGET 00023135 EDINA
MN
5923.6530
* *7013
GARY WELLS
2014/04/30
$21.44
Cable
BEST BUY MHT 0000611 EDEN PRAIRIE
MN
5923.6530
* *7013
GARY WELLS
2014/05/07
$297.42
Supplies
BEST BUY MHT 0000611 EDEN PRAIRIE
MN
5923.6530
* *7013
GARY WELLS
2014/05/07
$42.37
Connector
USA SECURITY INC. 952- 829 -5919
MN
5923.6530
* *7013
GARY WELLS
2014/05/15
$96.53
Battery
ACME TOOLS #220 PLYMOUTH
MN
5913.6530
* *7013
GARY WELLS
2014/05/22
$100.00
Disputed transaction
SP * TRAPLORD WWW.TRAPLOI
NY
5923.6530
* *7013
GARY WELLS
2014/05/22
$52.50
Parts
AMAZON MKTPLACE PM AMZN.COM /BILL WA
5923.6530
* *7013
GARY WELLS
2014/05/23
$188.40
Disputed transaction
MULTISAFEPAY AMSTERDAM
5923.6530
* *7013
GARY WELLS
2014/05/22
$34.58
Disputed transaction
GALIBARDY 44791351519
5923.6530
G: \Purchasi ards \2014 purchasing card electronic
files \2014 USB Purc
ig Card Register.xlsx
6/13/2014
CITY OF EDINA
CITY COUNCIL CREDIT CARD PAYMENT REGISTER
4/26/14- 05/26/14
Account
* *2929
Name
Date
Amount Description
Merchant Name City
State
Account
DAVID NELSON
2014/04/27
$13.00
Parking
LANIER PARKING 10460 ROCHESTER
MN
1419.6104
* *2929
DAVID NELSON
2014/04/27
$149.00
Hotel
HOLIDAY INN CITY CENT ROCHESTER
MN
1419.6104
* *2929
DAVID NELSON
2014/04/27
$149.00
Hotel
HOLIDAY INN CITY CENT ROCHESTER
MN
1419.6104
* *2929
* *2929
DAVID NELSON
2014/05/02
$570.00
Goggles
INNOCORP, LTD 608 - 8455558
WI
1400.6406
*
DAVID NELSON
2014/05/09
$1,089.00
Hardware
APPLE STORE #R054 EDINA
MN
1400.6406
*2929
DAVID NELSON
2014/05/15
$59.29
Shoe shine
KIWISHOESHINE 949 - 722 -0363
CA
1400.6406
* *2929
DAVID NELSON
2014/05/16
$6.36
Keys
JERRY'S DO IT BEST HA EDINA
MN
1400.6406
* *2929
DAVID NELSON
2014/05/23
$44.68
Food
JERRY'S FOODS OF ED EDINA
MN
1400.6406
* *4334
RYAN SCHULTZ
2014/04/29
$53.89
Squad equipment
DAVSTAR SECURITY 334 - 722 -1542
AL
1400.6215
* *4334
RYAN SCHULTZ
2014/04/30
$247.49
Hotel
ARROWWOOD RESORT ALEXANDRIA
MN
1490.6104
* *4334
*
RYAN SCHULTZ
2014/04/30
$247.49
Hotel
ARROWWOOD RESORT ALEXANDRIA
MN
1490.6104
*4334
RYAN SCHULTZ
2014/05/01
$11.46
Kick stand
WILD PRAIRIE HARLEY4 EDEN PRAIRIE
MN
1400.6215
* *4334
*
RYAN SCHULTZ
2014/05/02
$15.23
Fuel
HOLIDAY STNSTORE 41: BURNSVILLE
MN
1400.6107
*4334
RYAN SCHULTZ
2014/05/01
$50.00
Certification
NATIONAL ACADEMY OF 800 - 9606236
UT
2310.6104
* *4334
RYAN SCHULTZ
2014/05/06
$19.00
Fuel
FORD PARKWAY BP SAINT PAUL
MN
1400.6107
* *4334
*
RYAN SCHULTZ
2014/05/05
$13.23
Fuel
HOLIDAY STNSTORE 41: BURNSVILLE
MN
1400.6107
*4334
* *4334
RYAN SCHULTZ
2014/05/08
$859.98
Vehicle equipment
DAYSTAR SECURITY 334 - 722 -1542
AL
1400.6215
* *4334
RYAN SCHULTZ
2014/05/13
$196.27
Teen driving event
DAVANNI'S #15 EDINA
MN
1400.6406
* *4334
RYAN SCHULTZ
2014/05/12
$243.67
Hotel
GRAND VIEW LODGE & ' NISSWA
MN
1400.6104
RYAN SCHULTZ
2014/05/15
$395.97
Boots
INTAPOL INDUSTRIES 201 - 432 -5555
NJ
1400.6203
* *8481
TOM SCHMITZ
2014/05/08
$21.46
Patch sewing
EDEN TAILORS EDEN PRAIRIE
MN
1470.6180
* *8481
*
TOM SCHMITZ
2014/05/13
$4.25
Parking
MN ST IAP ADM PMD PA SAINT PAUL
MN
1470.6107
*8499
CRAIG ESSIG
2014/05/07
$50.00
PIO training
BLK *HENNEPIN HEALTH 866- 992 -3374
CA
1470.6104
* *8499
CRAIG ESSIG
2014/05/16
$573.81
Tuition
MNSCU 877 - 4666728
MN
1470.6104
* *0927
DARRELL TODD
2014/04/25
$58.72
Pelican case
SWPS.COM /210- 590 - 936;210- 590 -9363
TX
1470.6406
* *0927
DARRELL TODD
2014/04/26
$20.00
Data plan
VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
1470.6188
* *0927
*
DARRELL TODD
2014/04/27
$40.00
Data plan
VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
1470.6188
*0927
*
DARRELL TODD
2014/05/01
$3.21
Chalk
MENARDS 3268 EDEN PRAIRIE
MN
1470.6406
*0927
DARRELL TODD
2014/05/13
$7.00
Parking
TECH VILLAGE RAMP DULUTH
MN
1470.6107
* *0927
* *0927
DARRELL TODD
2014/05/13
$33.62
Food
PIZZA LUCE DULUTH III DULUTH
MN
1470.6106
* *0927
DARRELL TODD
2014/05/20
$20.00
Data plan
VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
1470.6188
* *2512
DARRELL TODD
2014/05/24
$20.00
Data plan
VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
1470.6188
*
DAVID FISHER
2014/04/25
$94.76
Training
INT'L CODE COUNCIL IN, 888 - 422 -7233
IL
1495.6405
*2512
DAVID FISHER
2014/04/25
$125.00
ICC Membership
INT'L CODE COUNCIL IN -888- 422 -7233
IL
1495.6105
GAPurchasing cards \2014 purchasing card electronic files \2014 USB Purchasing Card Register.xlsx 6/13/2014
CITY OF EDINA
CITY COUNCIL CREDIT CARD PAYMENT REGISTER
4/26/14- 05/26/14
Account
Name
Date
Amount Description
Merchant Name City
State
Account
* *2512
DAVID FISHER
2014/05/06
$105.00
Training - Schweitzer ACT *10KLAKES 877 - 551 -5560
CA
1495.6104
* *2512
DAVID FISHER
2014/05/12
$105.00
Training - Archer
ACT *10KLAKES 877 - 551 -5560
CA
1495.6104
* *2512
DAVID FISHER
2014/05/14
$75.09
Office supplies
MICRO CENTER #045 RE ST LOUIS PARK MN
1495.6406
* *1996
GUNNAR KAASA
2014/05/02
$454.38
Parts
NPC *NEW PIG CORP 800 - 468 -4647
PA
1553.6585
* *1996
GUNNAR KAASA
2014/05/06
$268.90
Vehicle rental
BUDGET TRUCK271060C BLOOMINGTON
MN
1553.6585
* *1996
GUNNAR KAASA
2014/05/12
$146.76
Supplies
MENARDS 3268 EDEN PRAIRIE
MN
1553.6406
* *1996
GUNNAR KAASA
2014/05/13
$223.81
Degreaser
PAYPAL *INTERSTATE 402 - 935 -7733
FL
1553.6406
* *1996
GUNNAR KAASA
2014/05/14
$33.70
Kerosene
WM H MCCOY PETROLE MINNEAPOLIS
MN
1553.6581
* *1996
GUNNAR KAASA
2014/05/17
$90.17
Parts
NPC *NEW PIG CORP 800 - 468 -4647
PA
1553.6530
* *1996
GUNNAR KAASA
2014/05/19
$217.50
Membership
AMERICAN PUBLIC WOF DAN.PAVLICHC MO
1553.6406
* *1996
GUNNAR KAASA
2014/05/21
$62.03
Parts
ROSEDALE CHEVROLET 651- 636 -0340
MN
1553.6530
* *1996
GUNNAR KAASA
2014/05/22
$61.30
Parts
ROSEDALE CHEVROLET 651- 636 -0340
MN
1553.6530
* *1996
GUNNAR KAASA
2014/05/23
$4.28
Supplies
MICHAELS STORES 373 BLOOMINGTON MN
1553.6406
* *8753
RYAN BROWNING
2014/05/06
$20.00
iPad data - Gilgenbac VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
1130.6160
* *8753
RYAN BROWNING
2014/05/14
$65.98
Presentation remotes AMAZON MKTPLACE PM AMZN.COM /BILL WA
1554.6406
* *5587
DAWN BEITEL
2014/05/18
$64.32
Planter
THE HOME DEPOT 2825 CHASKA
MN
5720.6620
* *5587
DAWN BEITEL
2014/05/18
$38.38
Plant stand
THE HOME DEPOT 2825 CHASKA
MN
5720.6620
* *5587
DAWN BEITEL
2014/05/22
$65.70
Supplies
THE HOME DEPOT 2812 EDEN PRAIRIE
MN
5720.6620
* *6841
ANN KATTREH
2014/05/22
$20.00
Data plan
VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
1600.6188
* *7279
DONNA TILSNER
2014/05/05
$1,375.00
Golf league
FRED RICHARDS GOLF EDINA
MN
1628.6103.02
* *7279
DONNA TILSNER
2014/05/05
$1,300.00
Golf league
FRED RICHARDS GOLF EDINA
MN
1628.6103.02
* *7279
DONNA TILSNER
2014/05/18
$35.37
Golf supplies
TARGET 00002600 ST. LOUIS PAR
MN
1628.6406
* *7130
ERIC BOETTCHER
2014/05/05
$217.21
Supplies
STAPLES 00119180 BLOOMINGTON MN
4075.6406
* *7130
ERIC BOETTCHER
2014/05/11
$14.45
Supplies
OFFICE DEPOT #2600 COON RAPIDS
MN
4075.6406
* *6032
KRISTIN AARSVOLD
2014/05/12
$25.00
Workshop
MN RECREATION AND P 763- 571 -1305
MN
1600.6104
* *6032
KRISTIN AARSVOLD
2014/05/13
$60.00
Workshop
MN RECREATION AND P 763- 571 -1305
MN
1600.6104
* *0756
BOB PRESTRUD
2014/05/01
$150.00
MPSTMA membershi MPSTMA 952 - 473 -3722
MN
1642.6103
* *2293
JENNIFER BENNER0 2014/04/28
($291.75) OFFICE SUPPLIES
AMAZON MKTPLACE PM AMZN.COM /BILL
WA
1130.6406
* *2293
JENNIFER BENNER0 2014/04/29
$79.00
Stock video footage
STK *SHUTTERSTOCK, IP 866- 663 -3954
NY
1130.6408
* *2293
JENNIFER BENNER0 2014/05/01
$5.35
Commercial props
TRADER JOE'S #724 QP; BLOOMINGTON MN
1130.6410
* *2293
JENNIFER BENNERO2014 /05/03
$10.72
Software
ADOBE SYSTEMS, INC. 800 - 833 -6687
WA
1130.6103
* *2293
JENNIFER BENNER02014 /05/05
$20.73
WHOLESALE TRADE TARGET 00002204 EDEN PRAIRIE
MN
1130.6406
* *2293
JENNIFER BENNERO2014 /05/05
$28.80
Groundbreaking
PARTY CITY 1005 EDEN PRAIRIE
MN
1600.6103
* *2293
JENNIFER BENNERO 2014/05/05
$20.00
Data plan - Bennerott VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
1130.6160
G: \Purchasi
ards \2014 purchasing card
electronic files \2014 USB Purc 'ng Card Register.xlsx
6/13/2014
Account
Name Date
* *2293
JENNIFER BENNERO 2014/05/05
* *2293
JENNIFER BENNERO 2014/05/06
* *2293
JENNIFER BENNER02014 /05/05
* *2293
JENNIFER BENNER02014 /05/06
* *2293
JENNIFER BENNERO 2014/05/06
* *2293
JENNIFER BENNERO 2014/05/06
* *2293
JENNIFER BENNERO 2014/05/06
* *2293
JENNIFER BENNER02014 /05/08
* *2293
JENNIFER BENNER02014 /05/11
* *2293
JENNIFER BENNER02014 /05/12
* *2293
JENNIFER BENNER02014 /05/14
* *2293
JENNIFER BENNER02014 /05/16
* *2293
JENNIFER BENNERO 2014/05/16
* *2293
JENNIFER BENNER0 201 4 /05/1 6
* *2293
JENNIFER BENNER02014/05/18
* *2293
JENNIFER BENNER02014 /05/18
* *2293
JENNIFER BENNER02014 /05/19
* *2293
JENNIFER BENNER02014 /05/22
* *2293
JENNIFER BENNERO 2014/05/19
* *8318
TOM SWENSON 2014/04/30
* *8318
TOM SWENSON 2014/05/14
* *8806
MARY WOOLDRIDGE 2014/04/26
* *8806
MARY WOOLDRIDGE 2014/04/28
* *8806
MARY WOOLDRIDGE 2014/05/13
* *8806
MARY WOOLDRIDGE 2014/05/13
* *8806
MARY WOOLDRIDGE 2014/05/15
* *8806
MARY WOOLDRIDGE 2014/05/15
* *8806
MARY WOOLDRIDGE 2014/05/15
* *8806
MARY WOOLDRIDGE 2014/05/20
* *7820
SUSIE MILLER 2014/04/25
*7820
SUSIE MILLER 2014/05/02
* *7820
SUSIE MILLER 2014/05/02
* *7820
SUSIE MILLER 2014/05/03
* *7820
SUSIE MILLER 2014/05/02
CITY OF EDINA
CITY COUNCIL CREDIT CARD PAYMENT REGISTER
4/26/14- 05/26/14
Amount Description
Merchant Name City
State
Account
$20.00
Data plan - Martin
VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
1130.6160
($5.98)
WHOLESALE TRADE
TARGET 00023135 EDINA
MN
1130.6406
$53.63
Software - Denfeld
ADOBE SYSTEMS, INC. 800 - 833 -6687
WA
1130.6406
($5.35)
Office supplies
OFFICE MAX ST. LOUIS PAR
MN
01404.1705.31
$107.25
Groundbreaking food
JIMMY JOHN'S # 517 MINNEAPOLIS
MN
1600.6103
$53.63
Software - Denfeld
ADOBE SYSTEMS, INC. 800 - 833 -6687
WA
1130.6406
$11.96
Online subscription
THE STAR TRIBUNE CIR 612- 6734343
MN
1130.6105
$18.00
Tickets
MAGC 651 - 6754434
MN
1130.6104
$20.00
Data plan - Denfeld
VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
1130.6160
$32.17
Software
ADOBE SYSTEMS, INC. 800 - 833 -6687
WA
1130.6103
$32.17
Software
ADOBE SYSTEMS, INC. 800 - 833 -6687
WA
1130.6103
$268.94
Camera dolly kit
SP * REVOLVE CAMERA REVOLVECAME CA
1130.6410
$50.00
BUSINESS EXPENS
PAYPAL *NATASUMW 402 - 935 -7733
CA
1130.6406
$50.00
BUSINESS EXPENS
PAYPAL *NATASUMW 402 - 935 -7733
CA
1130.6406
$29.95
Online software
2NDSITE FRESHBOOKS 416- 481 -6946
ON
1130.6124
$5.00
Spam blocker
AKSMT.COM 877 - 273 -3049
CA
1130.6124
$200.00
MACTA Conference
MACTA 651- 2906262
MN
1132.6104
$20.00
Data plan
VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
1130.6406
$20.00
Stock photos
123RF.COM INTERNET
1130.6408
$160.26
Rope
THE HOME DEPOT 2812 EDEN PRAIRIE
MN
5210.6406
$63.00
Graph paper
DICKSON 800 - 323 -2448
IL
5422.6406
($26.81)
Supplies
HOMEGOODS #0581 EDINA
MN
5421.6406
$20.00
Data plan
VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
5440.6406
$200.00
Advertising
COMCAST SPOTLIGHT C 847 - 384 -5000
MI
5210.6122
$121.53
Office supplies
OFFICE MAX EDINA
MN
5410.6513
$7.90
Shipping
FEDEX 44838771004756( MEMPHIS
TN
5440.6406
$13.25
Book
AMAZON.COM AMZN.COM /BILL WA
5410.6406
$358.01
Glow supplies
THE GLOW STORE VICTORIA
BC
5424.6590
$28.92
Office supplies
OFFICE DEPOT #415 EDEN PRAIRIE
MN
5410.6513
$95.86
Food
JERRY'S FOODS OF ED EDINA
MN
5511.6406
$695.00
BUSINESS EXPENS
SERVING THE AMERICA 719 - 5381149
CO
5510.6104
$40.56
Food
TARGET 00000034 CRYSTAL
MN
5511.6406
$203.82
Towing
MATTS AUTO SERVICE 1952-9492900
MN
5521.6180
$635.00
AIRLINE
DELTA AIR 00623587471 DELTA.COM
CA
5510.6104
GAPurchasing cards \2014 purchasing card electronic files \2014 USB Purchasing Card Register.xlsx 6/13/2014
Account Name
* *7820
* *7820
* *7820
* *7820
* *7820
* *7820
* *7820
* *7820
* *7820
* *7820
* *3792
* *3792
* *3792
* *3792
* *3792
* *5821
* *5821
* *5821
* *5821
* *9665
* *1282
* *1282
* *1282
* *0116
* *0116
* *0116
* *0116
* *0116
* *0116
* *0116
* *0116
* *0116
* *0116
* *0116
SUSIE MILLER
SUSIE MILLER
SUSIE MILLER
SUSIE MILLER
SUSIE MILLER
SUSIE MILLER
SUSIE MILLER
SUSIE MILLER
SUSIE MILLER
SUSIE MILLER
MICHAEL FREY
MICHAEL FREY
MICHAEL FREY
MICHAEL FREY
MICHAEL FREY
Date
2014/05/12
2014/05/18
2014/05/19
2014/05/18
2014/05/19
2014/05/20
2014/05/20
2014/05/21
2014/05/21
2014/05/21
2014/04/25
2014/05/10
2014/05/14
2014/05/20
2014/05/22
AMY SMITH
2014/05/06
AMY SMITH
2014/05/09
AMY SMITH
2014/05/13
AMY SMITH
2014/05/19
SUSAN FAUS
2014/05/02
PATRICIA MCGRATH 2014/05/05
PATRICIA MCGRATH 2014/05/06
PATRICIA MCGRATH 2014/05/24
TOM SHIRLEY
2014/04/30
TOM SHIRLEY
2014/05/02
TOM SHIRLEY
2014/05/05
TOM SHIRLEY
2014/05/05
TOM SHIRLEY
2014/05/08
TOM SHIRLEY
2014/05/09
TOM SHIRLEY
2014/05/12
TOM SHIRLEY
2014/05/14
TOM SHIRLEY
2014/05/15
TOM SHIRLEY
2014/05/17
TOM SHIRLEY
2014/05/19
CITY OF EDINA
CITY COUNCIL CREDIT CARD PAYMENT REGISTER
4/26/14- 05/26/14
Amount Description
$304.90 Supplies
$17.02 Food
$18.00 Food
$25.00 Baggage
$13.00 Food
$313.47 Hotel
$5.11 Food
$182.43 RENTAL CARS
$16.00 Food
$25.00 Baggage
$202.35 Media
$78.40 Printing
$44.14 Food
$36.91 Food
$29.12 Food
$60.75 Wine
$1,453.58 Chairs
$334.20 Wine
$155.95 Clocks
$30.00 iPad data - Faus
$100.00 Postage
$33.74 Meter rental
$295.60 Lifeguard suits
$287.74 Supplies
$165.74 Supplies
$121.90 Supplies
$53.50 Pavillion supplies
$141.70 Register paper
$251.25 Seeds
$137.40 Pavillion supplies
$126.00 Supplies
$128.83 Building repair
$23.69 Fishing license
$400.40 Clay pots
Merchant Name City State Account
RADIOSHACK COR0016C ST LOUIS PARK MN 5511.6406
NT - IKES MSP 20358776 ST PAUL MN 5510.6104
GORDON BIERSCH -CLM COLUMBUS OH 5510.6104
DELTA AIR 00682416741 MINN /ST PAUL MN 5510.6104
THREE - LEGGED MARE
COLUMBUS
OH
DRURY COLUMBUS CV
( COLUMBUS
OH
SUBWAY 00150920
COLUMBUS
OH
NATIONAL CAR RENTAL COLUMBUS
OH
PF CHANGS #9205
ATLANTA
GA
DELTA AIR 0068241120! COLUMBUS
OH
MEDIA SUPPLY INC
610 - 884 -4400
PA
OVERNIGHTPRINTS
888 - 677 -2000
NV
DOMINO'S 1927
320 - 235 -8277
MN
DOMINO'S 1927
320 - 235 -8277
MN
DOMINO'S 1927
320 - 235 -8277
MN
EDINA LIQUOR YORK
EDINA
MN
BY THE YARD INC
JORDAN
MN
EDINA LIQUOR YORK
EDINA
MN
TARGET 00023135
EDINA
MN
VZWRLSS *PRPAY AUTO 888 - 294 -6804
CA
POSTAGE REFILL
800 - 468 -8454
CT
PITNEY BOWES*
800 - 228 -1071
CT
THE LIFEGUARD STORE 309 - 451 -5858
IL
MENARDS 3297
RICHFIELD
MN
MENARDS 3297
RICHFIELD
MN
MENARDS 3268
EDEN PRAIRIE
MN
MENARDS 3297
RICHFIELD
MN
U BI CON
630 - 660 -8917
IL
TWIN CITY SEED CO
EDINA
MN
MENARDS 3297
RICHFIELD
MN
TWIN CITY SEED CO
EDINA
MN
MENARDS 3297
RICHFIELD
MN
ACT *MNHUNTFISH
888 - 773 -8450
CA
HUMMERT INTERNAT101314- 506 -4511
MO
5510.6104
5510.6104
5510.6104
5510.6104
5510.6104
5510.6104
5125.5510
5110.6575
5110.6564
5110.6564
5110.6564
5420.5513
5424.6406
5421.5513
5410.6406
1600.6188
5710.6235
5710.6235
5311.6201
5761.6406
5761.6406
5761.6406
5761.6406
5760.6513
5761.6620
5761.6406
5761.6620
5761.6406
5760.6105
5761.6406
G: \Purchasi ards \2014 purchasing card electronic files \2014 USB Purc 'ng Card Register.xlsx 6/13/2014
CITY OF EDINA
CITY COUNCIL CREDIT CARD PAYMENT REGISTER
4/26/14- 05/26/14
Account
* *0116
Name
Date
Amount Description
Merchant Name City
State
Account
TOM SHIRLEY
2014/05/19
$96.52
Putting supplies
MENARDS 3297 RICHFIELD
MN
5761.6406
* *0116
TOM SHIRLEY
2014/05/24
$2,115.99
Refrigerator
FOODSERVICEWAREHC877- 877 -4379
CO
5761.6406
* *0093
STEVEN GRAUSAM
2014/04/28
$17.15
Paper
OFFICE MAX EDINA
MN
5822.6512
* *0093
STEVEN GRAUSAM
2014/04/28
$17.15
Paper
OFFICE MAX EDINA
MN
5842.6512
* *0093
STEVEN GRAUSAM
2014/04/28
$17.16
Paper
OFFICE MAX EDINA
MN
5862.6512
* *0093
STEVEN GRAUSAM
2014/05/09
$5.99
Supplies
JERRY'S DO IT BEST HA EDINA
MN
5821.6406
* *0093
STEVEN GRAUSAM
2014/05/09
$399.00
Conference
PAYPAL *MINNESOTAML402- 935 -7733
CA
5820.6106
* *0093
STEVEN GRAUSAM
2014/05/09
$399.00
Conference
PAYPAL *MINNESOTAML402- 935 -7733
CA
5860.6106
* *0093
STEVEN GRAUSAM
2014/05/13
$30.00
Gift cards
EDINA LIQUOR YORK EDINA
MN
5822.6406
* *0093
STEVEN GRAUSAM
2014/05/13
$60.00
Gift cards
EDINA LIQUOR YORK EDINA
MN
5842.6406
* *0093
STEVEN GRAUSAM
2014/05/13
$30.00
Gift cards
EDINA LIQUOR YORK EDINA
MN
5862.6406
* *0025
GERALD KOPLOS
2014/04/26
$100.61
Ammo
MILLS FLEET FARM #3,2, CARVER
MN
7414.6406
* *0025
GERALD KOPLOS
2014/04/30
$11.07
Food
CUB FOODS EDEN PRAI EDEN PRAIRIE
MN
7410.6106
* *0025
GERALD KOPLOS
2014/05/01
$268.04
Wiring module
DKC *DIGI KEY CORP 800 - 344 -4539
MN
7411.6406
* *0025
GERALD KOPLOS
2014/05/13
$10.91
Containers
CUB FOODS EDEN PRAI EDEN PRAIRIE
MN
7411.6406
* *0025
* *0025
GERALD KOPLOS
2014/05/13
$23.45
Supplies
THE HOME DEPOT 2812 EDEN PRAIRIE
MN
7411.6406
* *0025
GERALD KOPLOS
2014/05/16
$104.06
Supplies
JERRY'S DO IT BEST HA EDINA
MN
7411.6406
*
GERALD KOPLOS
2014/05/16
$40.31
Supplies
JERRY'S DO IT BEST HA EDINA
MN
7411.6406
*2223
* *2223
GREG BRETSON
2014/05/05
$58.93
Tools
THE HOME DEPOT 2812 EDEN PRAIRIE
MN
7411.6530
GREG BRETSON
2014/05/06
$37.27
Supplies
THE HOME DEPOT 2812 EDEN PRAIRIE
MN
7411.6406
* *2223
GREG BRETSON
2014/05/19
$46.10
Supplies
JERRY'S DO IT BEST HA EDINA
MN
7411.6406
* *2223
* *2223
GREG BRETSON
2014/05/21
$43.05
Supplies
THE HOME DEPOT 2812 EDEN PRAIRIE
MN
7411.6406
* *9956
GREG BRETSON
2014/05/23
$39.45
Tools
JERRY'S DO IT BEST HA EDINA
MN
7411.6406
DEB FIELDS
2014/05/02
$18.54
Food
DOMINO'S 1927 320 - 235 -8277
MN
7414.6104
* *9956
* *9956
DEB FIELDS
2014/05/01
$30.00
Email service
EMA *EMMA EMAIL MARK 800 - 5954401
TN
7410.6122
* *9956
DEB FIELDS
2014/05/05
$19.80
Advertising
GOOGLE *ADWS510766F CC @GOOGLE.0 CA
7410.6122
DEB FIELDS
2014/05/20
$32.16
Office supplies
OFFICE DEPOT #415 EDEN PRAIRIE
MN
7410.6513
CITY OF EDINA
2014/05/14
($979.50)
Rebate
US Bank
1001.8070
$31,015.83
G: \Purchasing cards \2014 purchasing card electronic files \2014 USB Purchasing Card Register.xlsx 6/13/2014
We confirm to the best of our knowledge
and belief, that these claims
comply in all material respects
with the requirements of the City
of Edina purchasing poligies and
procedu
M
To: Mayor & City Council
oe`'�
0
• ��ooarot�A'�C/
�aaa
Agenda Item #: IV. C.
From: Joyce Repya, Senior Planner Action Cl
Discussion ❑
Date: July 1, 2014 Information ❑
Subject: Fiscal Year 20 15-20 17 Joint Cooperation Agreernent/Community Development
Block Grant (CDBG) Renewal - Resolution No. 2014 -71
Action Requested:
Approve Fiscal Year 2015 -2017 Joint Cooperation Agreement/Community Development Block Grant
(CDBG) Program
Information / Background:
Every three years a new agreement is required between the City of Edina and Hennepin County to
govern the receipt and expenditure of Community Development Block Grant (CDBG) funds for the
period of the agreement. The purpose of the agreement is to set forth broad shared powers for
carrying out housing and community development activities. HUD requires this agreement in order
for Hennepin County to qualify as an urban county and receive CDBG Program entitlement funds.
The existing agreement pertaining to FY 2012 -2014 expires at the end of the year.
Since FY 2009 -2011 the agreement has remained unchanged and participation has been
automatically renewed without requiring the execution of another agreement and resolution. In fact,
the city received a letter from Hennepin County dated April 1, 2014, reflecting the automatic
renewal of the agreement for the Fiscal Year 2015 -2017. However since then, HUD released Notice
CPD -13 -04 dated April 25, 2014 which requires changes to the Joint Cooperation Agreement for
2015 -2017.
The attached 2015 -2017 Joint Cooperation Agreement reflects the following changes:
1) The addition of language stating that the agreement covers not only the CDBG Entitlement
program and the HOME Investment Partnership (HOME), but also the Emergency Solutions
Grants (ESG) programs.
2) The addition of a provision that a unit of general local government may not sell, trade, or
otherwise transfer all or any portion of such funds to another such metropolitan city, urban
county, unit of general local government, or Indian tribe, or insular area that directly or
indirectly receives CDBG funds in exchange for any other funds, credits or non - Federal
considerations, but must use such funds for activities eligible under Title I of the Act. This
new requirement is contained in the FY2014 HUD appropriation bill.
City of Edina • 4801 W. 50th St. • Edina, MN 55424
REPORT & RECOMMENDATION
FY 2015 -2017 Joint Cooperation Agreement Page 2
3) Clarification of Fair Housing language.
Also, the County is taking this opportunity to move contract term language specific to the CDBG
contract year from the Joint Cooperation Agreement, Section D to the annual CDBG Subrecipient
contracts for awards starting in FY 2015.
And lastly, the Planning and Administrative cost language has been expanded to reflect the County's
growing costs associated with compliance and timeliness monitoring, and the potential need for
future increases. The current 13% which has been in effect since 2002 will increase to 20% (the
maximum allowed by HUD).
Due to the aforementioned changes imposed by HUD, Hennepin County has asked the city to
provide a resolution and sign the execution page of the amended Joint Cooperation Agreement for
2015 -2017, attesting to the city's approval of the revised Agreement.
ATTACHMENTS:
A. Resolution 2014 -71
B. Letter from Hennepin County
C. Joint Cooperation Agreement - Contract No. 140805
D. Joint Cooperation Agreement - Reflecting Changes
A1T ".A4
i, A tj
RESOLUTION NO. 2014 -71
AUTHORIZING THE EXECUTION OF A JOINT COOPERATION AGREEMENT BETWEEN
THE CITY OF EDINA AND HENNEPIN COUNTY FOR PARATICIPATION IN THE URBAN
HENNEPIN COUNTY COOMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM IN
FY 2015 - 2017
WHEREAS, the City of Edina, Minnesota and the County of Hennepin have in effect a
Joint Cooperation Agreement for purposes of qualifying as an Urban County under the United
States Department of Housing and Urban Development Community Development Block Grant
(CDBG), Emergency Solutions Grants (ESG) Program, and HOME Investment Partnerships
(HOME) Programs; and
WHEREAS, The City and County wish to execute a new Joint Cooperation Agreement
in order to continue to qualify as an Urban County for purposes of the Community
Development Block Grant, ESG and HOME programs.
BE IT THEREFORE RESOLVED that a new Joint Cooperation Agreement between the
City and County be executed effective October 1, 2014 and that the Mayor and the City
Manager be authorized and directed to sign the Agreement on behalf of the City.
Passed and adopted this day of , 2014
Attest:
Debra A Mangen, City Clerk James B. Hovland, Mayor
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )SS
CITY OF EDINA )
CERTIFICATE OF CITY CLERK
I, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby certify
that the attached and foregoing Resolution was duly adopted by the Edina City Council at its
Regular Meeting of July 1, 2014, and as recorded in the Minutes of said Regular Meeting.
WITNESS my hand and seal of said City this day of , 2014
City Clerk
CITY OF EDINA
4801 West 50th Street • Edina, Minnesota 55424
wwwEdinaMN.gov • 952 - 927 -8861 • Fax 952 - 826 -0389
MW 4M
Hennopofi County DDepaptfent of HougoRgo Cofmunfty Fvovks & Trransot
701 Fourth Avenue South, Suite 400 612 -348 -9260, Phone
Minneapolis, Minnesota 55415 612- 348 -9710, Fax
www.hennepin.us
June 4, 2014
Mr. Scott Neal
City Manager
City of Edina
4801 West 50th Street
Edina, MN 55424
Subject: Fiscal Year 2015 — 2017 Joint Cooperation Agreement /Community Development
Block Grant (CDBG) Program —Action Needed
Dear Mr. Neal:
On April 1, 2014, we sent a letter regarding your participation in the Urban Hennepin
County Community Development Block Grant (CDBG) Program (Urban County CDBG
Program). Since then, HUD released Notice CPD -13 -04 dated April 25, 2014 which
requires certain changes to the Joint Cooperation Agreement (JCA) for 2015 -2017.
The attached revised 2015 -2017 JCA reflects the following changes:
1) The addition of language stating that the agreement covers not only the CDBG
Entitlement program and the HOME Investment Partnership (HOME), but also the
Emergency Solutions Grants (ESG) Programs.
2) The addition of a provision that a unit of general local government may not sell, trade, or
otherwise transfer all or any portion of such funds to another such metropolitan city,
urban county, unit of general local government, or Indian tribe, or insular area that
directly or indirectly receives CDBG funds in exchange for any other funds, credits or
non - Federal considerations, but must use such funds for activities eligible under Title I
of the Act. This new requirement is contained in the FY2014 HUD appropriation bill.
3) Clarification of Fair Housing language.
In addition, we are taking this opportunity to move contract term language specific to the CDBG
contract year from the JCA Section D to the annual CDBG subrecipient contracts for awards
starting in FY 2015.
Finally, Planning and Administrative cost language has been expanded to reflect the County's
growing costs associated with compliance and timeliness monitoring and the potential need for
^nEot ;G••ao;EUnr'iyErn;tcy�r p2cyn"- dPo:; -r
Mr. Neal
June 4, 2014
Page 2
future increases (the County has retained 13 percent since 2002; the maximum allowed by HUD
is 20 percent) within the term of the JCA.
These changes require a certified City resolution approving the new /amended JCA.
Attached is a sample resolution for your use. Please return three signed copies of page 9
of the 2015 -2017 JCA and two certified resolutions by July 18, 2014 to:
Margo Geffen
Manager, Housing Development and Finance
Hennepin County Housing, Community Works and Transit
701 Fourth Avenue South, Suite 400
Minneapolis, MN 55415
Copies of these materials, including a red -lined version of the revised 2015 -2017 JCA, were
also sent to you via email. Please don't hesitate to call me at 612 -543 -1965 or Abby Shafer
at 612 - 348 -2205 with any questions.
Thank you for your patience with respect to the timing of this request.
Sincerely,
Margo Geff
Manager, Housing Development and Finance
Enclosures
cc: Joyce Repya
Abby Shafer, Hennepin County
A° h, c, h im &b
Contract No. 140805
JOINT COOPERATION AGREEMENT
URBAN HENNEPIN COUNTY
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
THIS AGREEMENT made and entered into by and between the COUNTY OF HENNEPIN, State of
Minnesota, hereinafter referred to as "COUNTY," A -2400 Government Center, Minneapolis, Minnesota, 55487,
and the cities executing this Master Agreement, each hereinafter respectively referred to as "COOPERATING
UNIT," said parties to this Agreement each being governmental units of the State of Minnesota, and made pursuant
to Minnesota Statutes, Section 471.59.
WITNESSETH:
COOPERATING UNIT and COUNTY agree that it is desirable and in the interests of their citizens that
COOPERATING UNIT shares its authority to carry out essential community development and housing activities
with COUNTY in order to permit COUNTY to secure and administer Community Development Block Grant and
HOME Investment Partnership funds as an Urban County within the provisions of the Act as herein defined and,
therefore, in consideration of the mutual covenants and promises contained in this Agreement, the parties mutually
agree to the following terms and conditions.
COOPERATING UNIT acknowledges that by the execution of this Agreement that it understands that it:
May not also apply for grants under the State CDBG Program from appropriations for fiscal
years during which it is participating in the Urban County Program; and
2. May not participate in a HOME Consortium except through the Urban County.
3. May not receive a formula allocation under the Emergency Solutions Grants (ESG) Program
except through the Urban County.
I. DEFINITIONS
The definitions contained in 42 U.S.C. 5302 of the Act and 24 CFR §570.3 of the Regulations are
incorporated herein by reference and made a part hereof, and the terms defined in this section have the meanings
given them:
A. "Act" means Title I ofthe Housing and Community Development Act of 1974, as amended, (42 U.S.C.
5301 et seq.).
B. "Activity" means a CDBG - funded activity eligible under Title I of the Housing and Community
Development Act of 1974, as amended. Example: single family rehab activity.
C. "Annual Program" means those combined activities submitted by cooperating units to COUNTY for
CDBG funding as part of the Consolidated Plan.
D. "Consolidated Plan" means the document bearing that title or similarly required statements or
documents submitted to HUD for authorization to expend the annual grant amount and which is
developed by the COUNTY in conjunction with COOPERATING UNITS as part of the Community
Development Block Grant Program.
E. "Cooperating Unit(s)" means any city or town in Hennepin County that has entered into a cooperation
agreement that is identical to this Agreement, as well as Hennepin County, which is a party to each
Agreement.
F. "HUD" means the United States Department of Housing and Urban Development.
G. "Metropolitan City" means any city located in whole or in part in Hennepin County which is certified
by HUD to have a population of 50,000 or more people.
H. "Program" means the HUD Community Development Block Grant Program as defined under Title I of
the Housing and Community Development Act of 1974, as amended.
I. "Program Income" means gross income received by the recipient or a subrecipient directly generated
from the use of CDB G.
J. "Regulations" means the rules and regulations promulgated pursuant to the Act, including but not
limited to 24 CFR Part 570.
K. "Urban County" means the entitlement jurisdiction within the provisions of the Act and includes the
suburban Hennepin County municipalities which are signatories to this Agreement.
II. PURPOSE
The purpose of this Agreement is to authorize COUNTY and COOPERATING UNIT to cooperate to
undertake, or assist in undertaking, community renewal and lower income housing assistance activities and
authorizes COUNTY to carry out these and other eligible activities for the benefit of eligible recipients who reside
within the corporate limits of the COOPERATING UNIT which will be funded from annual Community
Development Block Grant, Emergency Solutions Grants (ESG) Programs and HOME appropriations for the
Federal Fiscal Years 2015, 2016 and 2017 and from any program income generated from the expenditure of such
funds.
III. AGREEMENT
The initial term of this Agreement is for a period commencing on October 1, 2014 and terminating no sooner than
the end of the program year covered by the Consolidated Plan for the basic grant amount for the Fiscal Year 2017,
as authorized by HUD, and for such additional time as may be required for the expenditure of funds granted to the
County for such period. Prior to the end of the initial term and the end of each subsequent qualification period,
the COUNTY, as the lead agency of the URBAN HENNEPIN COUNTY COMMUNITY DEVELOPMENT
BLOCK GRANT PROGRAM, shall provide a written notice to the COOPERATING UNIT of their right not to
participate in a subsequent qualification period. The written notice will provide the COOPERATING UNIT a
minimum thirty (30) day period to submit a written withdrawal. If the COOPERATING UNIT does not submit to
the COUNTY a written withdrawal during the notice period, this Agreement shall be automatically extended for a
subsequent three -year qualifying period.
This Agreement must be amended by written agreement of all parties to incorporate any future changes
necessary to meet the requirements for cooperation agreements set forth in the Urban County Qualification Notice
applicable for the year in which the next qualification of the County is scheduled. Failure by either party to adopt
such an amendment to the Agreement shall automatically terminate the Agreement following the expenditure of all
CDBG and HOME funds allocated for use in the COOPERATING UNIT's jurisdiction.
This Agreement shall remain in effect until the CDBG, HOME and ESG funds and program income
received (with respect to activities carried out during the three -year qualification period, and any successive
qualification periods under agreements that provide for automatic renewals) are expended and the funded activities
completed. COUNTY and COOPERATING UNIT cannot terminate or withdraw form this Agreement while it
remains in effect.
Notwithstanding any other provision of this Agreement, this Agreement may be terminated at the end of the
program period during which HUD withdraws its designation ofthe COUNTY as an Urban County under the Act.
This Agreement shall be executed by the appropriate officers of COOPERATING UNIT and COUNTY
pursuant to authority granted them by their respective governing bodies, and a copy of the authorizing resolution
and executed Agreement shall be filed promptly by the COOPERATING UNIT in the Hennepin County
Department of Housing, Community Works and Transit so that the Agreement can be submitted to HUD by July
25, 2014.
COOPERATING UNIT and COUNTY shall take all actions necessary to assure compliance with the urban
county's certifications required by Section 104(b) of the Title I of the Housing and Community Development Act
of 1974, as amended, including Title VI of the Civil Rights Act of 1964; the Fair Housing Act, and affirmatively
furthering fair housing. COOPERATING UNIT and COUNTY shall also take all actions necessary to assure
compliance with Section 109 of Title I of the Housing and Community Development Act of 1974 (which
incorporates Section 504 of the Rehabilitation Act Of 1973 and the Age Discrimination Act of 1975), and other
applicable laws.
IV. ACTIVITIES
COOPERATING UNIT agrees that awarded grant funds will be used to undertake and carry out, within the
terms of this Agreement, certain activities eligible for funding under the Act. The COUNTY agrees and will assist
COOPERATING UNIT in the undertaking of such essential activities by providing the services specified in this
Agreement. The parties mutually agree to comply with all applicable requirements of the Act and the Regulations
and other relevant Federal and/or Minnesota statutes or regulations in the use of basic grant amounts. Nothing in
this Article shall be construed to lessen or abrogate the COUNTY's responsibility to assume all obligations of an
applicant under the Act, including the development of the Consolidated Plan, pursuant to 24 CFR Part 91.
COOPERATING UNIT further specifically agrees as follows:
A. COOPERATING UNIT will, in accord with a COUNTY- established schedule, prepare and provide to
the COUNTY, in a prescribed form, requests for the use of Community Development Block Grant
Funds consistent with this Agreement, program regulations and the Urban Hennepin County
Consolidated Plan.
B. COOPERATING UNIT acknowledges that, pursuant to 24 CFR §570.501(b), it is subject to the same
requirements applicable to subrecipients, including the requirement for a written Subrecipient
Agreement set forth in 24 CFR §570.503. The Subrecipient Agreement will cover the implementation
requirements for each activity funded pursuant to this Agreement and shall be duly executed with and
in a form prescribed by the COUNTY.
C. COOPERATING UNIT acknowledges that it is subject to the same subrecipient requirements stated in
paragraph B above in instances where an agency other than itself is undertaking an activity pursuant to
this Agreement on behalf of COOPERATING UNIT. In such instances, a written Third Party
Agreement shall be duly executed between the agency and COOPERATING UNIT in a form
prescribed by COUNTY.
D. COOPERATING UNITS shall expend all funds annually allocated to activities pursuant to the
Subrecipient Agreement.
All funds not expended pursuant to the terms of the Subrecipient Agreement will be
relinquished to the COUNTY and will be transferred to a separate account for reallocation on
a competitive request for proposal basis at the discretion of the COUNTY where total of such
funds is $100,000 or greater. Amounts less than $100,000 shall be allocated by COUNTY to
other existing activities consistent with timeliness requirements and Consolidated Plan goals.
E. COUNTY and COOPERATING UNITS shall expend all program income pursuant to this Agreement
as provided below:
Program income from housing rehabilitation activities administered by the COUNTY will be
incorporated into a pool at the discretion of the COUNTY. The pool will be administered by
COUNTY and will be used for housing rehabilitation projects located throughout the entire
Urban County. When possible, COUNTY will give priority to funding housing rehabilitation
projects within the COOPERATING UNIT where the program income was generated. Funds
expended in this manner would be secured by a Repayment Agreement/Mortgage running in
favor of the COUNTY. Program income generated by certain COOPERATING UNITS that
administer their own housing rehabilitation activities may be retained by the COOPERATING
UNIT at its discretion; however, such COOPERATING UNITS will be bound by the
conditions of D.2., above. Only COOPERATING UNITS that were administering their own
activities pursuant to the Joint Cooperation Agreement pertaining to the HUD fiscal years
2012 -2014 will be eligible to retain their program income.
2. COUNTY reserves the option to recapture program income generated by non - housing
rehabilitation activities if said funds have not been expended within twelve (12) months of
being generated. These funds shall be transferred to a separate account for reallocation on a
competitive request for proposal basis administered by COUNTY or, where the total of such
funds does not exceed $100,000, shall be reallocated by COUNTY to other existing activities
consistent with timeliness requirements and Consolidated Plan goals.
F. COOPERATING UNITS are encouraged to undertake joint activities involving the sharing of funding
when such action furthers the goals of the Consolidated Plan and meets the expenditure goals.
G. If COUNTY is notified by HUD that it has not met the performance standard for the timely
expenditure of funds at 24 CFR 570.902(a) and the COUNTY entitlement grant is reduced by HUD
according to its policy on corrective actions, then the basic grant amount to any COOPERATING
UNIT that has not met its expenditure goal shall be reduced accordingly.
H. COOPERATING UNIT will take actions necessary to assist in accomplishing the community
development program and housing goals, as contained in the Urban Hennepin County Consolidated
Plan.
I. COOPERATING UNIT shall ensure that all activities funded, in part or in full by grant funds received
pursuant to this Agreement, shall be undertaken affirmatively with regard to fair housing, employment
and business opportunities for minorities and women. It shall, in implementing all programs and/or
activities funded by the basic grant amount, comply with all applicable Federal and Minnesota Laws,
statutes, rules and regulations with regard to civil rights, affirmative action and equal employment
opportunities and Administrative Rule issued by the COUNTY.
J. COOPERATING UNIT that does not affirmatively further fair housing within its own jurisdiction or
that impedes action by COUNTY to comply with its fair housing certification shall be prohibited from
receiving CDBG funding for any activities.
K. COOPERATING UNIT shall participate in the citizen participation process, as established by
COUNTY, in compliance with the requirements of the Housing and Community Development Act of
1974, as amended.
L. COOPERATING UNIT shall reimburse COUNTY for any expenditure determined by HUD or
COUNTY to be ineligible.
M. COOPERATING UNIT shall prepare, execute, and cause to be filed all documents protecting the
interests of the parties hereto or any other party of interest as may be designated by the COUNTY.
N. COOPERATING UNIT has adopted and is enforcing:
1. A policy prohibiting the use of excessive force by law enforcement agencies within its
jurisdiction against any individuals engaged in nonviolent civil rights demonstrations; and
2. A policy of enforcing applicable State and local laws against physically barring entrance to or
exit from a facility or location which is the subject of such nonviolent civil rights
demonstrations within its jurisdiction.
O. COOPERATING UNIT shall not sell, trade, or otherwise transfer all or any portion of grant funds to
another metropolitan city, urban county, unit of general local government, or Indian tribe, or insular
area that directly or indirectly receives CDBG funds in exchange for any other funds, credits or non-
Federal considerations, but must use such funds for activities eligible under Title I of the Act.
COUNTY further specifically agrees as follows:
A. COUNTY shall prepare and submit to HUD and appropriate reviewing agencies, on an annual basis,
all plans, statements and program documents necessary for receipt of a basic grant amount under the
Act.
B. COUNTY shall provide, to the maximum extent feasible, technical assistance and coordinating
services to COOPERATING UNIT in the preparation and submission of a request for funding.
C. COUNTY shall provide ongoing technical assistance to COOPERATING UNIT to aid COUNTY in
fulfilling its responsibility to HUD for accomplishment of the community development program and
housing goals.
D. COUNTY shall, upon official request by COOPERATING UNIT, agree to administer local housing
rehabilitation activities funded pursuant to the Agreement, provided that COUNTY shall receive
Twelve percent (12 %) ofthe allocation by COOPERATING UNIT to the activity as reimbursement for
costs associated with the administration of COOPERATING UNIT activity.
E. COUNTY may, at its discretion and upon official request by COOPERATING UNIT, agree to
administer, for a possible fee, other activities funded pursuant to this Agreement on behalf of
COOPERATING UNIT.
F. COUNTY may, as necessary for clarification and coordination of program administration, develop and
implement Administrative Rules consistent with the Act, Regulations, HUD administrative directives,
and administrative requirements of COUNTY.
V. ALLOCATION OF BASIC GRANT AMOUNTS
Basic grant amounts received by the COUNTY under Section 106 of the Act shall be allocated as follows:
A. Planning and administration costs are capped to 20 percent of the sum of grant plus program income
that is received during the program year. During the term of this Agreement the COUNTY anticipates
planning and administrative retainage of thirteen to fifteen percent (13 -15 %);included in this
administrative amount is funding for annual county -wide Fair Housing activities.
B. The balance of the basic grant amount shall be made available by COUNTY to COOPERATING
UNITS in accordance with the formula stated in part C and the procedure stated in part D of this
section utilizing U.S. Census Bureau data. The allocation is for planning purposes only and is not a
guarantee of funding.
C. Allocation of funding will be based upon a formula using U.S. Census Bureau data that bears the same
ratio to the balance of the basic grant amount as the average of the ratios between:
1. The population of COOPERATING UNIT and the population of all COOPERATING UNITS.
The extent of poverty in COOPERATING UNIT and the extent of poverty in all
COOPERATING UNITS.
The extent of overcrowded housing by units in COOPERATING UNIT and the extent of
overcrowded housing by units in all COOPERATING UNITS.
4. In determining the average of the above ratios, the ratio involving the extent of poverty shall
be counted twice.
D. Funds will be made available to communities utilizing the formula specified in C of this Section in the
following manner:
All COOPERATING UNITS with aggregate formula percentages of greater than three and
one half percent (3.5 %) of the total using the procedure in part C. of this section will receive
funding allocations in accordance with the COUNTY formula allocations.
2. COOPERATING UNITS with aggregate formula percentages of three and one half percent
(3.5 %) or less of the total using the procedure in part C. of this section will have their funds
consolidated into a pool for award in a manner determined by COUNTY on a competitive
request for proposal basis. Only the COUNTY and COOPERATING UNITS whose funding
has been pooled will be eligible to compete for these funds.
E. The COUNTY shall develop these ratios based upon data to be furnished by HUD. The COUNTY
assumes no duty to gather such data independently and assumes no liability for any errors in the data
furnished by HUD.
F. In the event COOPERATING UNIT does not request a funding allocation, or a portion thereof, the
amount not requested shall be made available to other participating communities, in a manner
determined by COUNTY.
VI. METROPOLITAN CITIES
Any metropolitan city executing this Agreement shall defer their entitlement status and become part of
Urban Hennepin County.
This agreement can be voided ifthe COOPERATING UNIT is advised by HUD, prior to the completion of
the re- qualification process for fiscal years 2015 -2017, that it is eligible to become a metropolitan city and the
COOPERATING UNIT elects to take its entitlement status. If the agreement is not voided on the basis of the
COOPERATING UNIT's eligibility as a metropolitan city prior to June 20, 2014, the COOPERATING UNIT must
remain a part of the COUNTY program for the entire three -year period of the COUNTY qualification.
VII. OPINION OF COUNSEL
The undersigned, on behalf of the Hennepin County Attorney, having reviewed this Agreement, hereby
opines that the terms and provisions of the Agreement are fully authorized under State and local law and that the
COOPERATING UNIT has full legal authority to undertake or assist in undertaking essential community
development and housing assistance activities, specifically urban renewal and publicly- assisted housing.
Assistant County Attorney
VIII. HENNEPIN COUNTY EXECUTION
The Hennepin County Board of Commissioners having duly approved this Agreement on ,
2014, and pursuant to such approval and the proper County official having signed this Agreement, the COUNTY
agrees to be bound by the provisions herein set forth.
COUNTY OF HENNEPIN, STATE OF MINNESOTA
APPROVED AS TO FORM:
By:
Chair of its County Board
Assistant County Attorney
And:
Date: Assistant/Deputy /County Administrator
Attest:
Deputy /Clerk of the County Board
RECOMMENDED FOR APPROVAL
Assistant County Administrator - Public Works
Date:
Department, Housing, Community Works and Transit
Date:
8
IX. COOPERATING UNIT EXECUTION
COOPERATING UNIT, having signed this Agreement, and the COOPERATING UNIT'S governing body
having duly approved this Agreement on , 2014, and pursuant to such approval and the proper city
official having signed this Agreement, COOPERATING UNIT agrees to be bound by the provisions of this Joint
Cooperation Agreement.
CITY OF
By:
Its Mayor
And:
Its City Manager
ATTEST:
CITY MUST CHECK ONE:
The City is organized pursuant to:
Plan A _ Plan B Charter
i11) i/
Contract No. ^
^ �541140805X-XXX
JOINT COOPERATION AGREEMENT
URBAN HENNEPIN COUNTY
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
THIS AGREEMENT made and entered into by and between the COUNTY OF HENNEPIN, State of
Minnesota, hereinafter referred to as "COUNTY," A -2400 Government Center, Minneapolis, Minnesota, 55487,
and the cities executing this Master Agreement, each hereinafter respectively referred to as "COOPERATING
UNIT," said parties to this Agreement each being governmental units ofthe State of Minnesota, and made pursuant
to Minnesota Statutes, Section 471.59:_
WITNESSETH:
COOPERATING UNIT and COUNTY agree that it is desirable and in the interests of their citizens that
COOPERATING UNIT shares its authority to carry out essential community development and housing activities
with COUNTY in order to permit COUNTY to secure and administer Community Development Block Grant and
HOME Investment Partnership funds as an Urban County within the provisions of the Act as herein defined and,
therefore, in consideration ofthe mutual covenants and promises contained in this Agreement, the parties mutually
agree to the following terms and conditions.
COOPERATING UNIT acknowledges that by the execution of this Agreement that it understands that it:
1. May not also apply for grants under the State CDBG Program from appropriations for fiscal
years during which it is participating in the Urban County Program; and
2. May not participate in a HOME Consortium except through the Urban County.
3. May not receive a formula allocation under the Emergency Solutions Grants (ESG) Program
except through the Urban County.
I. DEFINITIONS
The definitions contained in 42 U&GU.S.C. 5302 of the Act and 24 CFR §570.3 of the Regulations are
incorporated herein by reference and made a part hereof, and the terms defined in this section have the meanings
given them:
A. "Act" means Title I ofthe Housing and Community Development Act of 1974, as amended, (42 U.S.C.
5301 et seq.).
B. "Activity" means a CDBG - funded activity eligible under Title I of the Housing and Community
Development Act of 1974, as amended. Example: single family rehab activity.
C. "Annual Program" means those combined activities submitted by cooperating units to COUNTY for
CDBG funding as part of the Consolidated Plan.
D. "Consolidated Plan" means the document bearing that title or similarly required statements or
documents submitted to HUD for authorization to expend the annual grant amount and which is
developed by the COUNTY in conjunction with COOPERATING UNITS as part of the Community
Development Block Grant Program.
E. "Cooperating Unit(s)" means any city or town in Hennepin County that has entered into a cooperation
agreement that is identical to this Agreement, as well as Hennepin County, which is a party to each
Agreement.
F. "HUD" means the United States Department of Housing and Urban Development.
G. "Metropolitan City" means any city located in whole or in part in Hennepin County which is certified
by HUD to have a population of 50,000 or more people.
H. "Program" means the HUD Community Development Block Grant Program as defined under Title I of
the Housing and Community Development Act of 1974, as amended.
I. "Program Income" means gross income received by the recipient or a subrecipient directly generated
from the use of CDBG.
J. 'Regulations" means the rules and regulations promulgated pursuant to the Act, including but not
limited to 24 CFR Part 570.
K. "Urban County" means the entitlement jurisdiction within the provisions of the Act and includes the
suburban Hennepin County municipalities which are signatories to this Agreement.
11. PURPOSE
The purpose of this Agreement is to authorize COUNTY and COOPERATING UNIT to cooperate to
undertake, or assist in undertaking, community renewal and lower income housing assistance activities and
authorizes COUNTY to carry out these and other eligible activities for the benefit of eligible recipients who reside
within the corporate limits of the COOPERATING UNIT which will be funded from annual Community
Development Block Grant Emergency Solutions Grants (ESG) Programs and HOME appropriations for the
Federal Fiscal Years 2009,, z_.v^-�r^v2015. 2016 and 24"2017 and from any program income generated from the
expenditure of such funds.
III. AGREEMENT
The initial term of this Agreement is for a period commencing on October 1, 248$2014 and terminating no sooner
than the end of the program year covered by the Consolidated Plan for the basic grant amount for the Fiscal Year
28442017, as authorized by HUD, and for such additional time as may be required for the expenditure of funds
granted to the County for such period. Prior to the end of the initial term and the end of each subsequent
qualification period, the COUNTY, as the lead agency of the URBAN HENNEPIN COUNTY COMMUNITY
DEVELOPMENT BLOCK GRANT PROGRAM, shall provide a written notice to the COOPERATING UNIT of
their right not to participate in a subsequent qualification period. The written notice will provide the
COOPERATING UNIT a minimum thirty (30) day period to submit a written withdrawal. If the COOPERATING
UNIT does not submit to the COUNTY a written withdrawal during the notice period, this Agreement shall be
automatically extended for a subsequent three -year qualifying period.
This Agreement must be amended by written agreement of all parties to incorporate any future changes
necessary to meet the requirements for cooperation agreements set forth in the Urban County Qualification Notice
applicable for the year in which the next qualification of the County is scheduled. Failure by either party to adopt
such an amendment to the Agreement shall automatically terminate the Agreement following the expenditure of all
CDBG and HOME funds allocated for use in the COOPERATING UNIT's jurisdiction.
This Agreement shall remain in effect until the CDBG. HOME and ESG funds and prog am income
received (with respect to activities carried out during the three -year qualification period, and any successive
qualification periods under agreements that provide for automatic renewals are expended and the funded activities
completed. COUNTY and COOPERATING UNIT cannot terminate or withdraw form this Agreement while it
remains in effect.
Notwithstanding any other provision of this Agreement, this Agreement may be terminated at the end ofthe
program period during which HUD withdraws its designation ofthe COUNTY as an Urban County under the Act.
This Agreement shall be executed by the appropriate officers of COOPERATING UNIT and COUNTY
pursuant to authority granted them by their respective governing bodies, and a copy of the authorizing resolution
and executed Agreement shall be filed promptly by the COOPERATING UNIT in the Hennepin County
Department of Housing, Community Works and Transit, and in ne even+ shall, so that the Agreement can be €fled
late f than i.me 30 2008 ubmitted to HUD by July 25, 2014.
COOPERATING UNIT and COUNTY shall. take all actions necessary to assure compliance with the
applieapXs, rban county's certifications required by Section 104(b) of the Title I of the Housing and Community
Development Act of 1974, as amended, including Title VI of the Civil Rights Act of 1964; the Fair Housing Act,
and affirmatively furthering fair housing. COOPERATING UNIT and COUNTY shall also take all actions
necessary to assure compliance with Section 109 of Title I of the Housing and Community Development Act of
1974; (which incorporates Section 504 ofthe Rehabilitation Act Of 1973 and the Age Discrimination Act of 1975)
and other applicable laws.
IV. ACTIVITIES
COOPERATING UNIT agrees that awarded grant funds will be used to undertake and carry out, within the
terms of this Agreement, certain activities eligible for funding under the Act. The COUNTY agrees and will assist
COOPERATING UNIT in the undertaking of such essential activities by providing the services specified in this
Agreement. The parties mutually agree to comply with all applicable requirements ofthe Act and the Regulations
and other relevant Federal and/or Minnesota statutes or regulations in the use of basic grant amounts. Nothing in
this Article shall be construed to lessen or abrogate the COUNTY's responsibility to assume all obligations of an
applicant under the Act, including the development of the Consolidated Plan, pursuant to 24 CFR Part 91.
COOPERATING UNIT further specifically agrees as follows:
A. COOPERATING UNIT will, in accord with a COUNTY- established schedule, prepare and provide to
the COUNTY, in a prescribed form, requests for the use of Community Development Block Grant
Funds consistent with this Agreement, program regulations and the Urban Hennepin County
Consolidated Plan.
B. COOPERATING UNIT acknowledges that, pursuant to 24 CFR §570.501(b), it is subject to the same
requirements applicable to subrecipients, including the requirement for a written Subrecipient
Agreement set forth in 24 CFR §570.503. The Subrecipient Agreement will cover the implementation
requirements for each activity funded pursuant to this Agreement and shall be duly executed with and
in a form prescribed by the COUNTY.
C. COOPERATING UNIT acknowledges that it is subject to the same subrecipient requirements stated in
paragraph B above in instances where an agency other than itself is undertaking an activity pursuant to
this Agreement on behalf of COOPERATING UNIT. In such instances, a written Third Party
Agreement shall be duly executed between the agency and COOPERATING UNIT in a form
prescribed by COUNTY.
D. COOPERATING UNITS shall expend all funds annually allocated to activities pursuant to "
A • 'tl.: eighteen (1 O) at s of the „tho ..t: by 14UD te expend the basie grant
ametmt—.the Subrecipient Agreement.
1. With eaeb annual pfeg....m COOPERATING TiATiT_Ssshall ....1... it tto the Cv:,n`:TY aefi :t..
L. .1 1 for- the «let: and wEpenditur-e of funds within eighteen (1 Q) ffienths.
t:..:t:es .1' a`he
-e - RGLTf7C2LTAfC- rJI'�GGGRZI'ig Ol'fS Funds fer- aefivities not expended within eighteen (18) nienths may be r-eeaptufed at t
• .1' fi ftl. GO NTV .....1 dist.ibeted by COUNTY as p .ided r ..:« D. A Limited
ited
written r-equest enly where the auther-ized aefivity has been initiated and/or- i� subjeet to ft
3. A d t t an aiintial by GOOPE A T-Pi - UNITS may be appr-eved 13.. pregr-afn
COUNTY NTV t fifteen (1 G) ..t1.s after- initial ffindina has been a ed enly ...L.en the
appfevah Funds net expended within the six (6) men4h ex4ensien per-ied may be r-eeaptur-ed
4-1_A 1l founds Meeaptur -ea by GOUn` All funds not expended pursuant to the terms of the
Subrecipient Agreement will be relinquished to the COUNTY and will be transferred to a
separate account for reallocation on a competitive request for proposal basis at the discretion
of the COUNTY where total of such funds is $100,000 or greater. Amounts less than
$100,000 shall be allocated by COUNTY to other existing activities consistent with timeliness
requirements and Consolidated Plan goals.
E. COUNTY and COOPERATING UNITS shall expend all program income pursuant to this Agreement
as provided below:
1. Program income from housing rehabilitation activities administered by the COUNTY will be
incorporated into a pool at the discretion of the COUNTY. The pool will be administered by
COUNTY and will be used for housing rehabilitation projects located throughout the entire
Urban County. When possible, COUNTY will give priority to funding housing rehabilitation
projects within the COOPERATING UNIT where the program income was generated. Funds
expended in this manner would be secured by a Repayment Agreement/Mortgage running in
favor of the COUNTY. Program income generated by certain COOPERATING UNITS that
administer their own housing rehabilitation activities may be retained by the COOPERATING
UNIT at its discretion; however, such COOPERATING UNITS will be bound by the
conditions of D.2., above. Only COOPERATING UNITS that were administering their own
activities pursuant to the Joint Cooperation Agreement pertaining to the HUD fiscal years
2086- 2M2012 -2014 will be eligible to retain their program income.
COUNTY reserves the option to recapture program income generated by non - housing
rehabilitation activities if said funds have not been expended within twelve (12) months of
being generated. These funds shall be transferred to a separate account for reallocation on a
competitive request for proposal basis administered by COUNTY or, where the total of such
funds does not exceed $100,000, shall be reallocated by COUNTY to other existing activities
consistent with timeliness requirements and Consolidated Plan goals.
F. COOPERATING UNITS are encouraged to undertake joint activities involving the sharing of funding
when such action furthers the goals of the Consolidated Plan and meets the expenditure goals.
G. If COUNTY is notified by HUD that it has not met the performance standard for the timely
expenditure of funds at 24 CFR 570.902(a) and the COUNTY entitlement grant is reduced by HUD
according to its policy on corrective actions, then the basic grant amount to any COOPERATING
UNIT that has not met its expenditure goal shall be reduced accordingly.
H. COOPERATING UNIT will take actions necessary to assist in accomplishing the community
development program and housing goals, as contained in the Urban Hennepin County Consolidated
Plan.
I. COOPERATING UNIT shall ensure that all activities funded, in part or in full by grant funds received
pursuant to this Agreement, shall be undertaken affirmatively with regard to fair housing, employment
and business opportunities for minorities and women. It shall, in implementing all programs and/or
activities funded by the basic grant amount, comply with all applicable Federal and Minnesota Laws,
statutes, rules and regulations with regard to civil rights, affirmative action and equal employment
opportunities and Administrative Rule issued by the COUNTY.
J. COOPERATING UNIT that does not affirmatively further fair housing within its own jurisdiction or
that impedes action by COUNTY to comply with its fair housing certification shall be prohibited from
receiving CDBG funding for any activities.
K. COOPERATING UNIT shall participate in the citizen participation process, as established by
COUNTY, in compliance with the requirements of the Housing and Community Development Act of
1974, as amended.
L. COOPERATING UNIT shall reimburse COUNTY for any expenditure determined by HUD or
COUNTY to be ineligible.
M. COOPERATING UNIT shall prepare, execute, and cause to be filed all documents protecting the
interests of the parties hereto or any other party of interest as may be designated by the COUNTY.
N. COOPERATING UNIT has adopted and is enforcing:
A policy prohibiting the use of excessive force by law enforcement agencies within its
jurisdiction against any individuals engaged in nonviolent civil rights demonstrations; and
2. A policy of enforcing applicable State and local laws against physically barring entrance to or
exit from a facility or location which is the subject of such nonviolent civil rights
demonstrations within its jurisdiction.
O. COOPERATING UNIT shall not sell, trade, or otherwise transfer all or any portion of grant funds to
another metropolitan city, urban county, unit of general local government, or Indian tribe, or insular
area
that directly or indirectly receives CDBG funds in exchange for any other funds. credits or non - Federal
considerations, but must use such funds for activities eligible under Title I of the Act.
COUNTY further specifically agrees as follows:
A. COUNTY shall prepare and submit to HUD and appropriate reviewing agencies, on an annual basis,
all plans, statements and program documents necessary for receipt of a basic grant amount under the
Act.
B. COUNTY shall provide, to the maximum extent feasible, technical assistance and coordinating
services to COOPERATING UNIT in the preparation and submission of a request for funding.
C. COUNTY shall provide ongoing technical assistance to COOPERATING UNIT to aid COUNTY in
fulfilling its responsibility to HUD for accomplishment of the community development program and
housing goals.
D. COUNTY shall, upon official request by COOPERATING UNIT, agree to administer local housing
rehabilitation activities funded pursuant to the Agreement, provided that COUNTY shall receive
Twelve percent (12 %) of the allocation by COOPERATING UNIT to the activity as reimbursement for
costs associated with the administration of COOPERATING UNIT activity.
E. COUNTY may, at its discretion and upon official request by COOPERATING UNIT, agree to
administer, for a possible fee, other activities funded pursuant to this Agreement on behalf of
COOPERATING UNIT.
F. COUNTY may, as necessary for clarification and coordination ofprogram administration, develop and
implement Administrative Rules consistent with the Act, Regulations, HUD administrative directives,
and administrative requirements of COUNTY.
V. ALLOCATION OF BASIC GRANT AMOUNTS
Basic grant amounts received by the COUNTY under Section 106 of the Act shall be allocated as follows:
A. °
Planning and administration costs are capped to 20 percent of the sum of
grant plus program income that is received during the program year. During the term of this
Agreement the COUNTY anticipates planning and administrative retainage of thirteen to fifteen
percent (13 -15 %• ):included in this administrative amount is funding for annual county -wide Fair
Housing activities.
B. The balance of the basic grant amount shall be made available by COUNTY to COOPERATING
UNITS in accordance with the formula stated in part C and the procedure stated in part D of this
section utilizing U.S. Census Bureau data pfevided by HUD. The allocation is for planning purposes
only and is not a guarantee of funding.
C. Allocation of funding will be based upon a formula using U.S. Census Bureau data supplied D
that bears the same ratio to the balance of the basic grant amount as the average of the ratios between:
1. The population of COOPERATING UNIT and the population of all COOPERATING UNITS.
2. The extent of poverty in COOPERATING UNIT and the extent of poverty in all
COOPERATING UNITS.
The extent of overcrowded housing by units in COOPERATING UNIT and the extent of
overcrowded housing by units in all COOPERATING UNITS.
4. In determining the average of the above ratios, the ratio involving the extent of poverty shall
be counted twice.
D. Funds will be made available to communities utilizing the formula specified in C of this Section in the
following manner:
1. All COOPERATING UNITS with aggregate formula percentages of greater than three and
one half percent (3.5 %) of the total using the procedure in part C. of this section will receive
funding allocations in accordance with the COUNTY formula allocations.
2. COOPERATING UNITS with aggregate formula percentages of three and one half percent
(3.5 %) or less of the total using the procedure in part C. of this section will have their funds
consolidated into a pool for award in a manner determined by COUNTY on a competitive
request for proposal basis. Only the COUNTY and COOPERATING UNITS whose funding
has been pooled will be eligible to compete for these funds.
E. The COUNTY shall develop these ratios based upon data to be furnished by HUD. The COUNTY
assumes no duty to gather such data independently and assumes no liability for any errors in the data
furnished by HUD.
F. In the event COOPERATING UNIT does not request a funding allocation, or a portion thereof, the
amount not requested shall be made available to other participating communities, in a manner
determined by COUNTY.
VI. METROPOLITAN CITIES
Any metropolitan city executing this Agreement shall defer their entitlement status and become part of
Urban Hennepin County.
This agreement can be voided if the COOPERATING UNIT is advised by HUD, prior to the completion of
the re- qualification process for fiscal years 2009 '04+2015 -2017, that it is eligible to become a metropolitan city
and the COOPERATING UNIT elects to take its entitlement status. If the agreement is not voided on the basis of
the COOPERATING UNIT's eligibility as a metropolitan city prior to july 8, 2008June 20, 2014, the
COOPERATING UNIT must remain a part of the COUNTY program for the entire three -year period of the
COUNTY qualification.
VII. OPINION OF COUNSEL
The undersigned, on behalf of the Hennepin County Attorney, having reviewed this Agreement, hereby
opines that the terms and provisions of the Agreement are fully authorized under State and local law and that the
COOPERATING UNIT has full legal authority to undertake or assist in undertaking essential community
development and housing assistance activities, specifically urban renewal and publicly - assisted housing.
Assistant County Attorney
VIII. HENNEPIN COUNTY EXECUTION
The Hennepin County Board of Commissioners having duly approved this Agreement on Miry —6,
2-GN 2014 and pursuant to such approval and the proper County official having signed this
Agreement, the COUNTY agrees to be bound by the provisions herein set forth.
COUNTY OF HENNEPIN, STATE OF MINNESOTA
By:
APPROVED AS TO FORM: Chair of its County Board
And:
Assistant County Attorney
Date:
Assistant/Deputy /County Administrator
Attest:
DeputyL Clerk of the
County Board
RECOMMENDED FOR APPROVAL
Assistant County Administrator - Public Works
APPROVED AS TO FORM--.
Date:
Department, Housing, Community Works and Transit
Date:
M
IX. COOPERATING UNIT EXECUTION
COOPERATING UNIT, having signed this Agreement, and the COOPERATING UNIT'S governing body
having duly approved this Agreement on , 2ON2014, and pursuant to such approval and the proper
city official having signed this Agreement, COOPERATING UNIT agrees to be bound by the provisions of this
Joint Cooperation Agreement, eentraet A0805
CITY OF
By:
Its Mayor
And:
Its City Manager
ATTEST:
CITY MUST CHECK ONE:
The City is organized pursuant to:
Plan A Plan B Charter
To: Mayor and City Council
CoRPO�%`�
1688
Agenda Item #: IV. D.
From: David Nelson, Chief of Police Action ❑X
Discussion ❑
Date: July 01, 2014 Information ❑
Subject: Resolution No. 2014 -72. Authorizing Joint Powers Agreement With The State of
Minnesota - Minnesota Financial Crimes Task Force
Action Requested:
That the Edina Police Department be authorized to continue its participation with the Minnesota Financial
Crimes Task Force (MNFCTF), which is administered by the State of Minnesota. The goal of MNFCTF is
to investigate and prosecute identity theft and related financial crimes.
INFORMATION /BACKGROUND:
The Edina Police Department first partnered with the MNFCTF in 2001. The partnership with the
MNFCTF partners Edina officers with local, county, state, and federal law enforcement personnel. Many
financial cases involving identity theft and organized criminal groups are seldom restricted to city borders.
The MNFCTF has a positive record of prosecuting cases that start locally and become federal cases with
national connections. The partnership allows us to work our local cases and also cases discovered
anywhere in the United States that lead back to Edina. This Joint Powers Agreement (JPA) allows the
Edina Police Department to work these local, regional, and national cases and get financial investigative
training funded by the State of Minnesota and Federal Government. The State of Minnesota is the
administrator of the Minnesota Financial Crimes Task Force (MNFCTF).
ATTACHMENTS:
Resolution 2014 -72
City of Edina • 4801 W. 50th St. • Edina, MN 55424
RESOLUTION NO. 2014 -72
AUTHORIZING EXECUTION
OF JOINT POWERS AGREEMENT
CITY OF EDINA AND STATE OF MINNESOTA
WHEREAS, the Edina Police Department has been a member of the Minnesota Financial Crimes
Task Force (MNFCTF) since 2001 and worked to investigate and combat financial crimes locally,
regionally, and nationally.
WHEREAS, this partnership with the State of Minnesota allows the Edina Police Department to
work with State and Federal authorities.
WHEREAS, as a requirement to continue in this program, the City of Edina must authorize a Joint
Powers Agreement between the City of Edina and the State of Minnesota acting through its Department of
Public Safety, Bureau of Criminal Apprehension.
NOW THEREFORE, BE IT RESOLVED that this Joint Powers Agreement will cover from date of
adoption, 2014 — June 30, 2016.
BE IT FURTHER RESOLVED that the City Council is now hereby authorizing the City of Edina
Mayor, City Manager, and Chief of Police to execute this Joint Powers Agreement on behalf of the Edina
Police Department.
Adopted this 1st day of July, 2014.
Attest:
Debra A. Mangen, City Clerk
STATE OF MINNESOTA)
COUNTY OF HENNEPIN) SS
CITY OF EDINA )
CERTIFICATE OF CITY CLERK
James B. Hovland, Mayor
I, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby certify that the attached and
foregoing Resolution was duly adopted by the Edina City Council at its Regular Meeting of QGt9 ,er , 2013 July 1,
2014, and as recorded in the Minutes of said Regular Meeting.
WITNESS my hand and seal of said City this day of
City Clerk
From: Dave Nelson, Chief of Police
Date: July I, 2014
Subject: Request for Purchase — Legacy Light bars
Date Bid Opened or Quote Received:
Company:
Emergency Automotive Technologies
2755 Geneva Avenue North
Oakdale MN 55128
Recommended Quote or Bid:
Sole source for this light bar with preemption installed.
General Information:
• ,`�URPORf'�F9 �
18PP
Agenda Item M IV. E
The Recommended Bid is
Within Budget
❑ Not Within Budget
Bid or Expiration Date:
Amount of Quote or Bid:
$38,018.80
The Edina Police Department's current light bars are ten years old and are at the end of their useful cycle.
Replacement of fifteen light bars for marked police vehicles will improve officer visibility and safety. State
forfeiture funds will be used for this purchase.
City of Edina 4801 W. 50th St. • Edina, MN 55424
�9Zr1A,
o e F. 'Lit
IHHti
To: Mayor and Council Agenda Item #: Revised IV. F.
From: Jeff Brown Action ❑X
Community Health Administrator Discussion ❑
Date: July 1, 2014 Information ❑
Subject: Resolution No. 2014 -77 Approving Public Health Emergency Preparedness Grant
Project Agreement 2014 -2015.
Action Requested:
Adopt Resolution No. 2014 -77 authorizing the City of Edina to amend the current Public Health
Emergency Preparedness Grant Project Agreement with the Minnesota Department of Health (MDH)
and receive additional grant funding of $39,198.
Information / Background:
The City of Edina receives funding from the Minnesota Department of Health for Public Health Emergency
Preparedness to continue preparing for response to bioterrorism, infectious diseases, mass dispensing, and
other threats to public health. This amendment is the funding mechanism for the July 2014 through June
2015 budget period. The total amount of funding for the budget period is $39,198.
This amendment builds upon the activities completed in the previous budget periods, and will address
ongoing changes in federal requirements. Funding will be used to carry on progress in achieving operational
capacity and implementation of preparedness capabilities in Edina's Public Health operations. As in the past,
the grant money will be used specifically to cover costs of the Public Health Emergency Preparedness
contract with the City of Bloomington, Edina Health Division staff training, emergency preparedness
supplies, and administration of the grant.
The City Attorney has reviewed and approved the Amendment.
Additional Information / Background:
Resolution No. 2014 -77
Minnesota Department of Health Grant Project Agreement Amendment
City of Edina • 4801 W. 50,h St. • Edina, MN 55424
RESOLUTION NO 2014 -77
AUTHORIZING THE CITY OF EDINA
TO ENTER INTO A PUBLIC HEALTH EMERGENCY PREPAREDNESS GRANT PROJECT
AGREEMENT WITH THE MINNESOTA DEPARTMENT OF HEALTH
WHEREAS, the STATE, pursuant to Minnesota Statutes 144.0742, is empowered to enter into a
contractual agreement for the provision of statutorily prescribed public health services, and
WHEREAS, the STATE and the City of Edina have entered into a master grant contract effective
January 1, 2009, and
WHEREAS, the STATE has entered into an agreement with the Centers of Disease Control and
Prevention (CDC) to assist local health departments in demonstrating measurable and sustainable progress
toward achieving public health preparedness capabilities and other activities that promote safer and more
resilient communities, and implement and carry out the CDC's Public Health Preparedness Capabilities:
National Standards for State and Local Planning, and
WHEREAS, the City of Edina represents that it is duly qualified and willing to perform the services set
forth herein.
NOW, THEREFORE, BE IT RESOLVED, by the Edina City Council that the Mayor and the City Manager
enter into Public Health Emergency Response Grant Agreement Amendment with the Minnesota
Department of Health to successfully complete administrative and programmatic duties contained within
this grant agreement.
Passed and adopted this 1st day of July 2014.
ATTEST:
Debra A. Mangen, City Clerk James B. Hovland, Mayor
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )SS
CITY OF EDINA )
CERTIFICATE OF CITY CLERK
I, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby certify that the
attached and foregoing Resolution was duly adopted by the Edina City Council at its Regular Meeting of July
1, 2014, and as recorded in the Minutes of said Regular Meeting.
WITNESS my hand and seal of said City this day of 2014.
City Clerk
Minnesota Department of Health
Grant Project Agreement Amendment
Public Health Emergency Preparedness (PHEP) Award (BP3)
Purchase Order #: 65467 1 3000015843
+Current Amendment Amount: $39,198
Grant Agreement Start Date: 7/1/2013
+Ori inal Grant Agreement: $ 38,277
Original Grant Agreement Expiration Date:6 /30/2017
+Previous Amendments Total: $ -0-
Revised Grant Agreement Expiration Date: Not Applicable
=New Total Grant Agreement Amount: $77,475
This GRANT PROJECT AGREEMENT AMENDMENT is by and between the State of Minnesota, through its
Commissioner of Minnesota Department of Health (hereinafter "STATE ") and City of Edina Community
Health Board 4801 W. 50th St. Edina, MN 55424(hereinafter "GRANTEE ").
Recitals
The STATE has a grant project agreement with the GRANTEE identified as SWIFT Contract # 65467 1 SWIFT
Original PO # 3000015843 ( "Original Grant Project Agreement ") to demonstrate measurable and sustainable
progress in the implementation and execution of the CDC's Public Health Preparedness Capabilities: National
Standards for State and Local Planning. (hereafter, Preparedness Capabilities). Funding and activities for this
agreement authorized under Section 319C of the Public Health Service (PHS) Act as amended by the Pandemic
and All- Hazards Preparedness Act of 2006 (PAPHA). If applicable, contingent supplemental emergency
response awards are authorized under 317 (a) and 317 (d) of the Public Health Services Act subject to available
funding and appropriation requirements and limitations.
On March 13, 2013, the President signed into law the Pandemic and All Hazards Preparedness Reauthorization
Act (PAPRA) of 2013, this was a critical step in making our nation more resilient to public health emergencies
and disasters. The reauthorization recognizes the importance of supporting state and local public health and
health care preparedness. PAHPRA continues to emphasize the development of a coordinated national Health
Security Strategy and the implementation plan for public health emergency preparedness.
PAHPRA modified existing provisions and mandated new activities; accordingly this grant is being amended to
provide additional funds for Budget Period 3 (BP3) to continue and enhance the public health preparedness
work of the grantee in accordance with federal changes.
This Amendment builds upon the activities completed in Budget Period 1 (BPI) and Budget Period 2 (BP2)
which were designed to provide a systematic approach to develop, sustain and demonstrate progress toward
achieving CDC's Public Health Emergency Preparedness Capabilities. This amendment provides additional
federal funding for Budget Period 3 (BP3) based on continuing funding from CDC to address ongoing
changes in federal requirements and to carry on progress in achieving the operational capacity and
implementation of the preparedness capabilities into the GRANTEE's on -going agency operations.
2. The STATE and the GRANTEE are willing to amend the Original Grant Project Agreement as stated below.
Grant Project Agreement Amendment
In this Amendment deleted grant project agreement terms will be struck out and the added grant project
agreement terms will be underlined.
REVISION 1. Clause III CONSIDERATION AND TERMS OF PAYMENT is amended as follows:
HE- 01603 -04 (07/09)
Project Agreement Amendment Number 2014 -2015 PHEP Budget Period 3 (BP3)
To Project Agreement Number SWIFT Contract #65467 1 SWIFT Original PO # 3000015843
Between the Minnesota Department of Health and City of Edina Community Health Board
A. Consideration for all services performed by GRANTEE pursuant to this project agreement shall be paid
by the STATE as follows:
1. Compensation. The total obligation of the STATE for all compensation and reimbursement to
GRANTEE shall not exceed seventy -
seven thousand four hundred seven . -five dollars $(387-77,475).
Budget Period Award Amounts
Each specific Budget Period award is available only for the specific Budget Period in for which it
was awarded. Funds remaining and not fully liquidated at the end of each Budget Period will be
cancelled and will not be available to the GRANTEE in any subsequent Budget Period.
Award Name
Budget Period
Award Amount
Budget Period 2
Budget Period 2
$28,592
PHEP
July 1, 2013 -June 30, 2014
Budget Period 2
Budget Period 2
$9,685
CRI
July 1, 2013 -June 30, 2014
Budget Period 3
Budget Period 3
$29,198
PHEP
July 1, 2014 -June 30, 2015
Funding Cg1pZory 1
Budget Period 3
Budget Period 3
$10,000
CRI
July 1, 2014 -June 30, 2015
Budget Period 4
Budget Period 2 4
$ To Be Determined
PHEP
July 1, 2015 -June 30, 2016
Budget Period 4
Budget Period 2 4
$ To Be Determined
CRI
July 1, 2015 -June 30, 2016
Budget Period 5
Budget Period 2-5
$ To Be Determined
PHEP
July 1, 2016 -June 30, 2017
Budget Period 5
Budget Period 2-5
$ To Be Determined
CRI I
July 1, 2016 -June 30, 2017
B. Terms of Payment is amended as follows:
1. Payments are to be made from federal funds obtained by the State through Section 319C of the
PHS Act, as amended by the PAPHA Act amendments thereto. CFDA # 93.974. 069.
2. All financial transactions will be on a reimbursement basis only.
3. Payments shall be made by the STATE promptly after GRANTEE'S presentation of invoices for
services performed and acceptance of such services by the STATE'S Authorized Representative
pursuant to Clause V, except that the STATE reserves the right not to honor invoices that are
submitted more than 30 days after the submission date specified below.
4. Invoices shall be submitted in a form prescribed by the STATE and according to the following
schedule:
HE- 01603 -04 (07/09) Grant Project Agreement Amendment Page 1
Project Agreement Amendment Number 2014 -2015 PHEP Budget Period 3 (BP3)
To Project Agreement Number SWIFT Contract #654671 SWIFT Original PO # 3000015843
Between the Minnesota Department of Health and City of Edina Community Health Board
Each Budget Period of this Grant Agreement is subject to the following invoice submission
schedule. Invoices and supporting documentation are required to be received at OEP on or before
the deadline listed below.
Invoice Submission Schedule
Invoice Due
Invoice Activity Period
Deadline for receipt at
OEP
1 st Quarter
Jul 1 -30 September 30
30- October 31
2nd Quarter
October 1- December 31
34-January 31
3rd Quarter
January 1- March 31
30 April 30
4th Quarter/ BP Final
Invoice
April 1- June 30
30 July 31
Except as amended herein, the terms and conditions of the Original Grant Agreement and all previous
amendments remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this grant project agreement amendment to be duly executed intending
to be bound thereby.
APPROVED:
1. GRANTEE 2. STATE AGENCY
The Grantee certifies that the appropriate persons(s) have executed the Project Agreement amendment approval and certification that STATE
project agreement amendment on behalf of the Grantee as required by funds have been encumbered as required by Minn. Slat. §§ 164.15 and
applicable articles, bylaws, resolutions, or ordinances. 16C.05.
IM
Title:
Date:
By:
Title:
Date:
Distribution:
Agency — Original (fully executed) Grant Project Agreement Amendment
Grantee
State Authorized Representative
I0
Title:
Date:
(with delegated authority)
HE- 01603 -04 (07/09) Grant Project Agreement Amendment Page 2
4
To: MAYOR & COUNCIL
From: Debra Mangen
City Clerk
A,
O e`
Cn
1888
Agenda Item #: Revised IV. G.
Action
Discussion ❑
Date: July 1, 2014 Information ❑
Subject: Resolution No. 2014 -74 Appointing Election Judges For August 12, 2014 Primary
Action Requested:
Adopt Resolution.
Information / Background:
Minnesota Election Law 204B.21 requires that the governing body of the municipality appoint election
judges to administer the polling places at least 25 days before each election. Due to legislative changes the
Primary Election will be held August 12, 2014 with Absentee Balloting opened June 27, 2014. In order for
Absentee Judges to begin their work in a timely manner we must appoint them at this time.
The attached Resolution 2014 -74 lists the persons intended to serve Election Judges and Absentee Judges
in alphabetical order. We will be placing five to seven persons in each polling location at the Primary, plus
running an Absentee Ballot Board. In addition, we will train alternates to substitute in case others cannot
serve. When assigning the judges to a precinct we will maintain the party balance in each precinct and on
our absentee board as required by statutes.
In addition, this year, Hennepin County will be acting on behalf of the City of Edina as a part of our
Absentee Ballot Board so they are named in our appointing resolution.
I also ask for the authority to replace or substitute judges as necessary before Election Day.
Attachments:
Resolution No. 2014 -74
City of Edina • 4801 W. 50th St. • Edina, MN 55424
RESOLUTION NO 2014 -74
APPOINTING PRIMARY ELECTION JUDGES
FOR THE AUGUST 12, 2014 PRIMARY
WHEREAS, Minnesota Election Law 20413.21 requires that persons serving as election judges be
appointed by the Council at least 25 days before the election.
BE IT RESOLVED by the Edina City Council that the individuals named on Exhibit A, and on file in the
office of the City Clerk be appointed as the City of Edina Primary Election Judges for the August 12, 2014
Primary Election; and
BE IT FURTHER RESOLVED the Edina City Council also appoints other individuals and all members
appointed to the Hennepin County Absentee Ballot Board as authorized under Minn. Stat. 20413.2 1, subd. 2
under the direction of the Election Manager to serve as members of the Edina Absentee Ballot Board; and
BE IT FURTHER RESOLVED that the City Clerk is with this, authorized to make any substitutions or
additions as deemed necessary.
Passed and adopted by the Edina City Council this I st day of July 2014.
Attest
Debra A. Mangen, City Clerk
James B. Hovland, Mayor
EXHIBIT A PRIMARY ELECTION JUDGES 2014
Rita Acker
Mary Jo Hasnudeen
Beth Montgomery
John Alt
Cheryl Heley
Jon Moon
Lisa Batdorf
Mary Henderson
Gregory Murphy
Mary Becker
James Higgins
Susan Niefeld
Sheryl Bertrand
Sandra Hoglin
Patti Olander
Juliet Boemer
Alan Hoist
Ordell O'Neill
Katherine Bradbury
Nancy Hopf
Norman Owens
ZoeAnne Brandberg
Judy Hoppe
Darla Paulson
Adele Brellenthin
Terri Hudoba
Wain Pearce
David Briscoe
Myra Hykes
Ronald Pfannenstein
Kathy Bronner
Cecilia Jaisle
Betty Pollitt
James Burnett
Rosemary Jellen
Linda Presthus
Robert Calgren
Suzanne Jiwani
Teresa Razidlo
Christine Campion
Allen Johnson
Eric Rehm
Linda Cardwell
Shirley Johnson
Julie Risser
Nancy Carlson
Grant Johnson
Jennifer Roach
Cathy Cella
Mary Kachan
William Rodgers
Julie Ann Chatleain
Ann R Kapaun
Judith Rodgers
Marilyn Christiansen
Dalia Katz
Robert Rohlf
Judy Cipolla
Katie Kay
Luann Rosenthal- Erickson
Eileen Cooke
Paul Keck
Carol Rothe
Jack Cracraft
Louise Kellams
Milagros Rush
Marian Cracraft
Jessica Kingston
Connie Schramm
Colleen Crew
Mavis Klefsaas
Aundria Schreiner
Judie Dale
Marcia Koester
Carol Schultz
Byron Dale
Janet Kopp
Nancy Schwappach
Daniel Dauth
Julia Kosters
Sara Schwiebert
Gloria DeBerg
Martha Kouatli
Marty Sedoff
Amy Demarest
Hana Koudsi
Marion Selid
Delpha DeZellar
Judy Labonne
Michael Skelly
Patricia Dill
James Landberg
Mary Skoy
John Dimmock
Mary Landberg
Joann Skumatz
Lisa Domke
Karen Lanz
Ruth Smith
Wendy Donovan
Gertrude Lappin
Del Smith
Frank Drake
Karen Leon
Cathy Snyder
Sheila Duhn
Susan Lindsay
Mary Stanton
Sontrud Duke
Bob Lindsey
Vivian Steblay
Kim Dulas
Ellen Loewenberg
Jan Stone
Emma Eberlein
Francis Lorenz, Jr.
Philothea Sweet
Erika Eberlein
Cynthia Loveland
Kathryn Thorndyke
Bob Fiedler
William Lucas
Andrea Tiggas
Paul Fink
Barbara Maeder
Donna Tilsner
Lisa Flint
Linda Maetzold
Julie Turnbull
John Fossum
Robert Mallon
Janet Ulvin
Suzanne Fuluvaka
Boyd Mast
Deb Waldin
Valerie Geurts
Patti Mazzara
Donna Wallander
Devorah Goldstein
Barb McFarlane
Jini Washburn
George Griffiths
Frank McGoldrick
Jenny Weber
Muza Habeck
Susan McKusick
Paul Wehrmeister
Eugene Haman
Joan McMillan
Mary Jean Weigel
Judith Hansen
Marvin Menzel
John Weiser
Brian Hansen
Patricia Merritt Murphy
Wayne Wenger
Mary Hartupee
Nancy Miller
George Wu
Buddy Hasnudeen
Pat Montez
Mary Yee
To: MAYOR AND CITY COUNCIL
From: Chad A. Millner, PE, Director of Engineering
Date: July 1, 2014
o
�4
N
` YCORPORp`l j
IAAA
Agenda Item #: IV. H.
The Recommended Bid is
OX Within Budget
❑ Not Within Budget
Subject: Award of Bid - Contract ENG 14 -10 2014 Watermain Improvements
Date Bid Opened or Quote Received: Bid or Expiration Date:
June 24, 2014 August 25, 2014
Company:
Northdale Construction Company, Inc.
Recommended Quote or Bid:
Northdale Construction Company, Inc.
General Information:
Amount of Quote or Bid:
$933,680.12
$933,680.12
This project will construct a raw water main from Well #15 across Highlands Park to an existing raw water
main at Ayrshire Boulevard and Doncaster Way. A second raw water main from Well #9 along Hanson
Road to the existing raw watermain at Hansen Road and Vernon Avenue will complete the raw watermain
system to water treatment plant #6. These raw water connections are a component of the City of Edina
comprehensive water plan. They were originally bid out in 2012 but were delayed at that time due to
inadequate funding appropriations.
Also included with the 2014 Watermain Improvements project are the 69th Street and York Avenue
Watermain Loop, the repair of the Concord Avenue crossing beneath Highway 62, and the installation of a
City watermain within Prescott Circle, an area presently serviced by individual well systems.
Funding for the projects will be utilized from ENG -13 -05 and UT -10 -01 1 projects from the 2013 though 2017
City of Edina Capital Improvement Plan. A portion of ENG -13 -05 was constructed in 2013 in conjunction
with Hennepin County's pavement rehabilitation of Vernon Avenue.
UT -10 -01 1 was developed to accomplish the 69th Street and York Avenue Watermain Loop. This project
component creates redundancy in the watermain system. It also enhances fire flow availability.
The Concord Avenue crossing at Highway 62 and the Prescott Circle watermain were unbudgeted projects.
The watermain under TH62 broke this spring. The watermain systems north and south of the highway are
back feeding those areas. The repair is needed this year. This was not considered an immediate emergency
fix. Prescott Circle was added to the watermain improvements for three reasons. No watermain exists in
City of Edina • 4801 W. 50th St. • Edina, MN 55424
REQUEST FOR PURCHASE
IN EXCESS OF $20,000 /CHANGE ORDER
Page 2
this cul -de -sac today, the fire department has concerns about fire protection at the north end of Prescott
Circle, and public works has a pavement rehabilitation project scheduled for later this year. Any residential
connections to this watermain will require a water service REC fee of $1,000 per unit. It had been planned to
utilize Water Utility General Funds for these two projects but the submitted bid allows these projects to be
constructed within available budgeted watermain project funding.
The table below shows available funding from the CIP and appropriations for each project component.
CIP Project Number
CIP Budget
Amount
Project Components
Appropriations
ENG- 13 -05
$1,100,000
2013 ENG 13 -9
$188,600
UT -1 -01 1
$150,000
Raw WM Portion of
ENG 14 -10
$581,000
Total Budget Amount
$1,250,000
69th Street & York Ave
WM Loop
$145,000
TH62 Crossing
$107,000
Prescott Circle WM
$102,000
Total Budget
Appropriations
$1,123,600
Remaining Budget
$126,400
Staff recommends awarding the project to Northdale Construction Company, Inc.
GAMCENTRAL SVCS \ENG DMPROJECTS \CONTRACTS\2014\ENG 14 -10 2014 Watermain Impr\NDMIN\MISC \Item W.H. ENG 14 -10 RFP.docx
City of Edina • 4801 W. 50th St. • Edina, MN 55424
ow e
�y
•'MGRS f 1w9 •
To: MAYOR AND COUNCIL Agenda Item #: IV. I.
From: Chad A. Millner, PE, Director of Engineering Action FX
Discussion ❑
Date: July 1, 2014 Information ❑
Subject: Release of Public Improvements and Special Assessment Agreements
Action Requested:
Authorize Mayor and City Clerk to approve attached Release of Public Improvement and Special
Assessment Agreements for sanitary sewer and water services for the 2012 Richmond Hills
Neighborhood Roadway Reconstruction.
Information / Background:
For the 2012 Richmond Hills Neighborhood Roadway Reconstruction, residents were required to upgrade
their sanitary sewer service line from the mainline to the right -of -way line, and were encouraged to upgrade
their water service line.
The costs were added to their special assessment by signing a Public Improvement and Special Assessment
Agreement. Each agreement was recorded with Hennepin County as a lien against each property. Since the
Richmond Hills special assessment was levied in 2013, there is no need to continue with the lien against each
property. By removing all the liens now, we avoid delaying the closing on of one of these properties when
buyers discover the lien and request a lien release.
As stated this past May, we've changed the process and are now approving special assessment agreements
by resolution because it allows us to add the costs immediately as pending assessments.
Attachments:
Release of Public Improvement and Special Assessment Agreements
City of Edina • 4801 W. 501h St. • Edina, MN 55424
(Reserved for Recording Data)
RELEASE OF PUBLIC IMPROVEMENT AND
SPECIAL ASSESSMENT AGREEMENTS
RECITALS:
A. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Richard D. Borland and Lynda L. Lorenz, husband and wife, (hereinafter
referred to as "Property Owners ") entered into a Public Improvement and Special Assessment
Agreement dated April 14, 2013, and filed for record with the Hennepin County Registrar of
Titles on May 20, 2013, as Document No. T05078292 over property legally described as Lot 1
and 2, Stow's Yvonne Terrace, Hennepin County, Minnesota (hereinafter referred to as the
"Special Assessment Agreement ");
B. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Ryan E. Ballinger and Angie E. Ballinger, f /k/a Angie E. McConnell, husband
and wife, (hereinafter referred to as "Property Owners ") entered into a Public Improvement and
Special Assessment Agreement dated April 23, 2013, and filed for record with the Hennepin
County Registrar of Titles on May 20, 2013, as Document No. T05078293 over property legally
171816v1 1
described as Lot 6, Stow's Yvonne Terrace, Hennepin County, Minnesota (hereinafter
referred to as the "Special Assessment Agreement');
C. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Robert E. Fitzsimmons Jr. and Adelyne Fitzsimmons, husband and wife,
(hereinafter referred to as "Property Owners ") entered into a Public Improvement and Special
Assessment Agreement dated May 7, 2013, and filed for record with the Hennepin County
Registrar of Titles on May 20, 2013, as Document No. T05072894 over property legally
described as Lot 18, Stow's Yvonne Terrace, Hennepin County, Minnesota (hereinafter
referred to as the "Special Assessment Agreement ");
D. The City has received payment of the special assessments in full for the Special
Assessment Agreements identified in Recitals A through C.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
The Special Assessment Agreements fled for record with the Hennepin County Registrar
of Titles as listed in Recitals A through C are hereby released.
Dated:
CITY OF EDINA
:•
James Hovland, Mayor
AND
Debra Mangen, City Clerk
171816v1 2
STATE OF MINNESOTA )
)Ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 1 st day of July, 2014, by
James Hovland and Debra Mangen, respectively the Mayor and City Clerk of the City of Edina, a
Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority
granted by its City Council.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
1380 Corporate Center Curve, Suite #317
Eagan, Minnesota 55121
(651) 452 -5000
AMP /cjh
171816A 3
(Reserved for Recording Data)
RELEASE OF PUBLIC IMPROVEMENT AND
SPECIAL ASSESSMENT AGREEMENTS
RECITALS:
A. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and James Ostlund; a single person, (hereinafter referred to as "Property Owners ")
entered into a Public Improvement and Special Assessment Agreement dated January 5, 2013,
and filed for record with the Hennepin County Registrar of Titles on April 10, 2013, as
Document No. T05065258 over property legally described as Lot 6, Block 2, Normandale
Court, Hennepin County, Minnesota (hereinafter referred to as the "Special Assessment
Agreement ");
B. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Janice Joshua, a single person, (hereinafter referred to as "Property Owners ")
entered into a Public Improvement and Special Assessment Agreement dated October 10, 2012,
and filed for record with the Hennepin County Registrar of Titles on April 10, 2013, as
Document No. T05065319 over property legally described as Lot 14, Block 2, Richmond Hills,
171816v1 1
Hennepin County, Minnesota (hereinafter referred to as the "Special Assessment Agreement ");
C. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Ray Nelson and Sally Dunn, husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
July 27, 2012, and filed for record with the Hennepin County Registrar of Titles on April 8,
2013, as Document No. T05064917 over property legally described as Lot 10, Block 2,
Richmond Hills, Hennepin County, Minnesota (hereinafter referred to as the "Special
Assessment Agreement ");
D. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Christopher Jones and Kathryn Jones, husband and wife, (hereinafter referred to
as "Property Owners ") entered into a Public Improvement and Special Assessment Agreement
dated July 2, 2012, and filed for record with the Hennepin County Registrar of Titles on April 3,
2013, as Document No. T05063396 over property legally described as Lot 19, and the West %
of Lot 20, Block 1, Richmond Hills, Hennepin County, Minnesota (hereinafter referred to as
the "Special Assessment Agreement ");
E. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Kraig Knutson and Bridget Towey, husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
December 13, 2012, and filed for record with the Hennepin County Registrar of Titles on April
3, 2013, as Document No. T05063534 over property legally described as Lot 10, Stow's Yvonne
Terrace, Hennepin County, Minnesota (hereinafter referred to as the "Special Assessment
Agreement');
F. The City has received payment of the special assessments in full for the Special
Assessment Agreements identified in Recitals A through E.
171816A 2
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
The Special Assessment Agreements filed for record with the Hennepin County Registrar
of Titles as listed in Recitals A through E are hereby released.
Dated:
CITY OF EDINA.
IC _•
I.wp
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
James Hovland, Mayor
Debra Mangen, City Clerk
The foregoing instrument was acknowledged before me this 1 st day of July, 2014, by
James Hovland and Debra Mangen, respectively the Mayor and City Clerk of the City of Edina, a
Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority
granted by its City Council.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
1380 Corporate Center Curve, Suite #317
Eagan, Minnesota 55121
(651) 452 -5000
AMP /cjh
171816v1 3
(Reserved for Recording Data)
RELEASE OF PUBLIC IMPROVEMENT AND
SPECIAL ASSESSMENT AGREEMENTS
RECITALS:
A. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Steven Mayer and Susan Meyer, husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
July 17, 2012, and filed for record with the Hennepin County Recorder on April 10, 2013, as
Document No. A09938061 over property legally described as Lots 1 and 2, Block 2,
Westchester Knolls, Hennepin County, Minnesota (hereinafter referred to as the "Special
Assessment Agreement");
B. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Dorene Just and William Just, Jr., husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
May 14, 2012, and filed for record with the Hennepin County Recorder on May 16, 2013, as
Document No. A09953935 over property legally described as Lot 7, Nylunds Place, Hennepin
171s16vl 1
County, Minnesota (hereinafter referred to as the "Special Assessment Agreement ");
C. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and William D. Buss and Shawn M. Buss, husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
1.
March 20, 2013, and filed for record with the Hennepin County Recorder on May 20, 2013, as
Document No. A09955463 over property legally described as Lot 12, Block 1, Westchester
Knolls, Hennepin County, Minnesota (hereinafter referred to as the "Special Assessment
Agreement ");
D. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Mark L. Van Sloun and Janice E. Van Sloun, husband and wife, (hereinafter
referred to as "Property Owners ") entered into a Public Improvement and Special Assessment
Agreement dated April 27, 2013, and filed for record with the Hennepin County Recorder on
May 20, 2013, as Document No. A09955467 over property legally described as Lot 7, Block 1,
Westchester Knolls, Hennepin County, Minnesota (hereinafter referred to as the "Special
Assessment Agreement ");
E. The City has received payment of the special assessments in full for the Special
Assessment Agreements identified in Recitals A through D.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
The Special Assessment Agreements filed for record with the Hennepin County Recorder
as listed in Recitals A through D are hereby released.
Dated:
CITY OF EDINA
IG
James Hovland, Mayor
171s16A 2
" , E
STATE OF MINNESOTA )
)SS.
COUNTY OF HENNEPIN )
Debra Mangen, City Clerk
The foregoing instrument was acknowledged before me this l st day of July, 2014, by
James Hovland and Debra Mangen, respectively the Mayor and City Clerk of the City of Edina, a
Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority
granted by its City Council.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
1380 Corporate Center Curve, Suite #317
Eagan, Minnesota 55121
(651) 452 -5000
AMP /cjh
171816v1 3
(Reserved for Recording Data)
RELEASE OF PUBLIC IMPROVEMENT AND
SPECIAL ASSESSMENT AGREEMENTS
RECITALS:
A. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Warren D. Snyder and Joann G. Snyder, husband and wife, (hereinafter referred
to as "Property Owners ") entered into a Public Improvement and Special Assessment Agreement
dated May 12, 2012, and filed for record with the Hennepin County Registrar of Titles on
March 28, 2013, as Document No. T05061998 over property legally described as Exhibit A
(hereinafter referred to as the "Special Assessment Agreement ");
B. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and James Ankeny and Lucinda Winter, husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
June 18, 2012, and filed for record with the Hennepin County Registrar of Titles on April 1,
2013, as Document No. T05062561 over property legally described as Exhibit B (hereinafter
referred to as the "Special Assessment Agreement ");
171816vl
C. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Kurt Knutson and Clara Case, husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
June 19, 2012, and filed for record with the Hennepin County Registrar of Titles on April 2,
2013, as Document No. T05063116 over property legally described as Lot 3, Stow's Yvonne
Terrace, Hennepin County, Minnesota (hereinafter referred to as the "Special Assessment
Agreement");
D. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Colin Rooney and Abigail Rooney, husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
August 9, 2012, and filed for record with the Hennepin County Registrar of Titles on March 18,
2013, as Document No. T05067993 over property legally described as Lot 15, Block 2,
Richmond Hills, Hennepin County, Minnesota (hereinafter referred to as the "Special
Assessment Agreement ");
E. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and John Willard Haw II a/k/a John Haw and Beverly H. Haw, husband and wife,
(hereinafter referred to as "Property Owners ") entered into a Public Improvement and Special
Assessment Agreement dated October 18, 2012, and filed for record with the Hennepin County
Registrar of Titles on April 10, 2013, as Document No. T05065314 over property legally
described as Lot 16, Block 1, Richmond Hills, Hennepin County, Minnesota (hereinafter
referred to as the "Special Assessment Agreement ");
F. The City has received payment of the special assessments in full for the Special
Assessment Agreements identified in Recitals A through E.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
171816v1 2
The Special Assessment Agreements filed for record with the Hennepin County Registrar
of Titles as listed in Recitals A through E are hereby released.
Dated: CITY OF EDINA
IM
►1
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
James Hovland, Mayor
Debra Mangen, City Clerk
The foregoing instrument was acknowledged before me this 1 st day of July, 2014, by
James Hovland and Debra Mangen, respectively the Mayor and City Clerk of the City of Edina, a
Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority
granted by its City Council.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
1380 Corporate Center Curve, Suite #317
Eagan, Minnesota 55121
(651) 452 -5000
AMP /cjh
171816v1 3
EXHIBIT A
Lot 12, Stow's Yvonne Terrace, and also that part of the platted lane adjoining said lot now
vacated, described as follows; Beginning at the Northeast corner of Lot 12, Stow's Yvonne
Terrace, thence Westerly along the Northerly boundary line of said Lot 12, to the Northwest
corner thereof, thence Northerly 25 feet measured at right angles to the said Northerly boundary
line of said Lot 12, thence Easterly at right angles to the point of intersection with the Westerly
boundary line with the street named Yvonne Terrace, thence Southerly against the Westerly
boundary line of said street to point of beginning.
EXHIBIT B
The South 104.75 feet of the East 150 feet of the South %4 Government Lot 2, Section 33,
Township 117, Range 21, Hennepin County, Minnesota except the East 30 feet and the South 30
feet thereof, said 104.75 feet being measured along a line parallel with the East line of said Lot 2
and said 150 feet being measured along a line parallel with the South line thereof.
171s16vl 4
(Reserved for Recording Data)
RELEASE OF PUBLIC IMPROVEMENT AND
SPECIAL ASSESSMENT AGREEMENTS
RECITALS:
A. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and DeEtta Goodmanson, a single person, (hereinafter referred to as "Property
Owners ") entered into a Public Improvement and Special Assessment Agreement dated October
8, 2012, and filed for record with the Hennepin County Recorder on March 14, 2013, as
Document No. A09929367 over property legally described as Lot 2, Block 2, Edina Park,
Hennepin County, Minnesota (hereinafter referred to as the "Special Assessment Agreement ");
B. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Gregory H. Keane and Susan M. Keane, husband and wife, (hereinafter referred
to as "Property Owners ") entered into a Public Improvement and Special Assessment Agreement
dated January 28, 2013, and filed for record with the Hennepin County Recorder on April 2,
2013, as Document No. A09934981over property legally described as Lot 13, Nylunds Place,
Hennepin County, Minnesota (hereinafter referred to as the "Special Assessment Agreement ");
171816v1
C. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Peter S. Bils and Tiffany G. Bils, husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
May 25, 2012, and filed for record with the Hennepin County Recorder on April 2, 2013, as
Document No. A09935043 over property legally described as Lot 12, except the Westerly 1
and % feet thereof, and the Westerly 1 and % feet of Lot 11, Block 1, Edina Park, Hennepin
County, Minnesota (hereinafter referred to as the "Special Assessment Agreement ");
D. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Patrick Huber and Margaret Huber, husband and wife, (hereinafter referred to as
"Property Owners ") entered'into a Public Improvement and Special Assessment Agreement dated
July 18, 2012, and filed for record with the Hennepin County Recorder on April 2, 2013, as
Document No. A09935044 over property legally described as East 50 feet of Lot 21 and the
West 50 feet of Lot 22, Block 1, Edina Park, Hennepin County, Minnesota (hereinafter
referred to as the "Special Assessment Agreement ");
E. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Judith Forker and Thomas Forker, husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
June 25, 2012, and filed for record with the Hennepin County Recorder on April 2, 2013, as
Document No. A09935045 over property legally described as Lot 14, Nylund's Place,
Hennepin County, Minnesota (hereinafter referred to as the "Special Assessment Agreement ");
F. The City has received payment of the special assessments in full for the Special
Assessment Agreements identified in Recitals A through E.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
The Special Assessment Agreements filed for record with the Hennepin County Recorder
171816v1 2
as listed in Recitals A through E are hereby released.
Dated:
CITY OF EDINA
AND
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
James Hovland, Mayor
Debra Mangen, City Clerk
The foregoing instrument was acknowledged before me this 1 st day of July, 2014, by
James Hovland and Debra Mangen, respectively the Mayor and City Clerk of the City of Edina, a
Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority
granted by its City Council.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
1380 Corporate Center Curve, Suite #317
Eagan, Minnesota 55121
(651) 452 -5000
AMP /cjh
171s16vl 3
(Reserved for Recording Data)
RELEASE OF PUBLIC IMPROVEMENT AND
SPECIAL ASSESSMENT AGREEMENTS
RECITALS:
A. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Renn eta Barr and Frank Barr, husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
July 11, 2012, and filed for record with the Hennepin County Registrar of Titles on March 19,
2013, as Document No. T0509212 over property legally described as Lot 7, Block 2, Richmond
Hills, Hennepin County, Minnesota (hereinafter referred to as the "Special Assessment
Agreement ");
B. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Christopher M. Johnson and Christine J. Johnson f/k/a Christine J. Frank,
husband and wife, (hereinafter referred to as "Property Owners ") entered into a Public
Improvement and Special Assessment Agreement dated June 17, 2012, and filed for record with
the Hennepin County Registrar of Titles on July 29, 2013, as Document No. 705101357 over
171816A
property legally described as Lot 12, Block 1, Richmond Hills, Hennepin County, Minnesota
(hereinafter referred to as the "Special Assessment Agreement ");
C. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Morgan S. Brown & Susan M. Brown, husband and wife, (hereinafter referred to
as "Property Owners ") entered into a Public Improvement and Special Assessment Agreement
dated February 5, 2013, and filed for record with the Hennepin County Registrar of Titles on
March 14, 2013, as Document No. T05058653 over property legally described as Lot 4, Block
1, Normandale Court, Hennepin County, Minnesota (hereinafter referred to as the "Special
Assessment Agreement ");
D. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Jeffrey T. Mayer & Barbara A. Meyer, husband and wife, (hereinafter referred to
as "Property Owners ") entered into a Public Improvement and Special Assessment Agreement
dated May 4, 2012, and filed for record with the Hennepin County Registrar of Titles on March
18, 2013, as Document No. T05058881 over property legally described as Lot 11, Stows
Yvonne Terrace, Hennepin County, Minnesota (hereinafter referred to as the "Special
Assessment Agreement ");
E. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Loretta G. Knab, a single person, (hereinafter referred to as "Property Owners ")
entered into a Public Improvement and Special Assessment Agreement dated July 10, 2012, and
filed for record with the Hennepin County Registrar of Titles on March 28, 2013, as Document
No. T05061912 over property legally described as Lot: 21 and the East V2 of Lot 20, Bloch 1,
Richmond Hills, Hennepin County, Minnesota (hereinafter referred to as the "Special
Assessment Agreement ");
F. The City has received payment of the special assessments in full for the Special
171816v1 2
Assessment Agreements identified in Recitals A through E.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
The Special Assessment Agreements filed for record with the Hennepin County Registrar
of Titles as listed in Recitals A through E are hereby released.
Dated: CITY OF EDINA
AND
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
James Hovland, Mayor
Debra Mangen, City Clerk
The foregoing instrument was acknowledged before me this 1 st day of July, 2014, by
James Hovland and Debra Mangen, respectively the Mayor and City Clerk of the City of Edina, a
Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority
granted by its City Council.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
1380 Corporate Center Curve, Suite 4317
Eagan, Minnesota 55121
(651) 452 -5000
AMP /cjh
171816vl 3
(Reserved for Recording Data)
RELEASE OF PUBLIC IMPROVEMENT AND
SPECIAL ASSESSMENT AGREEMENTS
RECITALS:
A. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Sumner Adam Musolf and Jennifer Irene Musolf, husband and wife, (hereinafter
referred to as "Property Owners ") entered into a Public Improvement and Special Assessment
Agreement dated July 2, 2012, and filed for record with the Hennepin County Recorder on
March 19, 2013, as Document No. A09930208 over property legally described as Lot 25, Block
1, Edina Park, Hennepin County, Minnesota (hereinafter referred to as the "Special
Assessment Agreement ");
B. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Lori A. Sandvig, a single person, (hereinafter referred to as "Property Owners ")
entered into a Public Improvement and Special Assessment Agreement dated May 3, 2012, and
filed for record with the Hennepin County Recorder on March 19, 2013, as Document No.
A09930209 over property legally described as Lot 8, Nylunds Place Edina, Hennepin County,
171816A
Minnesota (hereinafter referred to as the "Special Assessment Agreement ");
C. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Alissa Movern and Matthew Movern, husband and wife, (hereinafter referred to
as "Property Owners ") entered into a Public Improvement and Special Assessment Agreement
dated May 11, 2012, and filed for record with the Hennepin County Recorder on March 19,
2013, as Document No. A09930210 over property legally described as West 45 feet of Lot 1
and the East 41.44 feet of Lot 2, "Nylunds Place ", Hennepin County, Minnesota (hereinafter
referred to as the "Special Assessment Agreement ");
D. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Todd Peterson and Mary Peterson, husband and wife, (hereinafter referred to as
"Property Owners ") entered into a Public Improvement and Special Assessment Agreement dated
October 10, 2012, and filed for record with the Hennepin County Recorder on March 14, 2013,
as Document No. A09929377 over property legally described as Lot 5, Block 2, Westchester
Knolls, Hennepin County, Minnesota (hereinafter referred to as the "Special Assessment
Agreement ");
E. The City of Edina, a Minnesota municipal corporation (hereinafter referred to as
"City "), and Kristin Moquist and Christopher Moquist, husband and wife, (hereinafter
referred to as "Property Owners ") entered into a Public Improvement and Special Assessment
Agreement dated July 12, 2012, and filed for record with the Hennepin County Recorder on
March 14, 2013, as Document No. A09929464 over property legally described as Exhibit A
(hereinafter referred to as the "Special Assessment Agreement ");
F. The City has received payment of the special assessments in full for the Special
Assessment Agreements identified in Recitals A through E.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
171816v1 2
The Special Assessment Agreements filed for record with the Hennepin County Recorder
as listed in Recitals A through E are hereby released.
Dated: CITY OF EDINA
C.
AND
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
James Hovland, Mayor
Debra Mangen, City Clerk
The foregoing instrument was acknowledged before me. this 1 st day of July, 2014, by
James Hovland and Debra Mangen, respectively the Mayor and City Clerk of the City of Edina, a
Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority
granted by its City Council.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
1380 Corporate Center Curve, Suite #317
Eagan, Minnesota 55121
(651) 452 -5000
AMP /cjh
171816v1 3
EXHIBIT A
The West twenty -five (25) feet of Lot Ten (10), Block One (1), and Lot Eleven (11), except the
West One and a half (1 '/2) feet thereof, Block One (1) Edina Park, according to the map or plat
thereof on file and of record in the office of the County Recorder in and for said County of
Hennepin, State of Minnesota.
171816v 4
A,
�1
oeh U)
0
• ,��RPORI`'TgO •
1968
To: MAYOR & COUNCIL Agenda Item #: IV. J
From: Debra Mangen Action Z
City Clerk Discussion ❑
Date: July 1, 2014 Information ❑
Subject: Ordinance No. 2014 -07 Amending Chapter 26 Of The Edina City Code Concerning
Petty Misdemeanors
Action Requested:
Adopt Ordinance No. 2014 -07 including waiver of second reading.
Information / Background:
At the last City Council meeting, Council directed staff to prepare an ordinance amendment that would
make a violation of Edina City Code Chapter 26 a petty misdemeanor. The attached ordinance has been
prepared for consideration.
Attachments:
Ordinance No. 2014 -07
City of Edina • 4801 W. 50th St. • Edina, MN 55424
ORDINANCE NO. 2014 -07
AN ORDINANCE AMENDING CHAPTER 26
OF THE EDINA CITY CODE
CONCERNING PETTY MISDEMEANORS
THE CITY OF EDINA ORDAINS:
Section 1. Chapter 26, Article 10 of the Edina City Code is amended by adding Section 26 -284 to read as
follows:
Sec. 26 -284. Petty Misdemeanor.
Any violation of Section 26 -283 shall be a petty misdemeanor punishable as provided in
Section 1 -18.
Section 2. This ordinance is effective immediately upon its passage and publication.
First Reading: July 1, 2014
Second Reading: Waived
Published: July 10, 2014
Attest
Debra A. Mangen, City Clerk
James B. Hovland, Mayor
To: MAYOR AND CITY COUNCIL
From: Chad A. Millner, PE, Director of Engineering
Date: July I, 2014
w9�A11�
o e
�N..
VJ
�-A ;�A� > �0
• CORPOR -" -FO •
1888
Agenda Item #: IV. K.
The Recommended Bid is
x❑ Within Budget
❑ Not Within Budget
Subject: Change Order - Contract ENG 14 -4 Birchcrest B Neighborhood Roadway Improvements
Date Bid Opened or Quote Received:
Company:
Palda & Sons, Inc.
Recommended Quote or Bid:
Approval of Change Order
Bid or Expiration Date:
Amount of Quote or Bid:
Completion Date Change
General Information:
Please recall the City awarded this contract to Palda and Sons on April 22, 2014. This project includes the
roadways of Birchcrest Drive, Clover Ridge, Normandale Road, Porter Lane, Roberts Place, Rolf Avenue,
Tingdale Avenue, Valley View Road, Wilryan Avenue, West 60th Street, and West 62nd Street.
Also note Palda and Sons is the same contractor completing the Bredesen Park D & Countryside F
Neighborhood Roadway Improvements where watermain issues were discovered that substantially increased
the scope of that project.
CenterPoint Energy began gas main and service line replacements last fall in the neighborhood. Those
installations are nearing completion right now. CenterPoint's work delayed Palda and Sons from starting
construction right away this summer.
The record level precipitation thus far in 2014 has made construction operations difficult. Contractors and
subcontractors are concerned about completing work due to the continued wet weather.
Palda and Sons is a reputable contractor that has met contract obligations in the past with the City. They
have concerns about meeting the City's expectations for this specific street reconstruction project.
Due to the additional work in the Bredesen Park D & Countryside F Neighborhood Project, the wet
weather, and the delay associated with CenterPoint Energy work, we recommend delaying completion of this
project until 2015.
All work will occur in 2015 associated with the City's project. All assessments will be levied one year later
than previous stated. This would occur in the fall of 2016. CenterPoint is required to restore boulevard areas
this year and install bituminous patches in the street where they excavated for gas main replacement work.
City of Edina • 4801 W. 50th St. • Edina, MN 55424
REQUEST FOR PURCHASE
IN EXCESS OF $20,000 /CHANGE ORDER
Page 2
•
Staff recommends approval of this change order to change the completion date to October 16, 2015 from
October 15, 2014.
Attachments:
GAPMCENTRAL SVCS \ENG DIV\PROJECTS \CONTRACTS\2014 \ENG 14 -4 Birchcrest B\ADMIN\MISC \Item IV. K. Change Order - Contract ENG 14 -4
City of Edina • 4801 W. 501h St. • Edina, MN 55424
4,9�N�,j�
0
�• •,�'C�Ii pt7R �•"CY`,
feet,
Item #: IV. L.
Action
Discussion ❑
Date: July 1, 2014 Information ❑
Subject: Resolution No. 2014 -75, Authorizing Minnesota Department of Employment and
Economic Development Grant Application For Pentagon Park South
Action Requested:
Adopt Resolution.
Information / Background:
The developer of the Pentagon Park sites continues to seek support from redevelopment agencies to fill in
funding gaps associated with complete redevelopment of the 43 -acre site. The costs of redevelopment are
very high and participation by local, regional and state agencies will be necessary to make this ambitious and
transformative project feasible.
It is anticipated that the developer will apply to the Department of Employment and Economic Development
(DEED) for a Redevelopment Grant to fund approximately $1,000,000 of demolition and related site work.
This grant application is necessary to initiate demolition of the mostly- vacant six -story office building with
single story wings on the south side of West 77 Street. As with most grant applications, the City serves as
the applicant and conduit between the State of Minnesota and the developer. All out -of- pocket costs related
to the grant application are borne by the developer.
The City granted preliminary zoning approval for the site in March 2014 and executed a TIF Redevelopment
Agreement in May 2014. The TIF agreement authorizes up to $54 million in TIF Notes to support the entire
site, including the South Parcels.
This DEED program provides incentive funding to encourage job creation through the redevelopment of
sites that suffer from obsolescence and high vacancy. This competitive grant program will accept applications
on August 1, 2014. A resolution of support from the City is required as part of the application package.
The strong potential for job growth and tax base enhancement coupled with the recent approvals and
agreements with the City make this grant application highly competitive for DEED funding.
Attachments:
Resolution No. 2014 -75
City of Edina • 4801 W. 50th St. • Edina, MN 55424
RESOLUTION NO. 2014 -7S
AUTHORIZING MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC
DEVELOPMENT GRANT APPLICATION FOR PENTAGON PARK SOUTH
BE IT RESOLVED by the City Council of the City of Edina, Minnesota, as follows:
WHEREAS, the City of Edina is a statutory city eligible to apply for grant funding; and
WHEREAS, the State of Minnesota Department of Employment and Economic Development is
soliciting requests for grant applications to further redevelopment and employment goals; and
WHEREAS, the City of Edina has identified Pentagon Park South as a project that satisfies the
Redevelopment Grant purpose and criteria; and
WHEREAS, the Pentagon Park South site suffers from a lack of investment by previous ownership
and an exceptionally high vacancy rate; and
WHEREAS, it is apparent that the property's condition and value will continue to decline until it is
properly repositioned and that the site appears unable to be returned to a highest and best use without
grant assistance; and
WHEREAS, the City of Edina, the Edina Housing and Redevelopment Authority and Pentagon
Revival, LLC have entered into a Redevelopment Agreement dated May 20, 2014 whereby the City and
Authority have agreed to issue TIF Notes to provide gap financing for certain eligible expenses necessary to
return the site to productive use.
BE IT RESOLVED that the City of Edina act as the legal sponsor for project contained in the
Redevelopment Grant Program to be submitted on August I, 2014 and that Mayor James B. Hovland is
hereby authorized to apply to the Department of Employment and Economic Development for funding of
this project on behalf of the City of Edina.
BE IT FURTHER RESOLVED that the City of Edina has the legal authority to apply for financial
assistance, and the institutional, managerial, and financial capability to ensure adequate project
administration.
BE IT FURTHER RESOLVED that the sources and amounts of the local match identified in the
application are committed to the project per the terms of the May 20, 2014 Redevelopment Agreement.
BE IT FURTHER RESOLVED that if the Pentagon Park South project fails to substantially provide the
public benefits listed in the application within five years from the date of the grant award, the City of Edina
may be required to repay 100 percent of the awarded grant per Minn. Stat. 1 16J.575 Subd. 4.
BE IT FURTHER RESOLVED that the City of Edina has not violated any Federal, State or local laws
pertaining to fraud, bribery, graft, kickbacks, collusion, conflict of interest or other unlawful or corrupt
practice.
BE IT FURTHER RESOLVED that upon approval of its application by the state, the City of Edina may
enter into an agreement with the State of Minnesota for the above referenced project(s), and that the City
of Edina certifies that it will comply with all applicable laws and regulation as stated in all contract
agreements.
NOW, THEREFORE BE IT FINALLY RESOLVED that the Mayor and the Clerk are hereby
authorized to execute such agreements as are necessary to implement the project on behalf of the applicant.
Adopted by the Edina City Council this I st day of July, 2014.
Attest:
Debra A. Mangen, City Clerk James B. Hovland, Mayor
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS
CITY OF EDINA ) CERTIFICATE OF CITY CLERK
I, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby certify that the attached and
foregoing City Council Minutes is a true and correct copy of the Resolution duly adopted by the Edina City Council at
its regular meeting of July I, 2014, and as recorded in the Minutes of said regular meeting.
WITNESS, my hand and seal of said City this day of 2014.
Debra A. Manger, City Clerk
5UII.UOJ UOI.}pI.UJOfU/
uoi4a4uasaad Iaap
VN
a4np 4aNDad ON ❑
Naua4S PaaqDi8 ff!.Iaqs
A4unoD uldauuaH
'b"/1 W311 VQN3DV
1�
k
I
From: John Wallin, Finance Director
J tcl �n
, E � yO
'�
J• 11 �Y1RF'OLiA��� •
18811
i Item #: VII. A.
Action
Discussion ❑
Date: July 1, 2014 Information ❑
Subject: Resolution No. 2014 -73 Authorizing The Sale and Issuance Of Multifamily Housing
Revenue Bonds (Yorktown Continental, LP Project) Series 2014
Action Requested:
Adopt Resolution No. 2014 -73 Authorizing The Sale and Issuance Of Multifamily Housing Revenue
Bonds (Yorktown Continental, LP Project) Series 2014
Information / Background:
Yorktown Continental, LP (the "Borrower "), a limited - purpose entity, proposes to acquire and rehabilitate
the existing 264 -unit Yorktown Continental apartment building located at 7151 York Avenue South. The
Borrower is requesting that the City give approval to the issuance of up to $26,500,000 in bonds to finance
a portion of the cost of the project. Other sources of financing for the approximately $64,000,000 project
include various sources of taxable financing and low- income housing tax credit equity. Final approval of the
project and bond issuance by the City following the public hearing at the City Council's last meeting requires
the review of documents and the passage of Resolution 2014 -73. Representatives from Yorktown
Continental will be at the Council meeting to discuss the project and the financing.
The attached resolution and various documents as drafted by Dorsey & Whitney gives authorization for the
issuance of Housing Revenue Bonds on behalf of Yorktown Continental, LP for the proposed project at 7151 York
Avenue South. The Bonds will be special, limited obligations of the City and will be payable solely from the
revenues pledged to the payment thereof. No holder of any Bond will ever have the right to compel any
exercise of the taxing power of the City to pay the Bonds, or the interest thereon, nor to enforce payment
thereon against any property of the City, except money payable by the Borrower to the City and pledged to
the payment of the Bonds. The City is authorized by Minnesota Statutes, Chapter 462C, to issue the Bonds
to finance multifamily housing developments such as the Development.
ATTACHMENT:
Resolution 2014 -73
Assignment of Mortgage
Loan Agreement Between the City of Edina and Yorktown Continental, LP Series 2014A
Loan Agreement Between the City of Edina and Yorktown Continental, LP Series 2014B
Combination Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing
Statement
Regulatory Agreement Between the City of Edina, U. S. Bank National Assn., and Yorktown Continental, LP
Trust Indenture Between the City of Edina and U.S. Bank National Assoc., Series 2014A
Indenture of Trust Between the City of Edina and U.S. Bank National Assoc., Series 2014B
City of Edina • 4801 W. 50th St. • Edina, MN 55424
CERTIFICATION OF MINUTES RELATING TO
TO THE ISSUANCE OF HOUSING REVENUE BONDS PURSUANT TO MINNESOTA
STATUTES, CHAPTERS 462A AND 462C ON BEHALF OF YORKTOWN
CONTINENTAL, LP
Issuer: City of Edina, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held on July 1, 2014, at
7:00 o'clock P.M., at the City Hall.
Councilmembers present:
Councilmembers absent:
Documents Attached:
Minutes of said meeting (pages): 1 through
RESOLUTION NO. 2014-73
RESOLUTION AUTHORIZING THE SALE AND ISSUANCE
OF MULTIFAMILY HOUSING REVENUE BONDS
( YORKTOWN CONTINENTAL, LP PROJECT), SERIES 2014;
ESTABLISHING THE SECURITY THEREFOR AND
AUTHORIZING THE EXECUTION OF DOCUMENTS
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certifying that the
documents attached hereto, as described above, have been carefully compared with the original
records of said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above, pursuant to call and notice of such
meeting given as required by law.
2014.
WITNESS my hand officially as such recording officer this day of ,
Debra Mangen, City Clerk
RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY
HOUSING REVENUE BONDS (YORKTOWN CONTINENTAL, LP PROJECT), SERIES
2014; ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE
EXECUTION OF DOCUMENTS
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the "City "), as
follows:
Section 1. Recitals.
1.01. The City has by resolutions adopted May 20, 2014 and June 17, 2014, given
preliminary approval to the issuance of its Multifamily Housing Revenue Bonds (Yorktown
Continental, LP Project), Series 2014 in a principal amount not to exceed $26,500,000 (the
"Bonds ") for the purpose of making a loan to Yorktown Continental, LP, a Minnesota limited
partnership (the `Borrower ").
1.02. Draft forms of the following documents relating to the Bonds have been prepared
and submitted to this Council and are hereby directed to be filed with the City Manager:
(a) a Loan Agreement with respect to each series of the Bonds proposed to be
entered into by the City and the Borrower;
(b) an Indenture of Trust with respect to each series of the Bonds (together,
the "Indenture ") proposed to be entered into with respect to the Bonds by the City and
the trustee thereunder (the "Trustee ");
(c) a Bond Purchase Agreement proposed to be entered into with respect to
the Bonds by the City, the Borrower and Dougherty & Company LLC (the
"Underwriter ");
(d) a Regulatory Agreement between the City, the Borrower and the Trustee;
(e) a Combination Mortgage, Security Agreement, Assignment of Leases and
Rents and Fixture Financing Statement from the Borrower to the City;
(f) an Assignment of Mortgage from the City to the Trustee
(g) an Official Statement or other offering document (the "Official Statement ")
to be used in connection with the offer and sale of the Bonds by the Underwriter.
Section 2. Findings.
It is hereby found, determined and declared that:
-2-
(a) It is desirable that the Bonds be issued by the City upon the terms set forth in this
resolution and the Indenture, under the provisions of which the City grants to the Trustee under
the Indenture a security interest in certain revenues and payments to be received by the City
under the Loan Agreement as security for the payment of the principal of, premium, if any, and
interest on the Bonds.
(b) The payments required to be made to the Trustee pursuant to the Loan Agreement are
fixed, and are required to be revised from time to time as necessary, so as to produce income and
revenue sufficient to provide for prompt payment of principal of and interest on all Bonds issued
under the Indenture when due, and the Loan Agreement also provides that the Borrower is
required to continue to pay all expenses of the operation and maintenance of the Project,
including, but without limitation, adequate insurance thereon and insurance against all liability
for injury to persons or property arising from the operation thereof, and all taxes and special
assessments levied upon or with respect to the site of the Project and payable during the term of
the Loan Agreement.
(c) The execution and delivery of the documents referred to in Section 1.02 (together
with all such other documents as are necessary in connection with the Bonds, the "Bond
Documents ") and all other acts and things required under the Constitution and laws of the State
of Minnesota to make the Bond Documents and the Bonds valid and binding special, limited
obligations in accordance with their terms, are authorized by Minnesota Statutes, Chapters 462A
and 462C.
Section 3. Authorization and Approval of Bond Documents. The City is hereby
authorized to issue the Bonds to provide funds, to be used, with other available funds, to finance
the Project and pay costs of issuance of the Bonds, and to pledge and assign the Loan Agreement
and the loan repayments due thereunder, all as provided in the Documents. It is acknowledged
that the purchase price of the Bonds, the principal amount of the Bonds, the initial reoffering
prices of the Bonds, the maturity schedule of the Bonds, the provisions for redemption of the
Bonds and the initial interest rate on the Bonds have not been determined as of the date of
adoption of this resolution and are not reflected in the Indenture, the Loan Agreement or the
Bond Purchase Agreement. The Mayor and the City Manager are hereby authorized to approve:
(1) the purchase price of the Bonds; (2) the principal amount of the Bonds (as hereinafter
defined); provided that the aggregate principal amount of the Bonds is not in excess of
$26,500,000; (3) the reoffering prices of the Bonds; (4) the maturity schedule of the Bonds; (5)
the provisions for redemption of the Bonds; and (6) the interest rates on the Bonds. The approval
of such officers of the terms of the Bonds shall be conclusively presumed by the execution of the
Bond Purchase Agreement by said officers.
The forms of the Bond Documents and the Bonds are approved, subject to such
modifications as are deemed appropriate and approved by the Mayor and City Manager, within
the limitations provided in the immediately preceding paragraph, which approval shall be
conclusively evidenced by execution of the Bond Documents by the Mayor and the City
-3-
Manager. Copies of all the documents shall be delivered, filed or recorded as provided therein.
The Mayor and the City Manager are also authorized and directed to execute such other
instruments as may be required to give effect to the transactions herein contemplated.
Section 4. Official Statement. The City hereby consents to the use of the Official
Statement by the Underwriter in connection with the offer and sale of the Bonds to potential
investors. The City has consented to the distribution of the Official Statement, but did not
prepare the Official Statement, and has not reviewed the financial disclosures of the Borrower or
approved any information or statements contained in the Official Statement or the Appendices
thereto and assumes no responsibility for the sufficiency, completeness or accuracy of the same.
The City Manager is authorized to deem the Official Statement "final" as of its date for purposes
of SEC Rule 15c2 -12.
Section 5. The Bonds.
5.01. In anticipation of the receipt of the loan repayments from the Borrower, the City
shall proceed forthwith to issue the Bonds in the form and upon the terms set forth in the
Indenture or established pursuant to this resolution.
5.02. The Mayor and the City Manager are authorized and directed to prepare and
execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee,
together with a certified copy of this resolution, the other documents required in the Indenture,
and such other certificates, documents and instruments as may be appropriate to effect the
transactions herein contemplated. The Trustee is hereby appointed authenticating agent for the
Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1.
Section 6. Absence of Officers. In the absence or disability of the Mayor, any of the
documents authorized by this resolution to be approved and executed by the Mayor may be so
approved and executed by the acting Mayor. In the absence or disability of the City Manager,
any of the documents authorized by this resolution to be approved and executed by the City
Manager may be so approved and executed by the person designated as acting City Manager or
by such other officer of the City who, in the opinion of the City Attorney, may execute such
documents.
Section 7. Authentication of Proceedings. The Mayor, the City Manager and other
officers of the City are authorized and directed to furnish to the Underwriter and bond counsel
certified copies of all proceedings and records of the City relating to the Bonds, and such other
affidavits and certificates as may be required to show the facts relating to the legality and
marketability of the Bonds as such facts appear from the books and records in the officers'
custody and control or as otherwise known to them, and all such certified copies, certificates and
affidavits, including any heretofore furnished, shall constitute representations of the City as to
the truth of all statements of fact contained therein.
-4-
Section 8. Limitations of the Ci 's Obligations. Notwithstanding anything contained in
the Bonds or the Bond Documents, the Bonds shall not constitute a debt of the City within the
meaning of any constitutional or statutory limitation, and shall not be payable from nor shall
constitute a charge, lien or encumbrance, legal or equitable, upon any funds or any property of
the City other than the revenues specifically pledged to the payment thereof pursuant to the Bond
Documents, and no holder of the Bonds shall ever have the right to compel any exercise of the
taxing power of the City to pay the Bonds or the premium, if any, or interest thereon, or to
enforce payment thereof against any property of the City other than those rights and interests of
the City which have been pledged to the payment thereof pursuant to the Bond Documents. The
agreement of the City to perform the covenants and other provisions contained in this resolution
or the Bonds or the Bond Documents shall be subject at all times to the availability of the
revenues furnished by the Borrower sufficient to pay all costs of such performance or the
enforcement thereof, and the City shall not be subject to any personal or pecuniary liability
thereon.
Adopted this 1 st day of July, 2014.
Mayor
City Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember
voted in favor thereof:
and the following voted against the same:
and upon vote being taken thereon, the following
whereupon said resolution was declared duly passed and adopted.
-5-
Draft 6/20/14
ASSIGNMENT OF MORTGAGE
Date: July 1, 2014
FOR VALUABLE CONSIDERATION, the City of Edina, Minnesota, a political subdivision under the laws of Minnesota,
Assignor, hereby sells, assigns and transfers to, without recourse or warranty, [U.S. Bank National Association, Assignee], the
Assignor's interest in the Combination Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing
Statement, dated as of July 1, 2014 (the "Mortgage "), executed by Yorktown Continental, LP, a Minnesota limited partnership, as
Mortgagor, to the City of Edina, Minnesota, as Mortgagee, and filed for record July _, 2014, as Document Number
in the office of the County Recorder of Hennepin County, Minnesota, together with all right and interest in
the obligations therein specified and the debt thereby secured. Assignor covenants with Assignee, its successors and assigns, that
there is still due and unpaid of the debt secured by the Mortgage the sum of
thereon from the date hereof and that Assignor has good right to sell, assign and transfer the same.
THIS INSTRUMENT WAS DRAFTED BY
Dorsey & Whitney LLP
50 South Sixth Street
Minneapolis, Minnesota 55402
(612) 492 -6959
Dollars ($ ), with interest
ASSIGNOR
THE CITY OF EDINA, MINNESOTA
By
Mayor
By
City Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of July, 2014, by Jim Hovland, the Mayor, and Scott
Neal, the City Manager, of the City of Edina, Minnesota, on behalf of the City.
Notary Public
Assignment of Mortgage
DRAFT 6/20/14
LOAN AGREEMENT
between
THE CITY OF EDINA, MINNESOTA
as Issuer
and
YORKTOWN CONTINENTAL, LP
as Borrower
RELATING TO
City of Edina, Minnesota
Multifamily Housing Revenue Bonds
(Yorktown Continental, LP Project), Series 2014A
Dated as of July 1, 2014
With the exception of certain reserved rights, the interest of the City of Edina, Minnesota in this
Loan Agreement has been assigned to U.S. Bank National Association, as trustee for the above -
referenced bonds.
ILIM.
(This Index is not a part of the Agreement,
but rather is for convenience of reference only.)
Page
Preamble............................................................................................................ ..............................1
ARTICLE I
DEFINITIONS
Section 1.1 Use of Defined Terms ........................................................... ..............................2
Section 1.2 Interpretation ......................................................................... ..............................2
Section 1.3 Captions and Headings .......................................................... ..............................2
ARTICLE II
REPRESENTATIONS AND COVENANTS
Section 2.1 Representations of the Issuer ................................................ ..............................3
Section 2.2 Representations and Covenants of the Borrower .................. ..............................3
ARTICLE III
COMPLETION OF THE PROJECT;
ISSUANCE OF THE BONDS
Section 3.1
Acquisition, Construction, Installation, Equipment and Improvement ...............7
Section 3.2
Plans and Specifications ........................................................ ..............................7
Section 3.3
Issuance of the Bonds; Application of Proceeds ................... ..............................7
Section 3.4
Disbursements from the Project Fund ................................... ..............................8
Section3.5
[HUD Funds .......................................................................... ..............................9
Section 3.6
Borrower Required to Pay Costs in Event Project Fund Insufficient ...............10
Section 3.7
Completion Date .................................................................. .............................10
Section 3.8
Investment of Fund Moneys ................................................ .............................10
Section3.9
Rebate Fund ......................................................................... .............................10
ARTICLE IV
LOAN BY ISSUER; REPAYMENT OF THE LOAN;
LOAN PAYMENTS AND ADDITIONAL PAYMENTS
Section 4.1 Loan Repayment; Delivery of Note ..................................... .............................12
Section 4.2 Additional Payments ............................................................ .............................12
Section 4.3 Place of Payments ................................................................ .............................13
Section 4.4 Obligations Unconditional ................................................... .............................13
Section 4.5 Assignment of Agreement and Issuer Revenues .................. .............................14
ARTICLE V
ADDITIONAL AGREEMENTS AND COVENANTS
Section 5.1 Right of Inspection ............................................................... .............................15
ii
Section 5.2
Borrower to Maintain its Existence; Sales of Assets or Mergers ......................15
Section 5.3
Indemnification .................................................................... .............................15
BindingEffect ...................................................................... .............................28
Section 5.4
Borrower Not to Adversely Affect Exclusion from Gross Income of
Execution Counterparts ........................................................ .............................28
Intereston Bonds ................................................................. .............................17
Severability.......................................................................... .............................28
Section 5.5
Affirmative Covenants ......................................................... .............................17
Section 5.6
Additional Indebtedness ....................................................... .............................19
HUD - Required Provisions ................................................... .............................29
Section 5.7
Nature of Business ............................................................... .............................19
Section 5.8
Cooperation in Enforcement of Regulatory Agreement ...... .............................20
Delivery of Reports, Etc ....................................................... .............................30
Section 5.9
Tax Exempt Status of the Bonds .......................................... .............................20
Section5.10
Useful Life ........................................................................... .............................21
Section 5.11
Federal Guarantee Prohibition ............................................. .............................21
Section 5.12
Prohibited Facilities ............................................................. .............................21
Optional Prepayment .................
Section 7.1
Section 7.2
Section 7.3
Section 7.4
Section 7.5
Section 7.6
Section 7.7
Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5
Section 8.6
Section 8.7
Section 8.8
Section 8.9
Section 8.10
Section 8.11
Section 8.12
Section 8.13
Section 8.14
ARTICLE VI
PREPAYMENT
........... .............................22
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Events of Default ................................ ...............................
Remedies on Default .................... ...............................
No Remedy Exclusive .................. ...............................
Agreement to Pay Attorneys' Fees and Expenses.......
NoWaiver .................................... ...............................
Notice of Default .......................... ...............................
Investor Limited Partner's Cure Rights ......................
ARTICLE VIII
MISCELLANEOUS
.......................23
......... .............................24
......... .............................25
......... .............................25
......... .............................25
......... .............................26
......... .............................26
Termof Agreement .............................................................. .............................27
Amounts Remaining in Funds .............................................. .............................27
Notices................................................................................. .............................27
Extent of Covenants of the Issuer; No Personal Liability .... .............................27
BindingEffect ...................................................................... .............................28
Amendments and Supplements ............................................ .............................28
Execution Counterparts ........................................................ .............................28
Severability.......................................................................... .............................28
GoverningLaw ..................................................................... .............................28
Non - Recourse Obligations ................................................... .............................28
HUD - Required Provisions ................................................... .............................29
[Limitation on Liability of the Issuer ................................... .............................29
Waiver of Personal Liability ................................................ .............................30
Delivery of Reports, Etc ....................................................... .............................30
iii
Signatures...................................................................................................... ............................... S -1
Exhibit A - FORM OF SERIES 2014A NOTE ........................................... ............................... A -1
Exhibit B - BORROWER'S CERTIFICATE TO FHA LENDER AND TRUSTEE .................B -1
Exhibit C - FORM OF COMPLETION CERTIFICATE ............................ ............................0 -1
Exhibit D - FHA LENDER'S CERTIFICATE TO TRUSTEE ........... ............................D -1
Exhibit E— BORROWER'S CERTIFICATE TO TRUSTEE ......................... ............................E -1
iv
LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Loan Agreement" or "Agreement") is made and
entered into as of July 1, 2014 between the City of Edina, Minnesota, a body corporate and
politic of the State of Minnesota (the "Issuer "), and Yorktown Continental, LP, a Minnesota
limited partnership (the "Borrower "), under the circumstances summarized in the following
recitals (the capitalized terms not defined in the recitals and granting clauses being used therein
are defined as per Article I hereof).
RECITALS
WHEREAS, pursuant to and in accordance with the laws of the State of Minnesota (the
"State "), including without limitation, Minnesota Statutes, Chapters 462A, 462C and 474A, as
amended (the "Act "), the Issuer has determined to issue and sell its Multifamily Housing
Revenue Bonds (Yorktown Continental, LP Project) Series 2014A in the aggregate principal
amount of $ (the "Bonds ") and to loan the proceeds to be derived from the sale
thereof to the Borrower to assist in the financing of the acquisition, rehabilitation, and equipping
by Borrower of an existing 264 -unit building containing 262 one - bedroom units and two two -
bedroom units as a senior low- income housing project located at 7151 York Avenue South, in
Edina, Minnesota (the "Project"); and
WHEREAS, the Borrower and the Issuer each have full right and lawful authority to
enter into this Agreement and to perform and observe the provisions hereof on their respective
parts to be performed and observed.
NOW THEREFORE, in consideration of the premises and the mutual representations and
agreements hereinafter contained, the Issuer and the Borrower agree as follows (provided that
any obligation of the Issuer created by or arising out of this Agreement shall never constitute a
general debt of the Issuer or give rise to any pecuniary liability of the Issuer but shall be payable
solely out of Issuer Revenues):
ARTICLE I
DEFINITIONS
Section 1.1 Use of Defined Terms
In addition to the words and terms defined elsewhere in this Agreement, the words and
terms in this Agreement shall have the meanings set forth in the Trust Indenture (the
"Indenture "), dated as of the date of this Agreement between the Issuer and U.S. Bank National
Association, as Trustee.
Section 1.2 Interpretation
Any reference herein to the Issuer, to its governing body or to any member or officer of
either includes entities or officials succeeding to their respective functions, duties or
responsibilities pursuant to or by operation of law or lawfully performing their functions.
Any reference to a section or provision of the Constitution of the State or the Act, or to a
section, provision or chapter of the Minnesota Statutes or to any statute of the United States of
America, includes that section, provision or chapter as amended, modified, revised,
supplemented or superseded from time to time, provided that no amendment, modification,
revision, supplement or superseding section, provision or chapter shall be applicable solely by
reason of this provision, if it constitutes in any way an impairment of the rights or obligations of
the Issuer, the Holders, the Trustee or the Borrower under this Agreement.
Unless the context indicates otherwise, words importing the singular number include the
plural number, and vice versa; the terms "hereof," "hereby," "herein," "hereto," "hereunder" and
similar terms refer to this Agreement; and the term "hereafter" means after, and the term
"heretofore" means before, the date of delivery of the Bonds. Words of any gender include the
correlative words of the other genders, unless the sense indicates otherwise.
Section 1.3 Captions and Headings
The captions and headings in this Agreement are solely for convenience of reference and
in no way define, limit or describe the scope or intent of any Articles, Sections, subsections,
paragraphs, subparagraphs or clauses hereof.
END OF ARTICLE I
PA
ARTICLE II
REPRESENTATIONS AND COVENANTS
Section 2.1 Representations of the Issuer
The Issuer represents that
(a) it is a body corporate and politic organized and existing under the laws of the
State and is authorized to issue the Bonds to finance the Project pursuant to the Act;
(b) in authorizing the Project, its purpose is, and in its judgment, the effect thereof
will be, to promote the public welfare by providing a multifamily rental housing
development within the meaning of the Act and assisting persons within the Issuer to
obtain decent, safe and sanitary housing at rentals they can afford, and facilitating the
development of rental housing opportunities for residents of the Issuer;
(c) it has duly accomplished all conditions necessary to be accomplished by it
prior to the issuance and delivery of the Bonds and the execution and delivery of this
Agreement, the Indenture and the Regulatory Agreement;
(d) it is not in violation of or in conflict with any provisions of the laws of the
State that would impair its ability to carry out its obligations contained in this Agreement,
the Indenture and the Regulatory Agreement;
(e) it has the legal right and is empowered to enter into the transactions
contemplated by this Agreement, the Indenture and the Regulatory Agreement;
(f) it has duly authorized the execution, delivery and performance of this
Agreement, the Indenture and the Regulatory Agreement; and
(g) it will do all things in its power in order to maintain its existence or assure the
assumption of its obligations under this Agreement, the Indenture and the Regulatory
Agreement by any successor public body.
The Issuer makes no representation or warranty that the Project will be adequate or
sufficient for the purposes of the Borrower. Nothing in this Agreement shall be construed as
requiring the Issuer to provide any financing for the Project other than the proceeds of the Loan
or to provide sufficient moneys for all of the costs of the Project.
Section 2.2 Representations and Covenants of the Borrower
The Borrower represents, warrants and covenants that
(a) it is a limited partnership duly organized under the laws of the State, duly
authorized to conduct its business in the State;
3
(b) it has full power and authority to execute, deliver and perform this
Agreement, the Note and the Regulatory Agreement (collectively, the `Borrower
Documents ") and to enter into and carry out the transactions on its part contemplated by
those documents. The execution, delivery and performance by it of the Borrower
Documents do not, and will not, violate any provision of law applicable to the Borrower
and do not, and will not, conflict with or result in a default under any agreement or
instrument to which the Borrower is a party or by which it is bound. The Borrower
Documents have, by proper action, been duly authorized, executed and delivered by the
Borrower and all steps necessary have been taken to constitute the Borrower Documents
valid and binding obligations of the Borrower;
(c) the provision of financial assistance to be made available to it under this
Agreement and the commitments therefor made by the Issuer have induced the Borrower
to undertake the transactions contemplated by this Agreement;
(d) it presently intends to use or operate the Project in a manner consistent
with the Act and in accordance with the Regulatory Agreement and knows of no reason
why the Project will not be so operated. If, in the future, there is a cessation of that
operation, it will use its best efforts to resume that operation or accomplish an alternate
use by the Borrower or others approved in writing by the Issuer which will be consistent
with the Act and the Regulatory Agreement;
•(e) the acquisition and rehabilitation of the Project will be completed in
accordance with the Plans and Specifications and the portion of the Project funded with
the proceeds of the Combined Bonds will constitute a qualified residential rental project
within the meaning of Section 142(d) of the Code and will be operated and maintained in
such manner as to conform in all material respects with all applicable zoning, planning,
building, environmental and other applicable Governmental regulations and as to be
consistent with the Act;
(f) the Project will be located entirely within the boundaries of the Issuer;
(g) at least 95% of the net proceeds of the Combined Bonds (as defined in
Section 150 of the Code) will be used to provide a "qualified residential rental project"
(as defined in Section 142(d) of the Code), and the Borrower will not request or authorize
any disbursement from the Project Fund pursuant to Section 3.4 hereof, which, if paid,
would result in less than 95% of the net proceeds of the Combined Bonds being so used;
(h) the costs of issuance financed by the Combined Bonds will not exceed 2%
of the proceeds of the Combined Bonds (within the meaning of Section 147(g) of the
Code), and the Borrower will not request or authorize any disbursement from the Project
Fund pursuant to Section 3.4 hereof or otherwise, which, if paid, would result in more
than 2% of the proceeds of the Combined Bonds being so used. Except as permitted by
Treasury Regulations 1.148- 6(d)(3)(ii), none of the proceeds of the Combined Bonds will
be used for working capital purposes;
4
(i) the proceeds of the Combined Bonds shall be used exclusively to pay costs
that (i) are (A) capital expenditures (as defined in Section 1.150 -1(a) of the Code's
regulations) and (B) not made for the acquisition of existing property, to the extent
prohibited in Section 147(d) of the Code, and (ii) are made exclusively with respect to a
"qualified residential rental project" within the meaning of Section 142(d) of the Code so
that the Project and the land on which it is located will have been financed fifty percent
(50 %) or more by the proceeds of the Combined Bonds for the purpose of complying
with Section 42(h)(4)(B) of the Code;
0) upon the execution and delivery thereof by the other parties thereto, each
of the Borrower Documents will constitute valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or
judicial decisions affecting creditors' rights generally and by judicial discretion in the
exercise of equitable remedies;
(k) it understands the nature and structure of the Project; that it is familiar
with the provisions of all of the documents and instruments relating to the financing of
the Project to which it is a party; that it understands the risks inherent* in such
transactions, including without limitation the risk of loss of the Project; and that it has not
relied on the Issuer for any guidance or expertise in analyzing the financial or other
consequences of such financing transactions or otherwise relied on the Issuer in any
manner except to issue the Bonds in order to provide funds for the Loan;
(1) it intends to hold the Project for its own account, has no current plans to
sell and has not entered into any agreement to sell any of the units that comprise the
Project. [It is hereby acknowledged, however, that the Borrower's partnership agreement
does provide for certain rights of one or more of its partners to acquire the Project, and
for the possible acquisition of the Project following the fifteen year tax credit compliance
period as identified in the Borrower's partnership agreement, and those provisions shall
not result in a breach of this Section 2.2(1);]
(m) it shall use its best efforts to cause there to be deposited from time to time
in the Collateral Fund, Available Moneys in such amount and at such times as may be
necessary to allow the Trustee to disburse funds from the Project Fund pursuant to
Section 5.03 of the Indenture upon the Trustee's receipt of a Disbursement Request from
the Borrower to pay costs of the Project;
(n) in the event the Loan proceeds are not sufficient to complete the
acquisition and rehabilitation of the Project and the payment of all costs of issuance of
the Bonds, the Borrower will furnish any additional moneys from any source determined
by the Borrower as necessary to complete the acquisition and rehabilitation of the Project
and pay all cost of issuance of the Bonds;
(o) less than 25% of the proceeds of the Combined Bonds will be used to pay
or reimburse the Borrower for the cost of land or any interest therein;
(p) it has not knowingly taken or permitted to be taken and will not knowingly
take or permit to be taken any action which would have the effect, directly or indirectly,
of causing interest on any of the Bonds to be included in the gross income of the owners
thereof for purposes of federal income taxation; and
(q) it shall not take, or knowingly permit or suffer to be taken by the Trustee
or any party acting on its behalf, any action with respect to the proceeds of the Combined
Bonds which if such action had been reasonably expected to have been taken, or had been
deliberately and intentionally taken, on the date of issuance of the Combined Bonds
would have caused the Combined Bonds to be "arbitrage bonds" within the meaning of
Section 148(a) of the Code.
The Borrower acknowledges that the representations and covenants herein made by the
Borrower have been expressly and specifically relied upon by the Issuer in determining to make
the Loan to the Borrower and the Loan would not have been made but for such representations
and covenants.
END OF ARTICLE II
0
ARTICLE III
COMPLETION OF THE PROJECT;
ISSUANCE OF THE BONDS
Section 3.1 Acquisition, Construction, Installation, Equipment and Improvement
The Borrower (a) has acquired or is in the process of acquiring the Project site and shall
rehabilitate, install, improve and equip the Project with all reasonable dispatch and in substantial
accordance with the Plans and Specifications, (b) shall pay when due all fees, costs and expenses
incurred in connection with that acquisition, construction, installation, equipping and improving
from funds made available therefor in accordance with this Agreement or otherwise, except to
the extent being contested in good faith, and (c) shall ask, demand, sue for, levy, recover and
receive all those sums of money, debts and other demands whatsoever which may be due, owing
and payable under the terms of any contract, order, receipt, writing and instruction in connection
with the acquisition, rehabilitation, improvement and equipping of the Project, and shall enforce
the provisions of any contract, agreement, obligation, bond or other performance security with
respect thereto. It is understood that the Project is that of the Borrower and any contracts made
by the Borrower with respect thereto, whether acquisition contracts, construction contracts or
otherwise, or any work to be done by the Borrower on the Project are made or done by the
Borrower in its own behalf and not as agent or contractor for the Issuer. The Borrower agrees
that it will compensate all workers employed in the construction and improvement of the Project
as required by law.
Section 3.2 Plans and Specifications
The Borrower may revise the Plans and Specifications from time to time, provided that
no revision shall be made which would change the Project Purposes to purposes other than those
permitted by the Act and the Regulatory Agreement. At or prior to the execution and delivery of
this Agreement, the Borrower shall provide to the Underwriter evidence acceptable to the
Underwriter, in its sole discretion, of the availability of all financing contemplated by the plan of
financing for the Project including, without limitation (and without regard to whether the
immediate availability of such financing is a condition to undertaking the Project), the equity
portion of the financing and all other public and private financing and any interim or bridge
financing to be provided in anticipation of the closing of any of the foregoing aspects of the
financing therefor. Any material changes in the plan of financing shall be communicated
promptly to the Underwriter. Copies of all documents evidencing that financing, and the security
therefor, all in form reasonably acceptable to the Underwriter, shall have been provided to the
Underwriter.
Section 3.3 Issuance of the Bonds; Application of Proceeds
To provide funds to make the Loan for purposes of assisting in paying the Project Costs,
the Issuer will issue, sell and deliver the Bonds to the Underwriter. The Bonds will be issued
pursuant to the Indenture in the aggregate principal amount, will bear interest and will mature as
set forth therein. The Borrower hereby approves the terms and conditions of the Indenture and
the Bonds, and of the terms and conditions under which the Bonds will be issued, sold and
delivered.
The proceeds from the sale of the Bonds in the amount of $ shall be loaned to the
Borrower and paid over to the Trustee for the benefit of the Borrower and the Holders of the
Bonds and deposited as follows: [(a) a sum equal to any accrued interest paid by the Holder
shall be deposited in the Bond Fund, and (b) the balance of the proceeds of the Bonds shall be
deposited in the Project Fund.] Pending disbursement pursuant to Section 3.4 hereof, the
proceeds of the Bonds deposited in the Project Fund, together with any investment earnings
thereon, shall constitute a part of the Issuer Revenues assigned by the Issuer to the Trustee as
security for the payment of Bond Debt Service Charges as provided in the Indenture.
Section 3.4 Disbursements from the Project Fund
Subject to the provisions below and so long as no Event of Default hereunder has
occurred and is continuing for which the Loan Payments and principal amount of the Bonds has
been declared to be immediately due and payable pursuant to Section 7.2 hereof and Section 7.03
of the Indenture, respectively, disbursements from the Project Fund shall be made only to pay
any of the following Project Costs:
(a) Costs incurred directly or indirectly for or in connection with the
acquisition and rehabilitation of the Project, including costs incurred in respect of the
Project for preliminary planning and studies; architectural, legal, engineering, accounting,
consulting, supervisory and other services; labor, services and materials; and recording of
documents and title work.
(b) Premiums attributable to any surety bonds and insurance required to be
taken out and maintained during the Construction Period with respect to the Project.
(c) Taxes, assessments and other governmental charges in respect of the
Project that may become due and payable during the Construction Period.
(d) Costs incurred directly or indirectly in seeking to enforce any remedy
against any contractor or subcontractor in respect of any actual or claimed default under
any contract relating to the Project.
(e) Subject to Section 2.2(h) hereof, financial, legal, accounting, printing and
engraving fees, charges and expenses, and all other such fees, charges and expenses
incurred in connection with the authorization, sale, issuance and delivery of the Bonds,
including, without limitation, the fees and expenses of the Trustee, the Registrar and any
Paying Agent properly incurred under the Indenture that may become due and payable
during the Construction Period.
(f) Any other costs, expenses, fees and charges properly chargeable to the
cost of acquisition and rehabilitation of the Project.
(g) Payment of interest on the Bonds during the Construction Period.
8
(h) Payments to the Rebate Fund.
Any disbursements from the Project Fund shall be made by the Trustee only as permitted
pursuant to Section 5.03 of the Indenture and upon the written request of the Borrower executed
by an Authorized Borrower Representative substantially in the form attached hereto as Exhibit B,
which requests shall be consecutively numbered and accompanied by invoices or other
appropriate documentation supporting the payments or reimbursements requested. No
disbursement shall be made by the Trustee upon the basis of any such disbursement request
except upon satisfaction of the following conditions and pursuant to the following procedures:
(i) An executed Certificate of the FHA Lender substantially in the
form attached hereto as Exhibit D, or an executed Certificate of the Borrower
substantially in the form attached hereto as Exhibit E, in each case related to the
deposit of Available Moneys in to the Collateral Fund for the applicable
disbursement request.
(ii) An executed Certificate of the Borrower substantially in the form
attached hereto as Exhibit B accompanied by a disbursement schedule listing the
items for which the disbursement is sought and the total cost of each such item,
together with invoices or other appropriate documentation (which may be a copy
of an escrow agreement if a disbursement is to be made to an escrow account) for
each such item.
(iii) All Loan Payments that are then due shall have been paid.
Any moneys in the Project Fund remaining after the Completion Date and payment, or
provision for payment, in full of the Project Costs, at the direction of the Authorized Borrower
Representative, promptly shall be paid into the Bond Fund for payment of Bond Debt Service
Charges.
Section 3.5 [HUD Funds
(a) The Borrower hereby acknowledges that the FHA Lender has determined to fund
the FHA Insured Mortgage Loan, on the condition that the FHA Lender originate and service the
FHA Insured Mortgage Loan in accordance with the FHA Loan Documents, the FHA Insurance
Regulations and the GNMA Regulations, and the FHA Lender has further agreed pursuant to the
related FHA Loan Documents to issue the GNMA Securities in accordance with the GNMA
Regulations, based on and backed by the FHA Insured Mortgage Loan.
(b) The Borrower hereby assigns all right, title and interest of the Borrower in and to
the proceeds of the FHA Insured Mortgage Loan to the Trustee.
(c) The FHA Lender has agreed to deliver or cause to be delivered to the Trustee the
HUD Funds upon its receipt and approval of a requisition from the Borrower requesting an
advance under the FHA Insured Mortgage Loan for payments of Project Costs.
(d) The amount of the HUD Funds hereby assigned by the Borrower to the Trustee is
hereby expressly limited to $ and the Borrower shall have no further interest therein.
(e) The Borrower agrees to pay to the FHA Lender all amounts when due under the
FHA Insured Mortgage Note and the FHA Insured Mortgage Note and to abide by the provisions
of the FHA Loan Documents and the GNMA Documents.
(f) The Trustee agrees upon receipt from the FHA Lender of (i) the HUD Funds, and
(ii) an approved requisition, from time to time, to disburse amounts from the Project Fund, in the
exact same amount of the HUD Funds received by the Trustee from the FHA Lender, to the
Borrower for application to the payment of the Project Costs set forth in the approved
requisition.
(g) The Borrower acknowledges that all HUD Funds requested by the Borrower shall
be wired from the FHA Lender directly to the Trustee and disbursed and invested and applied by
the Trustee in accordance with the provisions of Section 5.03 of the Indenture.]
Section 3.6 Borrower Required to Pay Costs in Event Project Fund Insufficient
If moneys in the Project Fund are not sufficient to pay all Project Costs, the Borrower,
nonetheless, will complete the Project in substantial accordance with the Plans and
Specifications and shall pay all such additional Project Costs from its own funds (or from other
public or private financing sources available to the Borrower). The Borrower shall pay all costs
of issuing the Bonds. The Borrower shall not be entitled to any reimbursement for any such
additional Project Costs or payment of issuance costs from the Issuer, the Trustee or any Holder;
nor shall it be entitled to any abatement, diminution or postponement of the Loan Payments.
Section 3.7 Completion Date
The Borrower shall notify the Issuer and the Trustee of the Completion Date by the
delivery of a Completion Certificate signed by the Authorized Borrower Representative
substantially in the form of Exhibit C attached hereto. The Completion Certificate shall be
delivered as promptly as practicable after the occurrence of the events and conditions referred to
in paragraphs (a) through (d) of the Completion Certificate.
Section 3.8 Investment of Fund Moneys
At the written request of the Borrower, any moneys held as part of the Bond Fund, the
Project Fund, the Collateral Fund and the Rebate Fund shall be invested or reinvested by the
Trustee in Eligible Investments as provided in Section 5.05 of the Indenture. The Borrower
covenants that it will restrict that investment and reinvestment and the use of the proceeds of the
Bonds in such manner and to such extent, if any, as may be necessary, after taking into account
reasonable expectations at the time of delivery of and payment for the Bonds or subsequent
intentional acts, so that the Bonds will not constitute arbitrage bonds under Section 148 of the
Code. No provision of this Agreement shall be construed to impose upon the Trustee any
obligation or responsibility for compliance with arbitrage regulations.
Section 3.9 Rebate Fund
The Borrower agrees to make such payments to the Trustee as are required of it under
Section 5.09 of the Indenture as well as the expenses of any Independent certified public
10
accounting firm or qualified rebate analyst engaged in accordance with that Section. The
obligation of the Borrower to make such payments shall remain in effect and be binding upon the
Borrower notwithstanding the release and discharge of the Indenture.
END OF ARTICLE III
11
ARTICLE IV
LOAN BY ISSUER; REPAYMENT OF THE LOAN;
LOAN PAYMENTS AND ADDITIONAL PAYMENTS
Section 4.1 Loan Repayment; Delivery of Note
Upon the terms and conditions of this Agreement and the Note, the Issuer will make the
Loan to the Borrower. In consideration of and in repayment of the Loan, the Borrower shall
deliver or cause to be delivered to the Trustee on or before each Loan Payment Date, Loan
Payments, equal to the amount necessary to pay Bond Debt Service Charges due on the next
Bond Payment Date for each of the Series 2014A Bonds and the Series 2014B Bonds. All such
Loan Payments shall be paid to the Trustee in accordance with the terms of the Note for the
account of the Issuer and shall be held and disbursed in accordance with the provisions of the
Indenture and this Agreement.
The Borrower shall be entitled to a credit against the Loan Payments required to be made
hereunder, on any date, equal to the amounts, if any, transferred by the Trustee from the Initial
Deposit Account, the Project Fund or the Collateral Fund on such date for the payment of Bond
Debt Service Charges.
To secure the Borrower's performance of its obligations under this Agreement, the
Borrower shall execute and deliver, concurrently with the issuance and delivery of the Bonds, the
Note and the Regulatory Agreement.
Upon payment in full of the Bond Debt Service Charges on any or all of the Bonds, in
accordance with the Indenture, whether at maturity, upon acceleration or otherwise, or upon
provision for the payment of all other obligations herein and therein having been made in
accordance with the provisions of the Indenture, (i) if with respect to less than all of the Bonds
then outstanding, an appropriate notation shall be endorsed on the Note evidencing the date and
amount of the principal payment (or prepayment) equal to the Bonds so paid, or with respect to
which provision for payment has been made, and (ii) with respect to all of the Bonds then
outstanding, the Note shall be deemed fully paid, the obligations of the Borrower shall be
terminated, and the Note shall be surrendered by the Trustee to the Borrower for cancellation.
Unless the Borrower is entitled to a credit under express terms of this Agreement or the Note, all
payments on the Note shall be in the full amount required thereunder.
The Borrower and the Issuer each acknowledge that neither the Borrower nor the Issuer
has any interest in the Bond Fund or the Collateral Fund and any moneys deposited therein shall
be in the custody of and held by the Trustee in trust for the benefit of the Holders.
Section 4.2 Additional Payments
The Borrower shall pay to the Issuer or the Trustee, as the case may be, as Additional
Payments hereunder the following:
(a) To the Issuer, on the Closing Date, an administrative fee equal to
of one percent (_%) of the principal amount of the Bonds.
12
(b) To the Issuer or the Trustee, as the case may be, whether or not an Event
of Default has occurred hereunder, as payment for or reimbursement or prepayment of
any and all costs, expenses, and liabilities (i) incurred or paid by the Issuer or the Trustee,
as the case may be, in satisfaction of any obligations of the Borrower hereunder not
performed by the Borrower in accordance with the provisions hereof, or (ii) incurred as a
result of a request by the Borrower or of a requirement of any Borrower Document or the
Indenture and not otherwise required to be paid by the Borrower under this Agreement,
or (iii) incurred in the defense of any action or proceeding with respect to the Project or
any Borrower Document, or in enforcing any Borrower Document, or arising out of or
based upon any other document related to the issuance of the Bonds; and
(c) To the applicable party, as payment for or reimbursement or prepayment
of any Ordinary Services and Ordinary Expenses and Extraordinary Services and
Extraordinary Expenses of the Trustee as trustee, registrar, authenticating agent and
paying agent, and of any other paying agent, authenticating agent, and registrar on the
Bonds under the Indenture, all as provided in the Indenture, as and when the same
become due, provided that the Borrower may, without creating an Event of Default
hereunder, contest in good faith the necessity for any Extraordinary Services and
Extraordinary Expenses and the amount of any such Ordinary Services, Ordinary
Expenses, Extraordinary Services or Extraordinary Expenses, provided that fees for
Ordinary Services provided for by the respective letter agreements agreed to by the
Borrower and the Trustee, the Registrar, and any Paying Agents and Authenticating
Agents, respectively, shall be considered to be customary.
Upon the payment, prepayment, or incurrence of any such cost, expense, or liability
described in this Section by any such party, the Additional Payments in respect thereof shall be
payable upon written demand to the Borrower, which demand shall be accompanied by invoices
or other appropriate documentation concerning the nature, amount and incurrence of such cost,
expense or liability. If the Additional Payments payable under this Section are not paid by the
Borrower within ten (10) days of the Borrower's receipt of such demand, such Additional
Payments shall bear interest from such tenth (10th) date at the Interest Rate for Advances until
the amount due shall have been fully paid.
Section 4.3 Place of Pavments
The Borrower shall make all Loan Payments directly to the Trustee at its designated
corporate trust office. Additional Payments shall be made directly to the person or entity to
whom or to which they are due.
Section 4.4 Obligations Unconditional
The obligations of the Borrower to make Loan Payments, Additional Payments and any
payments required of the Borrower under Sections 5.09 and 6.03 of the Indenture shall be
absolute and unconditional, and the Borrower shall make such payments without abatement,
diminution or deduction regardless of any cause or circumstances whatsoever including, without
limitation, any defense, set -off, recoupment or counterclaim which the Borrower may have or
assert against the Issuer, the Trustee or any other Person, provided that the Borrower may contest
13
in good faith the necessity for any Extraordinary Services and Extraordinary Expenses and the
amount of any Ordinary Services, Ordinary Expenses, Extraordinary Services or Extraordinary
Expenses.
Section 4.5 Assignment of Agreement and Issuer Revenues
To secure the payment of Bond Debt Service Charges, the Issuer shall assign to the
Trustee, by the Indenture, its rights under and interest in this Agreement (except for the
Unassigned Issuer's Rights) and the Note. The Borrower hereby agrees and consents to those
assignments. The Issuer shall not attempt to further assign, transfer or convey its interest in the
Issuer Revenues or this Agreement or create any pledge or Lien of any form or nature with
respect to the Issuer Revenues or Loan Payments hereunder.
END OF ARTICLE IV
14
ARTICLE V
ADDITIONAL AGREEMENTS AND COVENANTS
Section 5.1 Right of Inspection
At all reasonable times and upon reasonable notice, the Borrower shall allow any duly
authorized representative of the Issuer or the Trustee to visit and inspect the Project, to examine
and make copies of and from its books of record and account, and to discuss its affairs, finances,
and accounts with its officers, and shall furnish to the Issuer and the Trustee any information
reasonably required regarding its business affairs and financial condition within a reasonable
time after receipt of written request therefor.
Section 5.2 Borrower to Maintain its Existence; Sales of Assets or Mergers
The Borrower shall maintain its existence, not dissolve or sell, transfer or otherwise
dispose of all or substantially all of its assets and not consolidate with or merge into another
entity or permit one or more other entities to consolidate with or merge into it, provided that it
may do so if the surviving, resulting or transferee entity is other than the Borrower, it assumes in
writing all of the obligations of the Borrower under this Agreement and the Regulatory
Agreement and it has a net worth equal to or greater than that of the Borrower immediately prior
to such consolidation, merger, sale or transfer. Nothing herein contained shall limit the rights of
(i) any direct or indirect owners of interests in the Borrower to (a) transfer, convey, sell or
otherwise dispose (a "Transfer ") their ownership interests to any Affiliate, or in connection with
any estate planning, or by operation of law, or (b) make Transfers among and between
themselves, or (ii) Borrower to make Transfers as otherwise permitted by (or subject to the terms
and conditions set forth in) the Regulatory Agreement.
Notwithstanding anything to the contrary contained herein or in any other Subordinate
Bond Document (as defined in Section 13.14 of the Indenture), and subject to the consent of
HUD (as defined in Section 13.14 of the Indenture) prior to each occurrence in accordance with
the FHA Loan Documents (as defined in Section 13.14 of the Indenture), the following shall be
permitted and shall not require the prior written approval of Issuer, FHA Lender or Trustee, (a)
the transfer by the Investor Member of its interest in Borrower in accordance with the terms of
Borrower's [Amended and Restated] Operating Agreement, as it may be amended from time to
time (the "Partnership Agreement "), (b) the removal of the managing member of Borrower in
accordance with the Partnership Agreement and the replacement thereof with the Investor
Member, or any of its affiliates, (c) the transfer of ownership interests in the Investor Member or
the Special Member, (d) the transfer of the interests of the Investor Member in Borrower to
Borrower's managing member or any of its affiliates, and (e) any amendment to the Partnership
Agreement to memorialize the transfers or removal described above. The parties agree that this
section shall control to the extent of any conflict in any [Subordinate Bond Documents].
Section 5.3 Indemnification
15
The Borrower releases the Issuer and the Trustee from, agrees that the Issuer and the
Trustee shall not be liable for, and indemnifies, defends and holds the Issuer and the Trustee
harmless from and against, all liabilities, claims, costs and expenses and attorneys' fees imposed
upon, incurred or asserted against the Issuer or the Trustee on account of (i) any loss or damage
to property or injury to or death of or loss by any person that may be occasioned by any cause
whatsoever pertaining to the acquisition, financing, construction, occupation, possession,
management, equipping, furnishing, maintenance, operation and use of the Project or from any
work or thing done in or about the Project site, or any sidewalks, passageways, driveways, curbs,
vaults and vault space, streets or parking areas on the Project site or adjacent thereto; (ii) any
breach or default on the part of the Borrower in the performance of any covenant or agreement of
the Borrower under this Agreement, the Regulatory Agreement, the Note or any related
document, or arising from any act or failure to act by the Borrower, or any of its agents,
contractors, servants, employees or licensees; (iii) the Borrower's failure to comply with any
requirement of this Agreement including the covenant in Section 5.4 hereof; (iv) any action
taken or omitted to be taken by the Issuer or the Trustee under this Loan Agreement, the
Indenture or the Regulatory Agreement; (v) the issuance of the Bonds; and (vi) any claim, action
or proceeding brought with respect to any matter set forth in clause (i), (ii), (iii), (iv) or (v)
above, provided, however, that the indemnification provided in this Section shall not apply to
any matter arising or resulting from the gross negligence or willful misconduct of the party
proposed to be indemnified hereunder.
The Borrower agrees to indemnify the Trustee for and to hold it harmless against all
liabilities, claims, costs and expenses incurred without negligence or willful misconduct on the
part of the Trustee, on account of any action taken or omitted to be taken by the Trustee in
accordance with the terms of this Agreement, the Bonds, the Regulatory Agreement, the Note or
the Indenture or any action taken at the request of or with the consent of the Borrower, including
the costs and expenses of the Trustee in defending itself against any such claim, action or
proceeding brought in connection with the exercise or performance of any of its powers or duties
under this Agreement, the Bonds, the Indenture, the Regulatory Agreement or the Note.
In case any action or proceeding is brought against the Issuer or the Trustee in respect of
which indemnity may be sought hereunder, the party seeking indemnity promptly shall give
notice of that action or proceeding to the Borrower, and the Borrower upon receipt of that notice
shall have the obligation and the right to assume the defense of the action or proceeding,
provided that failure of a party to give that notice shall not relieve the Borrower from any of its
obligations under this Section unless that failure prejudices the defense of the action or
proceeding by the Borrower. The indemnified party shall have the right to employ separate
counsel in any such action or proceedings and to participate in the defense thereof, but, unless
such separate counsel is employed with the approval and consent of the Borrower, or because the
indemnified party has been advised by counsel that there may be a conflict of interest between
the Borrower and the indemnified party, the Borrower shall not be required to pay the fees and
expenses of such separate counsel. The Borrower shall not be liable for any settlement made
without its consent, which consent shall not be unreasonably withheld, conditioned or delayed.
The indemnification set forth above is intended to and shall include the indemnification
of all affected officials, directors, officers, agents and employees of the Issuer and the Trustee,
16
respectively. That indemnification is intended to and shall be enforceable by the Issuer and the
Trustee, respectively, to the full extent permitted by law.
Section 5.4 Borrower Not to Adversely Affect Exclusion from Gross Income of
Interest on Bonds
The Borrower hereby represents that it has taken and caused to be taken, and covenants
that it will take and cause to be taken, all actions that may be required of it, alone or in
conjunction with the Issuer, for the interest on the Bonds to be and to remain excluded from
gross income for federal income tax purposes, and represents that it has not taken or permitted to
be taken on its behalf, and covenants that it will not take or permit to be taken on its behalf, any
actions that would adversely affect such exclusion under the provisions of the Code.
Section 5.5 Affirmative Covenants
Unless the Issuer or the FHA Lender shall otherwise consent in writing:
(a) Maintenance of Properties. The Borrower shall maintain and preserve in
good working order and condition, ordinary wear and tear and casualty loss excepted, all
of its properties which are necessary or useful in the proper conduct of its business, and
shall from time to time make all necessary repairs, renewals, replacements, additions and
improvements to said properties. All damage to apartment units shall be repaired
promptly and apartment units shall be maintained so as to be available at all times for
habitation.
(b) Keeping of Records and Books of Account. The Borrower shall keep
adequate records and books of account in which complete entries will be made in
accordance with GAAP or indicating deviations therefrom, reflecting all financial
transactions. The Borrower shall deliver to the Trustee annually its year end financial
statements accompanied by a written statement of the Borrower's independent public
accountants that in making the examination necessary for certification of such financial
statements, nothing has come to their attention that would lead them to believe that the
Borrower has violated any of the terms, covenants or provisions of this Agreement
insofar as it relates to accounting matters.
(c) Payment of Taxes. Etc. The Borrower shall promptly pay and discharge:
all taxes, assessments, fees, and other government charges or levies imposed upon it or
upon any of its properties, income or profits, before the same shall become delinquent; all
lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other
similar Persons for labor, materials, supplies and rentals, which if unpaid might by law
become a Lien upon its properties; any Indebtedness heretofore or hereafter incurred by it
when due, and discharge, perform and observe covenants, provisions and conditions to be
discharged, performed and observed by it in connection therewith, or in connection with
any agreement or other instrument relating thereto or in connection with any Lien
existing at any time upon any of its properties, provided, however, that the Borrower
shall not be required to pay any of the foregoing if (a) the amount, applicability or
validity thereof shall currently be contested in good faith by appropriate proceedings, (b)
17
the Borrower shall have set aside on its books adequate reserves with respect thereto and
(c) the title of the Borrower to, and its right to use, its properties is not materially and
adversely affected thereby. The Borrower hereby agrees that, in the event it fails to pay
or cause to be paid taxes, assessments, fees and other government charges or levies or the
premium on any required insurance and such failure constitutes a default under the FHA
Loan Documents, the Trustee may make such payment, but is not obligated to do so, and
the Trustee shall be reimbursed by the Borrower therefor with interest on the amount so
advanced at the Interest Rate for Advances as provided in Section 4.2 hereof.
(d) Insurance. The Borrower shall at all times maintain, or cause to be
maintained, insurance of such types and in such amounts as required by the FHA Loan
Documents.
(e) Notice of Material Litigation. The Borrower shall promptly notify the
Issuer and the Trustee in writing of any litigation, arbitration proceeding or
administrative investigation, inquiry or other proceeding to which it may hereafter
become a parry or be subject to which may result in a change in the business or assets or
in the condition, financial or otherwise, of the Borrower which would materially impair
the ability of the Borrower to perform this Agreement, the Regulatory Agreement, the
Borrower guaranties or the Note, or any other agreement or instrument herein or therein
contemplated.
(f) Notice of Default. In the event that any Event of Default occurs under this
Agreement, the Borrower shall give prompt notice in writing of such happening to the
Trustee.
(g) Performance of Contracts, Etc. Except to the extent contested in good
faith, the Borrower shall perform according to and shall comply with all of its
Contractual Obligations and all Requirements of Law if nonperformance thereof would
result in a change in the business or assets or in the condition, financial or otherwise, of
the Borrower which would materially impair the ability of the Borrower to perform this
Agreement, the Regulatory Agreement or the Note or any other agreement or instrument
herein or therein contemplated.
(h) Notice of Other Matters. The Borrower shall promptly notify the Trustee
in writing of any of the following events:
(i) Any event with respect to the business or assets or in the condition,
financial or otherwise, of the Borrower which would materially impair the ability
of the Borrower to perform its obligations under this Agreement, the Regulatory
Agreement or the Note or any other agreement or instrument herein or therein
contemplated.
(ii) A default by the Borrower in any material respect under any
material agreement to which the Borrower is a party or by which the Borrower or
its properties or assets may be bound, giving in each case the details thereof and
specifying the action proposed to be taken with respect thereto.
18
(i) Cooperation in Perfecting Security Interests, Etc. The Borrower shall
promptly perform such acts as may be necessary or advisable to perfect and
maintain any Lien provided for in this Agreement or in any agreement or
document contemplated herein or therein, or otherwise to carry out the intent of
this Agreement. The Borrower shall, and shall promptly execute, deliver and
perform or cause to be done, executed, delivered and performed all such
documents, instruments, agreements, things and acts, including, without
limitation, financing statements, continuation statements and mortgages as may be
necessary or advisable to perfect or maintain a Lien on any and all assets or rights
owned by the Borrower, or any interest of the Borrower therein.
0) Environmental Matters. The Borrower will take and continue to take
prompt action to remedy all environmental pollution and contamination,
hazardous waste disposal and other environmental cleanup problems, if any,
whether or not such cleanup problems have resulted from the order or request of a
municipal, state, federal, administrative or judicial authority, or otherwise. The
foregoing covenant shall not constitute or create a waiver of any rights the
Borrower may have to pursue any legal rights or remedies against any third party
for any environmental claims.
(k) Non - discrimination. The Borrower will not discriminate, and will require
each contractor, subcontractor and commercial tenant of the Project to covenant
that it will not discriminate by reason of race, creed, color, handicap, national
origin or sex in the employment of any Person employed by it in connection with
the Project or working in or on the Project. The Borrower will require each
manager of the Project to covenant that in the leasing of the Project it will not
discriminate by reason of race, creed, color, handicap, national origin or sex.
(1) Patriot Act. The Borrower covenants and agrees to provide
documentation as reasonably requested or required by the Trustee to enable the
Trustee to comply with the requirements of the USA Patriot Act as described in
Section 13.13 of the Indenture.
Section 5.6 Additional Indebtedness
So long as no Event of Default or default hereunder shall have occurred and be
continuing, the Borrower shall be permitted to incur any Indebtedness for any Project Cost or
other obligation or payment due under this Agreement, the Indenture or the Regulatory
Agreement.
Section 5.7 Nature of Business
The Borrower will not change the general character of its business as conducted at the
date hereof, or engage in any type of business not reasonably related to its business as normally
conducted.
19
Section 5.8 Cooperation in Enforcement of Regulatory Agreement
In order to maintain the exclusion from gross income under federal tax law of interest on
the Bonds and to assure compliance with the laws of the State (including the Act), the Borrower
hereby agrees that it shall, concurrently with or before the execution and delivery of the Bonds,
execute and deliver and cause to be recorded the agreement defined in the Indenture as the
"Regulatory Agreement." The Borrower hereby covenants and agrees as follows:
(a) to comply with all provisions of the Regulatory Agreement;
(b) to advise the Issuer in writing promptly upon learning of any default with respect to
the covenants, obligations and agreements of the Borrower set forth in the Regulatory
Agreement;
(c) upon written direction by the Issuer, to cooperate fully and promptly with the Issuer in
enforcing the terms and provisions of the Regulatory Agreement; and
(d) to file in accordance with the time limits established by the Regulatory Agreement all
reports and certificates required thereunder, and the annual certification to the Secretary of the
Treasury required by the Regulatory Agreement.
The Issuer shall not incur any liability in the event of any breach or violation of a
Regulatory Agreement by the Borrower, and the Borrower agrees to indemnify the Issuer from
any claim or liability for such breach pursuant to Section 5.3 hereof.
Section 5.9 Tax Exempt Status of the Bonds
(a) It is the intention of the Issuer and the Borrower that interest on the Bonds shall be
and remain excludable from gross income for federal income taxation purposes, and to that end
the covenants and agreements of the Borrower in this Section 5.9 are for the benefit of the
owners of the Bonds and the Issuer.
(b) The Borrower covenants and agrees that it will not (i) use or permit the use of any of
the funds provided by the Issuer hereunder or any other funds of the Borrower, directly or
indirectly, in such manner as would, or (ii) enter into, or allow any "related person" (as defined
in Section 147(a)(2) of the Code) to enter into, any arrangement, formal or informal, for the
purchase of the Bonds that would, or (iii) take or omit to take any other action that would, in
each case cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the
Code.
(c) In the event that at any time the Borrower is of the opinion or becomes otherwise
aware that for purposes of this Section 5.9 it is necessary to restrict or to limit the yield on the
investment of any moneys held under the Indenture or otherwise by the Trustee, the Borrower
shall determine the limitations and so instruct the Trustee in writing and cause the Trustee to
comply with those limitations under the Indenture.
(d) The Borrower will take such action or actions as may be necessary to fully comply
with the Tax Agreement and with Section 148 of the Code as applicable to the Bonds.
20
(e) The Borrower further agrees that it shall not discriminate on the basis of race, creed,
color, sex, sexual preference, source of income (e.g. AFDC, SSI), physical disability, national
origin or marital status in the lease, use or occupancy of the Project or in connection with the
employment or application for employment of persons for the operation and management of the
Project, to the extent required by applicable State or federal law.
(f) The Borrower further warrants and covenants that it has not executed and will not
execute any other agreement, or any amendment or supplement to any other agreement, with
provisions contradictory to, or in opposition to, the provisions, of this Loan Agreement and of
the Regulatory Agreement, and that in any event, the requirements of this Loan Agreement and
the Regulatory Agreement are paramount and controlling as to the rights and obligations herein
set forth and supersede any other requirements in conflict herewith and therewith.
(g) The Borrower will use due diligence to complete the acquisition and rehabilitation of
all of the units comprising the Project and reasonably expects to fully expend the entire
$ principal amount of the Loan by the earlier of 1, 20_ or the day before
the Maturity Date.
(h) The Borrower will take such action or actions as necessary to ensure compliance with
Sections 2.2(e), (g), (h), (i), (1), (n), (o) and (p) hereof.
Section 5.10 Useful Life
The Borrower hereby represents and warrants that, within the meaning of Section
147(a)(14) of the Code, the average maturity of the Combined Bonds does not exceed 120
percent of the average reasonably expected economic life of the facilities being financed with the
proceeds of the Bonds.
Section 5.11 Federal Guarantee Prohibition
The Borrower shall take no action, nor permit nor suffer any action to be taken if the
result of the same would be to cause the Bonds to be "federally guaranteed" within the meaning
of Section 149(b) of the Code.
Section 5.12 Prohibited Facilities
The Borrower represents and warrants that no portion of the proceeds of the Loan shall
be used to provide any airplane, skybox or other private luxury box, health club facility, facility
primarily used for gambling, or store the principal business of which is the sale of alcoholic
beverages for consumption off premises, and no portion of the proceeds of the Loan shall be
used for an office unless (a) the office is located on the premises of facilities constituting a
portion of the Project and (b) not more than a de minimis amount of the functions to be
performed at such office is not related to the day -to -day operations of the Project.
END OF ARTICLE V
21
ARTICLE VI
PREPAYMENT
Optional Prepayment
The Note may be prepaid by the Borrower in whole or in part any Business Day
occurring on or after 1, , without penalty at a prepayment price equal to the
outstanding principal amount plus any unpaid accrued interest on the Note. In order to prepay
Note, the Borrower shall give the Trustee written notice at least thirty-five (35) days prior to the
prepayment date to effect an optional redemption of the Bonds pursuant to Section 4.01 of the
Indenture.
END OF ARTICLE VI
22
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1 Events of Default
Each of the following shall be an Event of Default:
(a) The Borrower shall fail to pay any Loan Payment on or prior to the date
on which that Loan Payment is due and payable or within the Loan Payment Cure Period;
(b) The Borrower shall fail to observe and perform any other agreement, term
or condition contained in this Agreement and the continuation of such failure for a period
of thirty (30) days after written notice thereof shall have been given to the Borrower and
the Investor Limited Partner by the Issuer or the Trustee, or for such longer period as the
Issuer and the Trustee may agree to in writing, provided that if the failure is other than
the payment of money and is of such nature that it can be corrected but not within the
applicable period, that failure shall not constitute an Event of Default so long as the
Borrower institutes curative action within the applicable period and diligently pursues
that action to completion, which must be resolved within one hundred eighty (180) days
after the aforementioned notice;
(c) The Borrower shall: (i) admit in writing its inability to pay its debts
generally as they become due; (ii) have an order for relief entered in any case
commenced by or against it under the federal bankruptcy laws, as now or hereafter in
effect, which is not dismissed within ninety (90) days; (iii) voluntarily commence a
proceeding under any other federal or state bankruptcy, insolvency, reorganization or
similar law, or have such a proceeding commenced against it and either have an order of
insolvency or reorganization entered against it or have the proceeding remain
undismissed and unstayed for ninety (90) days; (iv) make an assignment for the benefit of
creditors; or (v) have a receiver or trustee appointed for it or for the whole or any
substantial part of its property which appointment is not vacated within a period of ninety
(90) days;
(d) Any representation or warranty made by the Borrower herein or any
statement in any report, certificate, financial statement or other instrument furnished in
connection with this Agreement or with the purchase of the Bonds shall at any time prove
to have been false or misleading in any adverse material respect when made or given; and
(e) There shall occur an "Event of Default" as defined in the Indenture or the
Regulatory Agreement.
Notwithstanding the foregoing, if, by reason of Force Majeure, the Borrower is unable to
perform or observe any agreement, term or condition hereof which would give rise to an Event
of Default under subsection (b) hereof, the Borrower shall not be deemed in default during the
continuance of such inability. However, the Borrower shall promptly give notice to the Trustee
and the Issuer of the existence of an event of Force Majeure and shall use commercially
23
reasonable efforts to remove the effects thereof, provided that the settlement of strikes or other
industrial disturbances shall be entirely within its discretion.
The term "Force Majeure" shall mean, without limitation, the following:
(i) acts of God; strikes, lockouts or other industrial disturbances; acts
of terrorism or of public enemies; orders or restraints of any kind of the
government of the United States of America or of the State or any of their
departments, agencies, political subdivisions or officials, or any civil or military
authority; insurrections; civil disturbances; riots; epidemics; landslides; lightning;
earthquakes; fires; hurricanes; tornados; storms; droughts; floods; arrests; restraint
of government and people; explosions; breakage, malfunction or accident to
facilities, machinery, transmission pipes or canals; partial or entire failure of
utilities; shortages of labor, materials, supplies or transportation; or
(ii) any cause, circumstance or event not reasonably within the control
of the Borrower.
The declaration of an Event of Default under subsection (c) above, and the exercise of
remedies upon any such declaration, shall be subject to any applicable limitations of federal
bankruptcy law affecting or precluding that declaration or exercise during the pendency of or
immediately following any bankruptcy, liquidation or reorganization proceedings.
Section 7.2 Remedies on Default
Whenever an Event of Default shall have happened and be subsisting, any one or more of
the following remedial steps may be taken:
(a) If acceleration of the principal amount of the Bonds has been declared
pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to
be immediately due and payable together with any other amounts payable by the
Borrower under this Agreement and the Note whereupon the same shall become
immediately due and payable;
(b) The Trustee may exercise any or all or any combination of the remedies
specified in this Agreement;
(c) The Issuer or the Trustee may have access to, inspect, examine and make
copies of the books, records, accounts and financial data of the Borrower pertaining to the
Project; or
(d) The Issuer or the Trustee may pursue all remedies now or hereafter
existing at law or in equity to collect all amounts then due and thereafter to become due
under this Agreement, the Regulatory Agreement and the Note or to enforce the
performance and observance of any other obligation or agreement of the Borrower under
those instruments.
24
Notwithstanding the foregoing, neither the Issuer nor the Trustee, as assignee of the Issuer, shall
be obligated to take any step which in its respective opinion will or might cause it to expend time
or money or otherwise incur liability unless and until a satisfactory indemnity bond has been
furnished to the Issuer or the Trustee, as applicable, at no cost or expense to the Issuer or the
Trustee. Any amounts collected as Loan Payments or applicable to Loan Payments and any
other amounts which would be applicable to payment of Bond Debt Service Charges collected
pursuant to action taken under this Section shall be paid into the Bond Fund and applied in
accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and
discharged in accordance with the provisions of the Indenture, shall be paid as provided in
Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund.
The provisions of this Section are subject to the further limitation that the rescission by
the Trustee of its declaration that all of the Bonds are immediately due and payable also shall
constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this
Section and a waiver and rescission of the consequences of that declaration and of the Event of
Default with respect to which that declaration has been made, provided that no such waiver or
rescission shall extend to or affect any subsequent or other default or impair any right consequent
thereon.
Section 7.3 No Remedy Exclusive
No remedy conferred upon or reserved to the Issuer or the Trustee by this Agreement is
intended to be exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement, the Regulatory Agreement or the Note, or now or hereafter existing at law, in equity
or by statute. No delay or omission to exercise any right or power accruing upon any default
shall impair that right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed expedient. In
order to entitle the Issuer or the Trustee to exercise any remedy reserved to it in this Article, it
shall not be necessary to give any notice, other than any notice required by law or for which
express provision is made herein.
Section 7.4 Agreement to Pay Attorneys' Fees and Expenses
If the Issuer or the Trustee should incur expenses, including attorneys' fees, in connection
with the enforcement of this Agreement, the Regulatory Agreement or the Note or the collection
of sums due thereunder, the Borrower shall reimburse the Issuer and the Trustee, as applicable,
for the expenses so incurred upon demand.
Section 7.5 No Waiver
No failure by the Issuer or the Trustee to insist upon the strict performance by the
Borrower of any provision hereof shall constitute a waiver of their right to strict performance and
no express waiver shall be deemed to apply to any other existing or subsequent right to remedy
the failure by the Borrower to observe or comply with any provision hereof.
25
Section 7.6 Notice of Default
The Borrower shall notify the Trustee immediately if it becomes aware of the occurrence
of any Event of Default hereunder or of any fact, condition or event which, with the giving of
notice or passage of time or both, would become an Event of Default.
Section 7.7 Investor Limited Partner's Cure Rights
The Issuer hereby agrees that any cure of any Event of Default hereunder made or
tendered by the Investor Limited Partner shall be deemed to be cured by the Borrower, and shall
be accepted or rejected by the Issuer on the same basis as if made or tendered by the Borrower.
END OF ARTICLE VII
26
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Term of Agreement
This Agreement shall be and remain in full force and effect from the date of delivery of
the Bonds to the Holder until such time as all of the Bonds shall have been fully paid (or
provision made for such payment) pursuant to the Indenture and all other sums payable by the
Borrower under this Agreement and the Note shall have been paid, except for obligations of the
Borrower under Sections 3.9, 4.2 and 5.3 hereof, which shall survive any termination of this
Agreement.
Section 8.2 Amounts RemaininE in Funds
Any amounts in the Bond Fund remaining unclaimed by the Holders of Bonds for two
years after the due date thereof (whether at stated maturity or otherwise), at the option of the
Borrower, shall be deemed to belong to and shall be paid, at the written request of the Borrower,
to the Borrower by the Trustee as overpayment of Loan Payments. With respect to that principal
of and interest on the Bonds to be paid from moneys paid to the Borrower pursuant to the
preceding sentence, the Holders of the Bonds entitled to those moneys shall look solely to the
Borrower for the payment of those moneys. Further, any amounts remaining in the Bond Fund,
the Project Fund and any other special funds or accounts created under this Agreement, the
Regulatory Agreement or the Indenture after all of the Outstanding Bonds shall be deemed to
have been paid and discharged under the provisions of the Indenture and all other amounts
required to be paid under this Agreement, the Note, Regulatory Agreement and the Indenture
have been paid, shall be paid to the Borrower to the extent that those moneys are in excess of the
amounts necessary to effect the payment and discharge of the outstanding Bonds.
Section 8.3 Notices
All notices, certificates, requests or other communications hereunder shall be given in the
same manner as notices, certificates, requests and other communications are to be given under
Section 13.03 of the Indenture.
Section 8.4 Extent of Covenants of the Issuer; No Personal Liability
All covenants, obligations and agreements of the Issuer contained in this Agreement and
the Indenture shall be effective to the extent authorized and permitted by applicable law. No
such covenant, obligation or agreement shall be deemed to be a covenant, obligation or
agreement of any present or future member, officer, agent or employee of the Issuer or the
Council in other than his official capacity, and neither the members of the Council nor any
official executing the Bonds shall be liable personally on the Bonds or be subject to any personal
liability or accountability by reason of the issuance thereof or by reason of the covenants,
obligations or agreements of the Issuer contained in this Agreement or in the Indenture.
27
Section 8.5 Binding Effect
This Agreement shall inure to the benefit of and shall be binding in accordance with its
terms upon the Issuer, the Borrower and their respective permitted successors and assigns
provided that this Agreement may not be assigned by the Borrower (except in connection with a
sale or transfer of assets pursuant to Section 5.2 hereof) and may not be assigned by the Issuer
except to the Trustee pursuant to the Indenture or as otherwise may be necessary to enforce or
secure payment of Bond Debt Service Charges. This Agreement may be enforced only by the
parties, their assignees and others who may, by law, stand in their respective places.
Section 8.6 Amendments and Supplements
Except as otherwise expressly provided in this Agreement or the Indenture, subsequent to
the issuance of the Bonds and prior to all conditions provided for in the Indenture for release of
the Indenture having been met, this Agreement, the Regulatory Agreement and the Note may not
be effectively amended, changed, modified, altered or terminated except in accordance with the
provisions of Article XI of the Indenture, as applicable.
Section 8.7 Execution Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original and all of which shall constitute but one and the same instrument.
Section 8.8 Severability
If any provision of this Agreement, or any covenant, obligation or agreement contained
herein is determined by a court to be invalid or unenforceable, that determination shall not affect
any other provision, covenant, obligation or agreement, each of which shall be construed and
enforced as if the invalid or unenforceable portion were not contained herein. That invalidity or
unenforceability shall not affect any valid and enforceable application thereof, and each such
provision, covenant, obligation or agreement shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.
Section 8.9 Governing Law
This Agreement shall be deemed to be a contract made under the laws of the State and for
all purposes shall be governed by and construed in accordance with the laws of the State.
Section 8.10 Non - Recourse Obligations
Notwithstanding anything to the contrary set forth herein, in the Note and in any other
document delivered in connection herewith, it is hereby expressly agreed and understood that the
obligations of Borrower hereunder, under the Note and under every document executed and
delivered in connection herewith, are non - recourse. Neither the Borrower nor any member,
partner, officer, director or employee of the Borrower (each, a "Related Party") shall have any
personal liability for the repayment of the Loan. In furtherance thereof, the Issuer and the
Trustee shall be entitled to look solely and exclusively to the Issuer Revenues, the Project and
any income derived therefrom for the payment and other obligations of Borrower hereunder,
28
under the Note and all evidences of indebtedness secured hereby, and shall not seek a personal
judgment against any member, partner, officer, director, member or stockholder of the Borrower,
provided that nothing herein shall relieve any such Related Party from liability for any of the
following:
(a) rent collected for more than one month in advance and received by a
Related Party and not applied to the reasonable operating requirements of the Project;
(b) misappropriation or misapplication by a Related Party of insurance or
eminent domain proceeds;
(c) fraud or material misrepresentation by a Related Party against the Issuer or
the Holder;
(d) conversion by a Related Party of all or a material portion of the Project; or
(e) gross negligence, willful misconduct or intentional torts of a Related Party
relating to the Project or the revenues therefrom.
Section 8.11 HUD - Required Provisions
Borrower and Issuer acknowledge that this Agreement, and all Borrower's obligations
hereunder, are subject and subordinate to the FHA Loan Documents. Notwithstanding any
provisions of this Agreement to the contrary, no obligations of the Borrower hereunder shall be
payable except from (A) Surplus Cash (as defined in the FHA Regulatory Agreement) or (B)
funds that are not derived from revenues of the Project (as defined in the FHA Mortgage), any
proceeds of the FHA Note, any reserve or deposit made with the FHA Lender or any other parry
as required by HUD in connection with the FHA Loan Documents (collectively, "Non- Project
Sources "). No claims or actions shall be made (or payable) under this Agreement against the
Project, the FHA Lender, the proceeds of the FHA Note, or the assets of the Borrower, except for
Surplus Cash of the Borrower. In addition, the rights and obligations of the parties under this
Agreement and all other documents evidencing, implementing, or securing this Agreement
(collectively, the "Subordinate Bond Documents ") are and shall be subordinated in all respects
rights and obligations of the parties to and under the FHA Loan Documents. In the event of any
conflict between the provisions of (i) this Agreement or the Subordinate Bond Documents and
(ii) the provisions of the FHA Loan Documents or the Program Obligations (as defined in the
FHA Mortgage), the provisions of the FHA Loan Documents or the Program Obligations shall
control. The provisions of this Section 8.11 shall control over any inconsistent provisions in this
Agreement or the Subordinate Bond Documents. This Agreement shall not be amended or
modified without the prior written consent of HUD.
Section 8.12 Limitation on Liability of the Issuer
The Issuer shall not be obligated to pay the principal of or interest on the Bonds, except
from moneys and assets received by the Trustee on behalf of the Issuer pursuant to this Loan
Agreement, or from amounts held by the Trustee under the Indenture. Neither the faith and
credit nor the taxing power of the State, or any political subdivision thereof, nor the faith and
credit of the Issuer is pledged to the payment of the principal of or interest on the Bonds. The
29
Issuer shall not be liable for any costs, expenses, losses, damages, claims or actions, of any
conceivable kind on any conceivable theory, under or by reason of or in connection with this
Loan Agreement, the Note, the Bonds, the Indenture or the Regulatory Agreement except only to
the extent amounts are received for the payment thereof from the Borrower under this Loan
Agreement, or from amounts held by the Trustee under the Indenture.
The Borrower hereby acknowledges that the Issuer's sole source of moneys to repay the
Bonds will be provided by the payments made by the Borrower pursuant to this Loan
Agreement, and amounts in certain funds and accounts held by the Trustee under the Indenture,
and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay
all principal of and interest on the Bonds as the same shall become due (whether by maturity,
redemption, acceleration or otherwise), then upon notice from the Trustee, the Borrower shall
pay such amounts as are required from time to time to prevent any deficiency or default in the
payment of such principal of or interest on the Bonds, including, but not limited to, any
deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Trustee, the
Borrower, the Issuer or any third party, subject to any right of reimbursement from the Trustee,
the Issuer or any such third party, as the case may be, therefor.
Section 8.13 Waiver of Personal Liability
No Commissioner, officer, agent or employee of the Issuer shall be individually or
personally liable for the payment of any principal of or interest on the Bonds or any other sum
hereunder or be subject to any personal liability or accountability by reason of the execution and
delivery of this Loan Agreement; but nothing herein contained shall relieve any such
Commissioner, director, officer, agent or employee from the performance of any official duty
provided by law or by this Loan Agreement.
Section 8.14 Delivery of Reports, Etc.
The delivery of reports, information and documents to the Issuer as provided herein is for
informational purposes only and the Issuer's receipt of such shall not constitute constructive
knowledge of any information contained therein or determinable from information contained
therein. The Issuer shall have no duties or responsibilities except those that are specifically set
forth herein, and no other duties or obligations shall be implied in this Loan Agreement against
the Issuer.
Section 8.15 Audit Expenses. The Borrower agrees to pay any costs incurred by the
Issuer, including fees of Issuer's counsel, as a result of the Issuer's compliance with an audit or
inquiry of any kind, random or otherwise, by the Internal Revenue Service, the Minnesota
Department of Revenue, the Minnesota Office of the State Auditor, or any other governmental
agency with respect to the Combined Bonds or the Project.
END OF ARTICLE VIII
30
YORKTOWN CONTINENTAL, LP
By:
General Partner
By:
[TITLE]
[BORROWER SIGNATURE PAGE TO LOAN AGREEMENT]
S -1
CITY OF EDINA, MINNESOTA
By:
Mayor
By:
City Manager
[ISSUER SIGNATURE PAGE TO LOAN AGREEMENT]
S -2
EXHIBIT A
FORM OF SERIES 2014A NOTE
This Note has not been registered under the Securities Act of 1933. Its transferability is
restricted by the Trust Indenture and the Loan Agreement referred to herein.
$ , 20
Yorktown Continental, LP, a Minnesota limited partnership (the "Borrower "), for value
received, promises to pay in installments to the City of Edina, Minnesota, as Issuer (the "Issuer ")
under the Indenture hereinafter referred to, the principal sum of
MILLION THOUSAND DOLLARS.
and to pay interest on the unpaid balance of such principal sum from and after the date hereof at
the rate of _% per annum, until the payment of such principal sum has been made or provided
for. The principal amount stated above shall be paid on or before the fifth Business Day (as
defined in the Indenture defined herein) immediately preceding the Maturity Date (as defined in
the Indenture defined herein). Interest shall be calculated on the basis of a 360 -day year of 12
equal months. Interest on this Note shall be paid in Federal Reserve funds on the fifth Business
Day next preceding each 1 and 1, commencing 1, 20_ (the
"Interest Payment Dates ").
This Note has been executed and delivered by the Borrower to the Issuer pursuant to a
certain Loan Agreement (the "Agreement ") dated as of July 1, 2014, between the Issuer and the
Borrower. Terms used but not defined herein shall have the meanings ascribed to such terms in
the Agreement and the Indenture, as defined below.
Under the Agreement, the Issuer has loaned the Borrower a portion of the principal
proceeds received from the sale of the Issuer's $ Multifamily Housing Revenue Bonds
(Yorktown Continental, LP), Series 2014A dated, as originally issued, as of July _, 2014 (the
"Bonds ") to assist in the financing of the Project, and the Borrower has agreed to repay such loan
by making payments ( "Loan Payments ") at the times and in the amounts set forth in this Note for
application to the payment of Bond Debt Service Charges on the Bonds as and when due. The
Bonds have been issued, concurrently with the execution and delivery of this Note, pursuant to,
and are secured by, the Trust Indenture (the "Indenture "), dated as of July 1, 2014, between the
Issuer and U.S. Bank National Association, as Trustee (the "Trustee ") and in the Indenture has
been assigned by the Issuer to the Trustee to secure the repayment of principal and interest on the
Bonds and other amounts under the Indenture.
To provide funds to pay the principal of and interest on the Bonds as and when due as
specified herein, the Borrower hereby agrees to and shall make Loan Payments in Federal
Reserve funds on the 5th Business Day immediately preceding each Interest Payment Date in an
amount equal to the Bond Debt Service Charges on the Bonds payable on the next succeeding
Interest Payment Date related thereto. In addition, to provide funds to pay the Bond Debt
Service Charges on the Bonds as and when due at any other time, the Borrower hereby agrees to
and shall make Loan Payments in United States Federal Reserve funds on the fifth Business Day
A -1
immediately preceding any other date on which any Bond Debt Service Charges on the Bonds
shall be due and payable, whether at maturity, upon acceleration or otherwise, in an amount
equal to those Bond Debt Service Charges.
If payment or provision for payment in accordance with the Indenture is made in respect
of the Bond Debt Service Charges on the Bonds from moneys other than Loan Payments, this
Note shall be deemed paid to the extent such payments or provision for payment of Bonds has
been made. Consistent with the provisions of the immediately preceding sentence, the Borrower
shall have credited against its obligation to make Loan Payments any amounts transferred from
the Project Fund or the Collateral Fund to the Bond Fund. Subject to the foregoing, all Loan
Payments shall be in the full amount required hereunder.
All Loan Payments shall be made to the Trustee at its designated corporate trust office for
the account of the Issuer and deposited in the Bond Fund created by the Indenture. Except as
otherwise provided in the Indenture, the Loan Payments shall be used by the Trustee to pay the
Bond Debt Service Charges on the Bonds as and when due.
The obligation of the Borrower to make the payments required hereunder shall be
absolute and unconditional and the Borrower shall make such payments without abatement,
diminution or deduction regardless of any cause or circumstances whatsoever including, without
limitation, any defense, set -off, recoupment or counterclaim which the Borrower may have or
assert against the Issuer, the Trustee or any other person.
This Note is subject to optional prepayment by the Borrower on the terms stated in the
Agreement.
Whenever an Event of Default under Section 7.01 of the Indenture shall have occurred
and, as a result thereof, the principal of and any premium on all Bonds then outstanding, and
interest accrued thereon, shall have been declared to be immediately due and payable pursuant to
Section 7.03 of the Indenture, the unpaid principal amount of and any premium and accrued
interest on this Note shall also be due and payable in Federal Reserve funds on the date on which
the principal of and premium and interest on the Bonds shall have been declared due and
payable, provided that the annulment of a declaration of acceleration with respect to the Bonds
shall also constitute an annulment of any corresponding declaration with respect to this Note.
The payment obligations of this Note are non - recourse to the Borrower to the extent set
forth in Section 8.10 of the Agreement.
Borrower, Trustee and Issuer acknowledge that this Note, and all Borrower's obligations
hereunder, are subject and subordinate to the FHA Loan Documents (i) FHA - Insured Note
(Multistate) dated as of 1, 20_ from Borrower to FHA Lender, initially endorsed for
mortgage insurance by the Secretary of Housing and Urban Development ( "HUD ") pursuant to
Section 221(d)(4) of the National Housing Act, as amended (the "FHA Note "); (ii) Multifamily
Mortgage, Assignment of Leases and Rents, and Security Agreement ([State]) dated as of [Dated
Date] from Borrower for the benefit of FHA Lender to secure the FHA Note (the "FHA
Mortgage "); (iii) Regulatory Agreement dated as of [Dated Date] between Borrower and HUD
(the "HUD Regulatory Agreement "); and (iv) any and all other documents, agreements, or
A -2
instruments which evidence or secure the indebtedness evidenced by the FHA Note.
Notwithstanding any provision in this Note to the contrary, this Note shall not be due and
payable prior to the maturity date of the FHA Note, provided that it may be prepaid at any time
from (A) Surplus Cash (as defined in the HUD Regulatory Agreement) or (B) funds that are not
derived from revenues of the Project (as defined in the FHA Mortgage), any proceeds of the
FHA Note, any reserve or deposit made with the FHA Lender or any other party as required by
HUD in connection with the FHA Loan Documents (collectively, "Non- Project Sources "), but
provided further that no prepayment of this Note is permitted prior to the "final endorsement" of
the FHA Note for mortgage insurance by HUD. Payments due under this Note may only be paid
from Surplus Cash (but in no event greater than 75% of the total amount of Surplus Cash) or
from Non - Project Sources, provided that this restriction on payment shall not excuse any default
caused by the failure of the Borrower to pay the indebtedness evidenced by this Note. In
addition, (1) the indebtedness evidenced by this Note and all other documents evidencing or
securing this Note (collectively, the "Subordinate Loan Documents ") are and shall be
subordinated in right of payment, to the prior payment in full of the indebtedness evidenced by
the FHA Loan Documents, and (2) the Subordinate Loan Documents are and shall be subject and
subordinate in all respects to the liens, terms, covenants and conditions of the FHA Mortgage
and the other FHA Loan Documents and to all advances heretofore made or which may hereafter
be made pursuant to the FHA Mortgage and the other FHA Loan Documents (including but not
limited to, all sums advanced for the purposes of (a) protecting or further securing the lien of the
FHA Mortgage, curing defaults by Borrower under the FHA Loan Documents or for any other
purpose expressly permitted by the FHA Mortgage, or (b) constructing, renovating, repairing,
furnishing, fixturing or equipping the Project).
In the event of any conflict between the provisions of (i) this Note [or the Subordinate
Loan Documents] and (ii) the provisions of the FHA Loan Documents or the Program
Obligations (as defined in the FHA Mortgage), the provisions of the FHA Loan Documents or
the Program Obligations shall control.
A -3
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in its name
as of the date first above written.
YORKTOWN CONTINENTAL, LP
By:
General Partner
By:
[TITLE]
A -4
EXHIBIT B
BORROWER'S CERTIFICATE TO FHA LENDER AND TRUSTEE
STATEMENT NO. REQUESTING DISBURSEMENT OF FUNDS FROM
PROJECT FUND PURSUANT TO SECTION 3.4 OF THE LOAN AGREEMENT
DATED AS OF JULY 1, 2014 BETWEEN THE
CITY OF EDINA, MINNESOTA
AND YORKTOWN CONTINENTAL, LP
Pursuant to Section 3.4 of the Loan Agreement (the "Agreement ") between the City of
Edina, Minnesota (the "Issuer ") and Yorktown Continental, LP, a Minnesota limited partnership
(the "Borrower "), dated as of July 1, 2014, the undersigned Authorized Borrower Representative
hereby requests and authorizes U.S. Bank National Assocation, as trustee (the "Trustee "), as
depository of the Project Fund created by the Indenture, to disburse out of the moneys deposited
in the Project Fund in the amount(s) and to the person(s) set forth in this certificate immediately
upon a corresponding amount of HUD Funds or other Available Moneys being deposited by the
FHA Lender or the Borrower into the Collateral Fund. Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in the Indenture referenced in the
Agreement.
To induce the Trustee to release moneys deposited in the Project Fund pursuant to the
terms of the Indenture and the Agreement in the amounts(s) and to the person(s) set forth herein
and in the Disbursement Schedule attached hereto, the undersigned Borrower represents,
warrants and certifies to the Issuer and the Trustee:
(a) Each item for which disbursement is requested hereunder either (i) are presently
due and payable, constitute Project Costs properly incurred by the Borrower in
connection with the Project being financed with the proceeds of the Loan, or are
reimbursable Project Costs properly chargeable against the Loan; or (ii) are to be
deposited to an escrow fund to be disbursed therefrom solely for Project Costs
properly incurred by the Borrower in connection with the Project; and in each
case none of the items for which disbursement is requested has formed the basis
for any disbursement heretofore made from said Project Fund. The amount or
amounts and the party or parties to whom the disbursements shall be made are
specified in the Disbursement Schedule attached hereto (and may be the
undersigned in the case of reimbursement for advances and payments made or
cost incurred for work done by the undersigned).
(b) Each such item is or was necessary in connection with the acquisition and
rehabilitation of the Units of the Project.
(c) The costs specified in the Disbursement Schedule attached hereto, when added to
all previous disbursements under the Loan, will result in at least 95% of the
aggregate amount of all disbursements having been used to pay or reimburse the
Borrower for amounts which are Qualified Project Costs (as defined in the
Regulatory Agreement referred to in the Agreement).
(d) To the knowledge of the undersigned, there is no current or existing event of
default pursuant to the terms of the Agreement or the Regulatory Agreement and
no event exists which by notice or passage of time or both would constitute an
event of default under any of the foregoing documents.
(e) No representation or warranty of the Borrower contained in the Agreement or the
Regulatory Agreement is materially incorrect or inaccurate, except as the
Borrower has set forth in writing, and there has been no event of default under the
terms of any of those documents and which is continuing and no event shall exist
which by notice, passage of time or both would constitute an event of default
under any of those documents.
(f) This statement and all exhibits hereto, including the Disbursement Schedule
attached hereto, shall be conclusive evidence of the facts and statements set forth
herein and shall constitute full warrant, protection and authority to the Trustee for
its actions taken pursuant hereto.
This statement constitutes the approval of the Borrower of the disbursement hereby
requested and authorized.
This day of , 20_.
By: Authorized Borrower Representative
[Name /Title]
Schedule 1 Approved by Authorized Lender
Representative:
:
[Name /Title]
IM
DISBURSEMENT SCHEDULE 1
TO STATEMENT NO. REQUESTING AND AUTHORIZING
DISBURSEMENT OF FUNDS FROM PROJECT FUND PURSUANT TO SECTION 3.4 OF
THE LOAN AGREEMENT DATED AS OF JULY 1, 2014 BETWEEN THE CITY OF EDINA,
MINNESOTA AND YORKTOWN CONTINENTAL, LP
PAYEE AMOUNT PURPOSE
ME
EXHIBIT C
City of Edina, Minnesota
Multifamily Housing Revenue Bonds
(Yorktown Continental, LP Project), Series 2014A
COMPLETION CERTIFICATE
U.S. Bank National Association
[Trustee Address]
Attention:
Pursuant to Section 3.7 of the Loan Agreement (the "Agreement ") between the City of
Edina, Minnesota (the "Issuer ") and Yorktown Continental, LP, a Minnesota limited parternship
(the "Borrower "), dated as of July 1, 2014, and relating to the captioned Bonds, the undersigned
Authorized Borrower Representative hereby certifies to that (with capitalized words and terms
used and not defined in this Certificate having the meanings assigned in the Agreement):
(a) The Project was substantially completed and available and suitable for use as
multifamily housing on
(b) All other facilities necessary in connection with the Project have been acquired,
constructed, equipped and improved.
(c) The acquisition, rehabilitating, equipping and improvement of the Project and
those other facilities have been accomplished in such a manner as to conform in all material
respects with all applicable zoning, planning, building, environmental and other similar
governmental regulations.
(d) Except as provided in subsection (e) of this Certificate, all costs of that acquisition
and installation due on or after the date of this Certificate and now payable have been paid.
(e) The Trustee shall retain $ in the Project Fund for the
payment of costs of the Project not yet due or for liabilities which the Borrower is contesting or
which otherwise should be retained, for the following reasons:
(f) This Certificate is given without prejudice to any rights against third parties that
now exist or subsequently may come into being.
IN WITNESS WHEREOF, the Authorized Borrower Representative has set his or her
hand as of the day of 20_.
C -1
Authorized Borrower Representative
By:
[Name /Title]
C -2
EXHIBIT D
FHA LENDER'S CERTIFICATE TO TRUSTEE
Pursuant to Section 3.4 of the Loan Agreement (the "Agreement ") between the City of
Edina, Minnesota (the "Issuer ") and Yorktown Continental, LP, a Minnesota limited partnership
(the "Borrower "), dated as of July 1, 2014, the undersigned Authorized Lender Representative
hereby certifies that the deposit of $ into the Collateral Fund on ,
20 was fully derived from HUD Funds or other Available Moneys.
Capitalized terms used herein and not otherwise defined herein shall have the meanings
given them in the Indenture referenced in the Agreement.
This day of , 20_.
By: Authorized Lender Representative
[Name /Title]
E -1
EXHIBIT E
BORROWER'S CERTIFICATE TO TRUSTEE
Pursuant to Section 3.4 of the Loan Agreement (the "Agreement ") between the City of
Edina, Minnesota (the "Issuer ") and Yorktown Continental, LP, a Minnesota limited partnership
(the "Borrower "), dated as of July 1, 2014, the undersigned Authorized Borrower Representative
hereby certifies that the deposit of $ into the Collateral Fund on ,
20 was fully derived from Available Moneys.
Capitalized terms used herein and not otherwise defined herein shall have the meanings
given them in the Indenture referenced in the Agreement.
This day of 320
By: Authorized Borrower Representative
[Name /Title]
E -1
Draft 6/20/14
LOAN AGREEMENT
BY AND BETWEEN
THE CITY OF EDINA, MINNESOTA
as Issuer
F\_ ►117
YORKTOWN CONTINENTAL, LP,
as Borrower
Dated as of July 1, 2014
RELATING TO
CITY OF EDINA, MINNESOTA
MULTIFAMILY HOUSING REVENUE BONDS
(YORKTOWN CONTINENTAL, LP PROJECT)
SERIES 2014B
With the exception of certain reserved rights, the interest of the City of Edina, Minnesota in this Loan
Agreement has been assigned to U.S. Bank National Association, as trustee for the above - referenced
bonds.
This instrument drafted by:
Dorsey & Whitney LLP
50 South Sixth Street
Minneapolis, Minnesota 55402
TABLE OF CONTENTS
PAGE
ARTICLE 1
Definitions, Exhibits and Miscellaneous
Section1.1 Definitions ........................................................................................... ..............................1
Section1.2 Exhibits ................................................................................................ ..............................4
Section1.3 Borrower's Acts ................................................................................... ..............................4
Section 1.4 Rules of Interpretation ......................................................................... ..............................4
ARTICLE 2
Representations of Issuer and Borrower
Section 2.1 Representations of the Issuer ......................................................... ...............................
Section 2.2 Representations of the Borrower ................................................... ...............................
ARTICLE 3
Completion of Project
Section 3.1
Acquisition, Rehabilitation and Equipping of Project by Borrower .... ..............................9
Section 3.2
Payment of Costs by Borrower ............................................................ ..............................9
Basic Payments ................................................................................... .............................14
Section 3.3
Authorization by Issuer ....................................................................... .............................10
Intentionally Omitted .......................................................................... .............................15
Section 3.4
Issuance of Bonds ............................................................................... .............................11
Additional Charges ............................................................................. .............................15
Section 3.5
Disbursements from Project Fund ...................................................... .............................11
Borrower's Obligations unconditional ................................................ .............................16
Section 3.6
Establishment of Completion Date ..................................................... .............................12
Assignment of Issuer's Rights ............................................................ .............................16
Section 3.7
Payment and Performance Bond ......................................................... .............................12
Borrower's Remedies ......................................................................... .............................17
Section 3.8
Enforcement of Contract ..................................................................... .............................12
Section 3.8
Title Insurance .................................................................................... .............................13
ARTICLE 4
The Loan, Basic Payments, Additional Charges and Additional Financings
Section4.1
The Loan ............................................................................................. .............................14
Section4.2
Basic Payments ................................................................................... .............................14
Section 4.3
Intentionally Omitted .......................................................................... .............................15
Section 4.4
Additional Charges ............................................................................. .............................15
Section 4.5
Borrower's Obligations unconditional ................................................ .............................16
Section 4.6
Assignment of Issuer's Rights ............................................................ .............................16
Section 4.7
Borrower's Remedies ......................................................................... .............................17
ARTICLE 5
Project Covenants
Section 5.1 Project Operation and Maintenance .................................................... .............................18
Section 5.2 Sale or Lease of Project ...................................................................... .............................18
Section5.3 Mortgage ............................................................................................. .............................18
Section5.4 Advances ............................................................................................. .............................18
Section 5.5 Alterations to the Project and Removal of Project Equipment ........... .............................18
Section5.6 Insurance ............................................................................................. .............................18
Section 5.7
Damage or Destruction ....................................................................... .............................20
Section 5.8
Condemnation ..................................................................................... .............................21
Remedies ............................................................................................. .............................33
Section 5.9
Intentionally Omitted .......................................................................... .............................22
........................26
Section 5.10
Hazardous Materials ........................................................................... .............................22
Nonexclusive Remedies ...................................................................... .............................34
Section 5.11
Release of Real Property ..................................................................... .............................23
Attorneys' Fees and Expenses ............................................................ .............................34
ARTICLE 6
Damage, Destruction and Condemnation
Section 6.1 Damage and Destruction ..................................................................... .............................25
Section6.2 Condemnation ..................................................................................... .............................25
ARTICLE 7
Borrower's Covenants
Section 7.1
Covenant for the Benefit of the Trustee and Bondholders .................. .............................26
Section 7.2
Inspection and Access ......................................................................... .............................26
Remedies ............................................................................................. .............................33
Section 7.3
Annual Statement, Audit, Certificate of Compliance and Other Reports
........................26
Section 7.4
Indemnity by Borrower ....................................................................... .............................27
Nonexclusive Remedies ...................................................................... .............................34
Section7.5
Status of Borrower .............................................................................. .............................28
Attorneys' Fees and Expenses ............................................................ .............................34
Section 7.6
Filing of Financing Statement ............................................................. .............................28
Effect of Waiver .................................................................................. .............................34
Section 7.7
Assurance of Tax Exemption .............................................................. .............................29
Waiver of Stay or Extension ............................................................... .............................34
Section 7.8
Determination of Taxability ................................................................ .............................31
Issuer May File Proofs of Claim ......................................................... .............................34
Section 7.9
Subordination of Management Fees ................................................... .............................31
Restoration of Positions ...................................................................... .............................35
ARTICLE 8
Borrower's Options
Section 8.1 Assignment and Transfer .................................................................... .............................32
Section8.2 Prepayment ......................................................................................... .............................32
Section 8.3 Direction of Investments ..................................................................... .............................32
ARTICLE 9
Events of Default and Remedies
Section 9.1
Events of Default ................................................................................ .............................33
Section9.2
Remedies ............................................................................................. .............................33
Section 9.3
Disposition of Funds ........................................................................... .............................34
Section 9.4
Nonexclusive Remedies ...................................................................... .............................34
Section 9.5
Attorneys' Fees and Expenses ............................................................ .............................34
Section9.6
Effect of Waiver .................................................................................. .............................34
Section 9.7
Waiver of Stay or Extension ............................................................... .............................34
Section 9.8
Issuer May File Proofs of Claim ......................................................... .............................34
Section 9.9
Restoration of Positions ...................................................................... .............................35
Section 9.10
Suits to Protect the Project .................................................................. .............................35
Section 9.11
Performance by Third Parties ............................................................. .............................35
Section 9.12
Exercise of the Issuer's Remedies by Trustee .................................... .............................35
Section 9.13
Limited Recourse ................................................................................ .............................35
ARTICLE 10
11
General Provisions
Section 10.1
Amounts Remaining in Funds ............................................................ .............................37
Section10.2
Notices ................................................................................................
.............................37
Section10.3
Binding Effect .....................................................................................
.............................38
Section10.4
Severability .........................................................................................
.............................38
Section 10.5
Amendments, Changes, and Modifications ........................................
.............................38
Section 10.6
Execution Counterparts .......................................................................
.............................38
Section 10.7
Required Approvals ............................................................................
.............................38
Section 10.8
Limitation on Issuer's Liability ..........................................................
.............................38
Section 10.9
Representations' of Borrower .............................................................
.............................38
Section10.10
Termination .........................................................................................
.............................38
Section 10.11
Administrative Fees, Attorneys' Fees and Costs ................................
.............................38
Section10.12
Release ................................................................................................
.............................39
Section10.13
Audit Expenses ...................................................................................
.............................39
EXHIBITS
Exhibit A: Legal Description of the Project Premises ..................................... ............................... A -1
in
LOAN AGREEMENT
THIS LOAN AGREEMENT is made and entered into as of the 1st day of July, 2014, by and
between the City of Edina, Minnesota, a body corporate and politic and a political subdivision of the State
of Minnesota (the "Issuer "), and Yorktown Continental, LP, a Minnesota limited partnership (the
`Borrower ").
The Issuer and Borrower, each in consideration of the representations, covenants and agreements
of the other as set forth herein, mutually represent, covenant and agree as follows:
ARTICLE 1
DEFINITIONS, EXHIBITS AND MISCELLANEOUS
Section 1.1 Definitions. In this Agreement, the following terms have the following
meanings, unless the context clearly requires otherwise, and any other capitalized terms defined in
Section 1.1 of the Indenture (incorporated herein by reference) shall have the same meanings when used
herein as assigned them in the Indenture unless the context or use thereof indicates another or different
meaning or intent:
Agreement or Loan Agreement: this Loan Agreement by and between the Issuer and Borrower,
as the same may from time to time be amended or supplemented as provided herein and in the Indenture;
Bond Purchase Agreement: the Bond Purchase Agreement dated July _, 2014, by and among
the Issuer, the Borrower and the Underwriter pursuant to which the Underwriter agreed to purchase the
Bonds;
Completion Date: the date the Borrower certifies that the rehabilitation of the Project has been
completed;
Date of this Agreement: July 1, 2014;
[Disbursing Agreement: the Disbursing Agreement, dated as of July 1, 2014, entered into by the
Borrower, the Trustee and Title, specifying the conditions for the disbursement of Bond proceeds to pay
Project Costs;]
Event of Default: any of the events set forth in Section 9.1 hereof;
Issuer: the City of Edina, Minnesota, or any successor thereto;
Indenture: the Indenture of Trust, dated as of July 1, 2014, by and between the Issuer and
Trustee, as the same may from time to time be amended or supplemented as therein provided;
Independent: when used with reference to an attorney, engineer, architect, certified public
accountant, consultant or other professional person, means a person who (a) is in fact independent, (b)
does not have any material financial interest in the Borrower or the transaction to which his certificate or
opinion relates (other than payment to be received for professional services rendered), and (c) is not
connected with the Issuer or the Borrower as an officer, director or employee;
Independent Counsel: means an Independent attorney duly admitted to practice law before the
highest court of any state;
Independent Engineer: means an Independent engineer or engineering firm or an Independent
architect or architectural firm qualified to practice the profession of engineering or architecture under the
laws of Minnesota;
Issuance Expenses: any and all costs and expenses relating to the issuance, sale and delivery of
the Bonds incurred or payable by the Borrower, including, but not limited to, Underwriter's discount, all
fees and expenses of legal counsel, the Trustee, financial consultants, feasibility consultants and
accountants, any fee to be paid to the Issuer, the preparation and printing of this Loan Agreement, the
Indenture, the Disbursing Agreement, the Regulatory Agreement, the Mortgage, the Security Documents,
any preliminary and final official statement or offering memorandum, the Bonds and all other related
closing documents, the costs of rating the Bonds, and all other expenses relating to the issuance, sale and
delivery of the Bonds and any other costs which are treated as "issuance costs" within the meaning of
Section 147(g) of the Code;
Loan: the loan of Bond proceeds by the Issuer to the Borrower pursuant to Section 4.1 hereof,
Net Bond Proceeds: proceeds of the Bonds, including interest earnings thereon, less such
proceeds of the Bonds, including interest earnings thereon, used to fund any reserve fund;
Net Proceeds: means, when used with respect to proceeds of insurance or a condemnation award,
moneys received or receivable by the Borrower as owner or the Trustee as secured party of the Project,
less the cost of recovery (including attorneys' fees) of such moneys from the insuring company or the
condemning authority;
Net Revenues: the excess of revenues over expenses of the Borrower before depreciation, interest
and amortization of financing expenses, as determined in accordance with generally accepted accounting
principles; for purposes of this Agreement, Net Revenues shall exclude (i) any items properly classified as
extraordinary in accordance with generally accepted accounting principles, and (ii) any gain arising from
the sale or other disposition of any assets of the Borrower other than current assets;
Permitted Encumbrances: shall have the meaning specified in [Section 5] of the Mortgage;
Project Costs: the cost items enumerated in Section 3.2 hereof;
Series A Bonds: the Issuer's Multifamily Housing Revenue Bonds (Yorktown Continental, LP
Project), Series 2014A, in the original aggregate principal amount of $ ;
Single Purpose Entity: a Person, other than an individual, which is formed or organized solely for
the purpose of directly holding an ownership interest in the Project, does not engage in any business
unrelated to the Project, does not have any assets other than those related to its interest in such Project,
has its own separate books and records and has its own accounts, in each case which are separate and
apart from the books and records and accounts of any other Person, and holds itself out as being a Person,
separate and apart from any other Person. In addition to the foregoing, with respect to the Borrower, a
Single - Purpose Entity shall also be as follows:
(i) a Person which is and at all times since its formation has been (a) a duly formed
and existing Person which is either not treated as a taxpayer under the tax laws of any
governmental authority or (I) treated as a taxpayer under any tax law of any governmental
2
authority and (I1) has tax liability which is adequately provided for, and, (b) duly qualified as a
foreign Person in each jurisdiction in which such qualification was or may be necessary for the
conduct of its business;
(ii) a Person which is in compliance with, and at all times since its formation has
complied with, the provisions of its organizational documents and the laws of its jurisdiction of
formation;
(iii) a Person which has at all times since its formation observed all customary
formalities regarding its existence;
(iv) a Person which (a) has at all times since its formation accurately maintained its
financial statements, accounting records and other books and records separate from those of any
Person, (b) has not at any time since its formation commingled its assets with those of any Person
and (c) has at all times since its formation accurately maintained its own bank accounts, payroll
and separate books of account;
(v) a Person which has at all times since its formation paid its own liabilities from its
own separate assets;
(vi) a Person which (a) has at all times since its formation identified itself in all
dealings with the public, under its own name or under any "doing business as" name (provided
such "doing business as" name is used exclusively by such Person) and as a separate and distinct
entity and (b) has not at any time since its formation identified itself as being a division or a part
of any other entity and (c) has not at any time since its formation identified any other Person as
being a division or part of such Person;
(vii) a Person which has been at all times since its formation adequately capitalized in
light of the nature of its business;
(viii) a Person which, except with respect to obligations and liabilities set forth in this
Agreement and in the Collateral Documents, and except with respect to the Series A Bonds, has
not at any time since its formation incurred, assumed or guaranteed any indebtedness (contingent
or otherwise) or the liabilities of any Person or has not at any time since its formation acquired
obligations or securities of any Person or has not at any time since its formation made loans or
advances to any Person; and
(ix) a Person which has not at any time since its formation entered into and was not a
party to any transaction with any affiliate, except in the ordinary course of business of such
Person on terms which are no less favorable to such Person than would be obtained in a
comparable arm's - length transaction with an unrelated third party.
Term of this Agreement: the period of time commencing on the Date of this Agreement and
terminating on the date set forth in Section 10.10 or such earlier date as provided by Sections 7.8 or 8.2,
whichever date occurs sooner;
Title: [Commercial Partners Title, LLCJ
Working Capital Expense: any cost that is not properly chargeable to the Project's capital
account within the meaning of the Code.
Section 1.2 Exhibits. The following Exhibits are attached to and by reference made a part of
this Agreement:
(1) Exhibit A: legal description of the Project Premises
Section 1.3 Borrower's Acts.
Where the Borrower is permitted or required to do or accomplish any act or thing hereunder, the
Borrower may cause the same to be done or accomplished by a third party selected by the Borrower with
the same force and effect as if done or accomplished by the Borrower.
Section 1.4 Rules of Interpretation.
(1) This Agreement shall be interpreted in accordance with and governed by the laws of the
State.
(2) The words "herein ", "hereof' and "hereunder" and words of similar import, without
reference to any particular section or subdivision, refer to this Agreement as a whole rather than to any
particular section or subdivision of this Agreement.
(3) References in this instrument to any particular article, section or subdivision hereof are to
the designated article, section or subdivision of this instrument as originally executed.
(4) All accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles; and all computations provided for herein shall
be made in accordance with generally accepted accounting principles consistently applied and applied on
the same basis as in prior years.
(5) The Table of Contents and titles of articles and sections herein are for convenience of
reference only and are not a part of this Agreement, and shall not define or limit the provisions hereof.
(6) Unless the context hereof clearly requires otherwise, the singular shall include the plural
and vice versa and the masculine shall include the feminine and vice versa.
(7) Articles, sections, subsections and clauses mentioned by number only are those so
numbered which are contained in this Agreement.
(8) For purposes of this Agreement and the Indenture, an Act of Bankruptcy shall be deemed
no longer in effect if either (a) the petition initiating the Act of Bankruptcy is dismissed by order of a
court of competent jurisdiction and no further appeal rights exist from such order or (b) the Borrower
notifies the Trustee that such a dismissal has occurred.
(9) Any opinion of counsel required hereunder shall be a written opinion of such counsel.
(10) References to the Bonds as "tax exempt" or to the "tax exempt status of the Bonds" are to
the exclusion of interest on the Bonds from gross income pursuant to Section 103(a) of the Code,
irrespective of such forms of taxation as the alternative minimum tax or branch profits tax on foreign
corporations, as is consistent with the approach taken in Section 59(i) of the Code.
ARTICLE 2
REPRESENTATIONS OF ISSUER AND BORROWER
Section 2.1 Representations of the Issuer. The Issuer makes the following representations
and warranties as the basis for its covenants herein:
(1) The Issuer is a body corporate and politic organized and existing under the laws of the
State of Minnesota and is authorized to issue the Bonds to finance the Project pursuant to the Act;
(2) In authorizing the Project, the Issuer's purpose is, and in its judgment the effect thereof
will be, to promote the public welfare by continuing to provide a multifamily rental housing development
within the meaning of the Act and assisting persons within the Issuer to obtain decent, safe and sanitary
housing at rentals they can afford; and facilitating the development of rental housing opportunities for
residents of the Issuer;
(3) A public hearing on the proposal to finance the Project was called and held on June 17,
2014, at which time all persons who appeared were given an opportunity to express their views with
respect to the proposal to undertake and finance the Project;
(4) The issuance and sale of the Bonds, the execution and delivery of this Agreement, the
Indenture, the Regulatory Agreement, the Bond Purchase Agreement and the Assignment of Mortgage,
and the performance of all covenants and agreements of the Issuer contained in this Agreement, the
Regulatory Agreement, the Bond Purchase Agreement, the Assignment of Mortgage and the Indenture
and of all other acts and things required under the Constitution and laws of the State to make this
Agreement, the Indenture and the Bonds valid and binding obligations of the Issuer in accordance with
their terms, are authorized by the Act and have been duly authorized by resolutions of the governing body
of the Issuer adopted at a meeting thereof duly called and held on July _, 2014, by the affirmative vote of
not less than a majority of the governing body's members;
(5) Under the provisions of the Indenture, the Issuer's interest in this Agreement (except for
certain reserved or unassigned rights) and certain payments due hereunder are pledged and assigned to the
Trustee as security for the payment of the principal and purchase price of, interest, and premium, if any,
on the Bonds; and
Section 2.2 Representations of the Borrower. The Borrower makes the following
representations and warranties as the basis for its covenants herein:
(1) The Borrower is a limited partnership duly organized under the laws of the State of
Minnesota, is duly authorized to conduct its business in the State of Minnesota, has power to enter into
this Agreement, the Bond Purchase Agreement, the Mortgage, the Disbursing Agreement, the Security
Documents and the Regulatory Agreement, and to use the Project for the purpose set forth in this
Agreement and by proper action has authorized the execution and delivery of this Agreement, the
Regulatory Agreement, the Mortgage, the Disbursing Agreement, the Security Documents and the Bond
Purchase Agreement, and has approved the Indenture;
(2) The execution and delivery of this Agreement, the Regulatory Agreement, the Mortgage,
the Disbursing Agreement, the Security Documents and the Bond Purchase Agreement, and the
consummation of the transactions contemplated thereby, and the fulfillment of the terms and conditions
thereof do not and will not conflict with or result in a breach of any of the terms or conditions of the
Partnership Agreement of the Borrower, any restriction or any agreement or instrument to which the
Borrower is now a party or by which it is bound or to which any property of the Borrower is subject, and
do not and will not constitute a default under any of the foregoing, or cause the Borrower to be in
violation of any order, decree, statute, rule or regulation of any court or any state or federal regulatory
body having jurisdiction over the Borrower or its properties, including the Project, and do not and will not
result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the
property or assets of the Borrower contrary to the terms of any instrument or agreement to which the
Borrower is a party or by which it is bound;
(3) The design and plan of the Project comprise a multifamily rental housing development as
contemplated by the Act; and subject to the other provisions of this Agreement, it is presently intended
and reasonably expected that the equipment purchased from the proceeds of the Bonds will be
permanently located and exclusively used on the Project Premises and that the Borrower will own and
operate the Project on the Project Premises throughout the Term of this Agreement in the normal conduct
of the Borrower's business;
(4) There is public access to the Project Premises; and, as of the date hereof, the use of the
Project complies, in all material respects, with all presently applicable development, pollution control,
water conservation and other laws, regulations, rules and ordinances of the federal government and the
State of Minnesota and the respective agencies thereof and the political subdivisions in which the Project
is located; the Borrower has obtained or will obtain all necessary and material approvals of and licenses,
permits, consents and franchises from federal, state, county, municipal or other governmental authorities
having jurisdiction over the Project to acquire, rehabilitate, install, and operate the Project and to enter
into, execute and perform its obligations under this Agreement, the Bond Purchase Agreement, and the
Regulatory Agreement;
(5) The proceeds of the Bonds, together with any other funds to be contributed to the Project
by the Borrower or otherwise in accordance with this Agreement, will be sufficient to pay the cost of
acquiring and renovating the Project in a manner suitable for operation as a multifamily housing
development as required in Article 3;
(6) The Bonds are issued within the exemption provided under Section 142(d) of the Code
with respect to residential rental property; and "substantially all" of the proceeds of the Bonds will be
used for expenditures chargeable to the capital account of the Project;
(7) A major inducement to the Borrower to acquire, rehabilitate and equip the Project was
the source of financing provided under the Act and the assurance the Borrower received from the Issuer
that such financing would be made available to the Borrower; all Project Costs heretofore incurred by the
Borrower for which the Borrower will seek reimbursement from the proceeds of the Bonds were incurred
in anticipation of reimbursement from the proceeds of the Bonds of the Issuer if such proceeds should
become available on terms acceptable to the Borrower; and the Borrower investigated the possibility of
such financing prior to incurring such Project Costs; and the Borrower did not commence acquisition or
renovation of the Project prior to March 21, 2014, which is 60 days prior to the date on which the Issuer
gave preliminary approval of the Project and the financing thereof in whole or part through the Bonds;
(8) The Borrower is not in the trade or business of selling properties such as the Project and
the Borrower is acquiring the Project for investment purposes only or otherwise for use by the Borrower
in its trade or business, and therefore the Borrower has no intention, now or in the foreseeable future to
voluntarily sell, surrender or otherwise transfer, in whole or part, its interest in the Project;
(9) There are no actions, suits, or proceedings pending or, to the knowledge of the Borrower,
threatened against the Borrower or any property of the Borrower in any court or before any federal, state,
el
municipal or other governmental agency, which, if decided adversely to the Borrower, would have a
material adverse effect upon the Borrower or upon the business or properties of the Borrower or upon the
validity or enforceability of the instruments referred to in clause (1), or the ability of the Borrower to
perform its obligations thereunder; and the Borrower is not in default with respect to any order of any
court or governmental agency;
(10) The Borrower is not in default in the payment of the principal of or interest on any
indebtedness for borrowed money nor in default under any instrument or agreement under and subject to
which any indebtedness for borrowed money has been issued;
(11) The Borrower has filed all federal and state income tax returns which, to the knowledge
of the Borrower, are required to be filed and has paid all taxes shown on said returns and all assessments
and governmental charges received by it to the extent that they have become due;
(12) To the best of the Borrower's knowledge, no public official of the Issuer has either a
direct or indirect financial interest in this Agreement nor will any public official either directly or
indirectly benefit financially from this Agreement within the meaning of Minnesota Statutes, Sections
412.311 and 471.87, as amended;
(13) Except for the Series A Bonds, no other obligations have been or will be issued under
Section 103 of the Code which are sold at substantially the same time as the Bonds, pursuant to the same
plan of financing, which are reasonably expected to be paid out of substantially the same source of funds
as the Bonds.
(14) The Project is and will continue to be eligible for low income housing tax credits under
Section 42 of the Code.
(The remainder of this page is intentionally left blank.)
ARTICLE 3
COMPLETION OF PROJECT
Section 3.1 Acquisition, Rehabilitation and Equipping of Project by Borrower. In connection
with the acquisition, rehabilitation, equipping and completion of the Project, the Borrower represents and
covenants as follows:
(1) Installation and Construction. The Borrower will acquire the Project and construct any
improvements to the Project within the boundary lines of the Project Premises and will provide all other
improvements, access roads, utilities, parking facilities, and other items required for a facility fully
operable for use as a multifamily residential rental property.
(2) Completion. The Borrower will acquire and rehabilitate the Project as promptly as
practicable with all reasonable dispatch and in any event no later than , 20_, except only as
completion may be delayed by strikes, riots or acts of God or the public enemy, shortages of materials or
supplies or any other reason beyond the reasonable control of the Borrower for which a reasonable
extension of the time of completion shall be granted as determined by the Trustee, provided that if the
Project is not completed by that date there shall be no resulting liability on the part of the Issuer and no
abatement or diminution in the payments required to be made by the Borrower under Article 4.
Section 3.2 Payment of Costs by Borrower. The Borrower agrees that it will provide any and
all money required for the prompt and full payment of all sums required to complete the Project,
including all of the following items which the Issuer agrees will be reimbursable from Bond proceeds
from and to the extent and in the manner provided in Sections 3.5 and 3.6 and subject to the provisions of
the Act and the Code:
(1) all expenses incurred and to be incurred in connection with the acquisition, renovation
and installation of the Project, including but not limited to the cost of acquiring the Project, the contract
price of all labor, services, materials, supplies and equipment furnished under any contract for renovation
and installation of the Project, any developer fee or construction management fee or other amounts
incurred in connection therewith, provided that such fee is not paid to the Borrower or an affiliate thereof,
including the cost of all Project Equipment and all appurtenances thereto, and of all rights -of -way for
access and utility connections to and from the Project, and all fees required for recording all financing
statements and any real estate documents;
(2) the expense of preparation of the plans and specifications for the Project, including
utilities, and all other facilities necessary or desirable in connection therewith, and all other architectural,
engineering and supervisory services incurred and to be incurred in the planning, rehabilitation and
completion of the Facility;
(3) all legal (including Bond Counsel and counsel to the Issuer, Borrower, Original
Purchaser, and Trustee), abstractors', financial and accounting fees and expenses, administrative and
rating agency fees (if any), printing and engraving costs and other expenses incurred and to be incurred on
or before or in connection with the Completion Date with respect to (i) the establishment of title to the
Project Premises, (ii) the authorization, sale and issuance of the Bonds, (iii) the preparation of this
Agreement, the Indenture, the Regulatory Agreement, and all other documents necessary to the Bond
Closing or required by this Agreement or the Indenture, (iv) the establishment of the Completion Date,
including compliance with any governmental or administrative rules or regulations on or before such date,
or (v) the administrative charges imposed by the Issuer pursuant to Section 4.4(2) in connection with the
issuance of the Bonds;
(4) premiums on all insurance (including any title insurance) required to be taken out and
maintained during the period before the Completion Date;
(5) all expenses incurred in seeking to enforce any remedy against any contractor, or any
subcontractor or any supplier in respect of any default under any contract with such Person;
(6) all deed taxes, mortgage registry taxes, recording fees and other taxes, charges and
assessments and license and registration fees of every nature whatsoever incurred and to be incurred in
connection with acquisition or completion of the Project including the financing thereof;
(7) the cost of all other labor, services, materials, supplies and equipment necessary to
complete the rehabilitation, acquisition and installation of the Project, including but not limited to the
Project Equipment;
(8) all fees and expenses of the Trustee and Paying Agent under the Indenture that become
due on or before the Completion Date or in connection with the establishment of the Completion Date;
and
(9) without limitation by the foregoing, all other expenses which under accepted accounting
practice constitute necessary capital expenditures for the completion of the Project or issuance of the
Bonds, not including Working Capital Expenses (all of which, in excess of 3% of the Net Bond Proceeds,
are nevertheless to be supplied by the Borrower from its own funds without reimbursement).
All Project Costs may be paid or reimbursed from available moneys in the Project Fund to the
extent and in the manner permitted in Sections 3.5 and 3.6. If, however, such moneys are insufficient to
pay in full Project Costs payable therefrom or are otherwise unavailable to pay any Project Costs, the
Borrower shall nevertheless promptly pay so much of such Project Costs as may be in excess of such
available moneys in the Project Fund or shall, at the request of the Trustee, forthwith pay over to the
Trustee such moneys as are necessary to pay such Project Costs. The Borrower shall not by reason of the
payment of such excess Project Costs be entitled to any reimbursement from the Issuer in excess of any
moneys available therefor in the Project Fund or for any abatement or diminution of the Basic Payments
or Additional Charges.
Section 3.3 Authorization by Issuer. In accordance with the Act, the Borrower is authorized
by the Issuer, and the Borrower, pursuant to such authorization, agrees:
(1) to acquire and renovate the Project and install the Project Equipment as provided in
Section 3.1, upon the Project Premises;
(2) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and
instructions, with any other Persons, and in general to do all things which may be requisite or proper for
acquiring, renovation and installing the Project;
(3) pursuant to the provisions of this Agreement, to pay all fees, costs and expenses incurred
in the acquisition, construction and installation of the Project from funds made available therefor in
accordance with this Agreement or otherwise subject to the right to contest such fees, costs and expenses;
(4) so long as the Borrower is not in default under any of the provisions of this Agreement to
exercise all authority hereby conferred, which is granted and conferred irrevocably to the Completion
Date and thereafter until all activities in connection with the acquisition, renovation and installation of the
Project shall have been completed.
Neither the authorization granted in this Section nor any other provision of this Agreement shall
be construed as making the Borrower an agent or joint venturer with the Issuer.
Section 3.4 Issuance of Bonds. The Issuer and Borrower have contracted for the sale of the
Bonds authorized by the Indenture, and the Borrower has approved and does approve the terms of the
Indenture. Forthwith upon execution of this Agreement, the Bond Purchase Agreement, the Indenture, the
Regulatory Agreement and all other documents required to be executed by the aforementioned
documents, or as soon thereafter as practicable, the Issuer will execute the Bonds and cause them to be
authenticated by the Trustee and delivered to the Original Purchaser upon payment of the purchase price
of the Bonds and filing with the Trustee of the opinion of Bond Counsel as to the legality of the Bonds
and the furnishing of all other documents required by this Agreement, the Mortgage, the Disbursing
Agreement, the Bond Purchase Agreement, the Security Documents and the Indenture to be furnished
before delivery. The Issuer will cause the proceeds of the Bonds to be transmitted to the Trustee, who is
required by the Indenture to deposit the same in the following trust funds in the following amounts:
(1) [in the Capitalized Interest Fund, the sum of $ ; and]
(2) [in the Project Fund, the remainder of the Bond proceeds.]
If for any reason such documents are not furnished and the approving opinion of Bond Counsel in
customary form cannot be obtained, then this Agreement shall be terminated and be void and of no effect
and the Borrower shall be obligated to pay all costs and expenses enumerated in Section 3.2 and incurred
on or before the date of such termination.
Section 3.5 Disbursements from Project Fund.
(1) The Issuer has in the Indenture authorized and directed the Trustee to disburse money
from the Project Fund, subject to the Disbursing Agreement (except the disbursement of Issuance
Expenses of the Bonds shall not be subject to the provisions of the Disbursing Agreement), to or upon the
order of the Borrower, in payment or reimbursement of Project Costs enumerated in Section 3.2 and
certified, in writing by the Borrower Representative, provided that in no event shall:
(a) any Net Bond Proceeds be used to pay or reimburse for the payment of the
acquisition of any property other than land (or an interest therein) unless the first use of such
property is pursuant to such acquisition (except for certain rehabilitations where rehabilitation
expenditures equal at least 15% of the cost of acquiring such property);
(b) 25% or more of Net Bond Proceeds to be used to pay or reimburse for the
payment of the acquisition of land;
(c) any Net Bond Proceeds, including earnings thereon, be used to pay or reimburse
for the payment of any Working Capital Expenses in excess of 3% of the Net Bond Proceeds.
(2) The cost of acquiring the Project Premises and the Project Costs described in Section
3.2(3), (4), (5), (6) and (8) may be paid or reimbursed in full upon receipt by the Trustee of any statement
of the payee covering such expenses endorsed by the payee and approved by the Borrower Representative
10
or, with respect to fees of Bond Counsel, Issuer's Counsel or other fees of the Trustee or Issuer or printing
expenses, of the Issuer. With respect to all other Project Costs, each certificate of the Borrower
Representative shall contain the following additional information:
(a) the amount and nature of each item of Project Costs and the name and address of
the payee, with the payee's statement and if reimbursement is requested, evidence of payment
thereof attached;
(b) a statement that each item for which payment or reimbursement is requested is or
was necessary in connection with the Project, qualifies as a Project Cost under this Agreement
and, if for the rehabilitation or equipping of the Project, was made or incurred in accordance with
the plans and specifications for the Project and that none of such items has formed the basis for
any previous payment from the Project Fund;
(c) a statement that there is no outstanding indebtedness known, after due inquiry,
for labor, wages, materials or supplies which, if unpaid, might become the basis of a vendor's
lien, or a mechanics' materialmen's, statutory or other similar lien upon the Project or any part
thereof, other than indebtedness then certified for payment or diligently being contested in good
faith by the Borrower and that each contractor, subcontractor and materialman has filed with the
Borrower receipts or waivers of liens for all amounts theretofore certified for payment, or any
amount therein certified for reimbursement to the Borrower for payment, for work, materials and
equipment furnished by him or that there is on file with the construction manager a cancelled
check endorsed by the contractor, subcontractor or materialman evidencing such payment;
(d) a statement that no Working Capital Expenses are being certified for payment
from the Project Fund.
(3) If Title shall request it, each Borrower Representative's certificate shall be approved by
Title before the Borrower shall be entitled to payment from the Project Fund, and if requested by Title the
lien waivers, receipts or cancelled checks specified above or copies thereof (if acceptable to such insurer)
shall be filed with Title instead of the Trustee.
Section 3.6 Establishment of Completion Date. On the Completion Date any balance
remaining in the Project Fund in excess of the amount retained therein pursuant to the Disbursing
Agreement shall be disbursed by the Trustee to the Borrower or its order in such amount as may be
necessary (and all thereof shall be disbursed if necessary) to pay, or to reimburse to the Borrower for the
payment of, any part of the Project Costs which have not theretofore been paid by the Borrower or has not
theretofore been reimbursed to the Borrower, as the case may be, in accordance with the provisions of
Section 3.5. Any balance remaining in the Project Fund in excess of any amount retained therein to
secure completion by any contractor shall be transferred by the Trustee to the Bond Fund and used to
redeem the Bonds in accordance with Section 3.1(2) of the Indenture.
Section 3.7 Payment and Performance Bond. The requirement for any payment and
performance bond is hereby waived.
Section 3.8 Enforcement of Contract. In the event of default of any contractor or
subcontractor under any construction contract or in the event of a breach of warranty with respect to any
materials, workmanship or performance, the Borrower will promptly proceed, either separately or in
conjunction with others, to exhaust its remedies against the contractor, subcontractor or vendor in default
and against any surety on a bond securing the performance of such contract, provided, however, that the
Borrower may on the advice of its counsel and with the Trustee's consent refrain from exhausting such
11
remedies if determined by the Borrower not to be in its best interests and not necessary to complete the
Project. The Borrower will promptly advise the Trustee of the steps it intends to take in connection with
any such default. Any amounts recovered pursuant to any bond or by way of damages, refunds,
adjustments or otherwise in connection with the foregoing, after deduction of expenses incurred in such
recovery, other than any amounts resulting from the loss of income, shall be paid into the Project Fund if
received before the Completion Date, and otherwise shall be paid into the Bond Fund, provided that the
Borrower may obtain reimbursement for any payments made by the Borrower in connection with such
action as an item of Project Cost as provided in Section 3.5.
Section 3.9 Title Insurance. In connection with the Bond Closing, the Borrower agrees to
furnish to the Trustee a commitment for a mortgagee's policy of title insurance issued by Title in an
amount not less than the original principal amount of the Bonds, insuring:
(1) that fee title to the Project Premises is in the Borrower;
(2) that the Mortgage is a [second mortgage lien] upon the Project Premises subject only to
Permitted Encumbrances; and
(3) that the Project and its use do not violate any zoning or other use restrictions covering the
Project Premises and provides the coverage included within the standard zoning endorsement; and
(4) waiving and insuring over the following standard exceptions: (a) facts which would be
disclosed by a comprehensive survey of the premises, (b) mechanics', contractors or materialmen's liens
and lien claims and (c) rights of parties in possession.
(The remainder of this page is intentionally left blank.)
12
ARTICLE 4
THE LOAN, BASIC PAYMENTS,
ADDITIONAL CHARGES AND ADDITIONAL FINANCING
Section 4.1 The Loan. The Issuer agrees, upon the terms and conditions herein specified, to
lend to the Borrower the proceeds received by the Issuer from the sale of the Bonds, by causing such
proceeds to be deposited with the Trustee for disposition as provided herein and in the Indenture. The
amount of the Loan shall be deemed to include any "discount" or any other amount by which the
aggregate price at which the Issuer sells the Bonds to the Underwriter is less than the aggregate principal
amount of the Bonds; and the obligation of the Issuer to make the Loan shall be deemed fully discharged
upon so depositing the proceeds of the Bonds with the Trustee.
Section 4.2 Basic Payments. Subject to the Borrower's right of prepayment granted in
Section 8.2, the Borrower agrees to repay the Loan in installments of Basic Payments as follows:
(1) During the term of this Agreement, the Borrower shall make Basic Payments in
immediately available funds as follows:
(a) On or before each Interest Payment Date, an amount which, together with any
balance on hand in the Bond Fund or the Capitalized Interest Fund and available for that purpose,
will equal the total interest due on all Outstanding Bonds on such Interest Payment Date.
(b) On 1, 20_, an amount which is not less than the principal amount due
on the Outstanding Bonds on the maturity date of the Bonds.
(c) [The Borrower will promptly deposit the proceeds of the Assigned Capital
Contributions, the HOME Loan Proceeds loaned by the Issuer to the Borrower, the GP Capital
Contributions contributed by the General Partner to the Borrower, and the Sponsor Loan Proceeds
loaned by the Sponsor to the Borrower (or such lesser amounts as the Trustee shall advise are
necessary to provide funds sufficient to redeem the Bonds in full pursuant to Section 3.1(3) of the
Indenture), when and if received, with the Trustee with written instructions to deposit the
amounts in the Bond Fund for application to the mandatory redemption of the Bonds pursuant to
Section 3.1(3) of the Indenture. The Borrower and the Issuer acknowledge that (1) the aggregate
proceeds of the Assigned Capital Contributions, the HOME Loan Proceeds loaned by the Issuer
to the Borrower, the GP Capital Contributions and the Sponsor Loan Proceeds are expected to
exceed the amount necessary to redeem the Bonds in full, and (2) the Borrower will only be
required to deposit with the Trustee that portion of the Sponsor Loan Proceeds as is necessary to
redeem the Bonds in full pursuant to Section 3.1(3) of the Indenture, as determined and advised
by the Trustee, and the remainder of such Sponsor Loan Proceeds may be retained by the
Borrower. The Investor Limited Partner has agreed with the General Partner in the Partnership
Agreement to deposit the Assigned Capital Contributions directly to the Trustee on behalf of the
Borrower, to be disbursed pursuant to the terms of the Indenture, provided, however, that
notwithstanding anything contained herein to the contrary, the obligations of the Investor Limited
Partner to make any equity contributions to the Borrower are governed solely by, and subject to
the conditions, terms and provisions of, the Partnership Agreement. The Issuer has agreed to
deposit the HOME Loan Proceeds directly to the Trustee on behalf of the Borrower, to be
disbursed pursuant to the terms of the Indenture, provided, however, that notwithstanding
anything contained herein to the contrary, the obligations of the Issuer to advance any HOME
Loan Proceeds to the Borrower are governed solely by, and subject to the conditions, terms and
13
provisions of, the HOME Loan Repayment Agreement The General Partner has agreed in the
Partnership Agreement to deposit the GP Capital Contributions directly to the Trustee on behalf
of the Borrower, to be disbursed pursuant to the terms of the Indenture, and to be contributed in
accordance with the conditions, terms and provisions of, the Partnership Agreement. The
Sponsor has agreed to deposit the Sponsor Loan Proceeds (or such lesser amount as the Trustee
shall advise is necessary to provide funds sufficient to redeem the Bonds in full pursuant to
Section 3.1(3) of the Indenture) directly to the Trustee on behalf of the Borrower.]
(d) In any event the sum of the Basic Payments payable under this Section shall be
sufficient to pay all principal, interest and premium, if any, on the Bonds as such principal,
interest and premiums become due, at maturity, upon redemption, acceleration or otherwise.
(2) All payments of Basic Payments shall be made directly to the Trustee at its corporate
trust office, for the account of the Issuer and shall be deposited by the Trustee in the Bond Fund. In the
event the Borrower should fail to make any of the payments required in this Section 4.2, the item so in
default shall continue as an obligation of the Borrower until the amount in default shall have been fully
paid, and the Borrower agrees to pay the same with interest thereon (including to the extent permitted by
law, interest on overdue installments of interest) at the rate borne by the respective Bonds as to which
such default exists.
(3) As provided in Internal Revenue Service Revenue Procedure 79 -5, Revenue Procedure
81 -22 and 26 CFR 601.201 (and any subsequent amendments, modifications or replacements thereof)
Restricted Project Funds in the Bond Fund shall be used only to prepay Bonds which are subject to
redemption at their earliest call date without penalty or premium or to pay a pro rata portion of the
principal of the Bonds as provided in Section 5.3(2) of the Indenture.
(4) Except during the continuance of an Event of Default, all available remaining sums on
deposit in the Bond Fund not credited against currently payable installments of Basic Payments or applied
as provided in Sections 7.8 or 8.2 shall be credited against the last installments of Basic Payments.
(5) In no event shall any purchase of any Bonds made by or on behalf of the Borrower result
in the discharge of either (a) the Bonds so purchased, (b) the obligations under this Section 4.2 to make
Basic Payments relating to the Bonds so purchased, or (c) the Loan made hereunder to the extent of the
Bonds so purchased, unless and to the extent the Bonds so purchased are surrendered to the Trustee and
canceled.
(6) [So long as the Series A Bonds are Outstanding, the Borrower shall repay this Loan
Agreement solely from the Assigned Capital Contributions, the HOME Loan Proceeds, the GP Capital
Contributions, the Sponsor Loan Proceeds and certain other property that may be received by the Trustee
pursuant to the Security Documents.]
Section 4.3 Intentionally Omitted.
Section 4.4 Additional Charges. The Borrower agrees to pay, when due, each and all of the
following:
(1) to or upon the order of the Trustee, when due, all reasonable fees of the Trustee for
services rendered under the Indenture and all reasonable fees and charges of the Paying Agent, registrars,
legal counsel, accountants, engineers, public agencies and others incurred in the performance on request
of the Trustee of services required under the Indenture for which the Trustee and such other Persons are
14
entitled to payment or reimbursement, provided that the Borrower may, without creating a default
hereunder, contest in good faith the necessity or reasonableness of any such services, fees or expenses;
(2) the reasonable fees and expenses of counsel for the Issuer and an administrative fee equal
to ;
(3) to the Trustee, the amount of all advances made by the Trustee, with interest thereon, as
provided in Section 5.4;
(4) to the Issuer or Trustee, as the case may be, interest at the rate equal to I% over the prime
rate on each payment commencing on the date when due and required in this Section to be made to the
Issuer or Trustee, if not made when due and if not advanced by the Trustee under the Indenture; and
(5) any costs incurred by the Trustee or Original Purchaser in the preparation of printed
bonds.
Section 4.5 Borrower's Obligations Unconditional. All Basic Payments and Additional
Charges and all other payments required of the Borrower hereunder shall be paid without notice or
demand and without setoff, counterclaim, or defense for any reason and without abatement or deduction
or defense (except as provided in Sections 8.2 and 9.13). The Borrower will not suspend or discontinue
any such payments, and will perform and observe all of its other agreements in this Agreement, and,
except as expressly permitted in Sections 7.8 and 8.2, will not terminate this Agreement for any cause,
including but not limited to any acts or circumstances that may constitute failure of consideration,
destruction or damage to the Project or the Borrower's business, the taking of the Project or the
Borrower's business by Condemnation or otherwise, the lawful prohibition of the Borrower's use of the
Project or the Borrower's business, the interference with such use by any Person, the invalidity or
unenforceability or lack of due authorization or other infirmity of this Agreement, the lack of right, power
or authority of the Issuer to enter into this Agreement, eviction by paramount title, commercial frustration
of purpose, bankruptcy or insolvency of the Issuer or Trustee, change in the tax or other laws or
administrative rulings or actions of the United States of America or of the State or any political
subdivision thereof, or failure of the Issuer to perform and observe any agreement, whether express or
implied, or any duty, liability or obligation arising out of or connected with this Agreement, or for any
other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary
notwithstanding, it being the intention of the parties hereto that the Basic Payments and other amounts
payable by the Borrower hereunder shall be paid in full when due without any delay or diminution
whatever.
Section 4.6 Assignment of Issuer's Rights. As security for the payment of the Bonds, the
Issuer will pledge the amounts payable hereunder and assign, without recourse or liability, to the Trustee,
the Issuer's rights under this Agreement, including the right to receive payments hereunder (except the
right to receive payments, if any, under Sections 3.2, 4.4, 7.4, 9.5, 10.8, 10.11, 10.12, and 10.13 hereof)
and hereby directs the Borrower to make said payments directly to the Trustee. The Borrower herewith
assents to such assignment and will make payments under this Agreement directly to the Trustee without
defense or setoff by reason of any dispute between the Borrower and the Trustee.
Section 4.7 Borrower's Remedies. Nothing contained in this Article shall be construed to
release the Issuer from the performance of any of its agreements herein, and if the Issuer should fail to
perform any such agreements, the Borrower may institute such action against the Issuer as the Borrower
may deem necessary to compel such performance so long as such action shall not violate the Borrower's
agreements in Section 4.4 or diminish or delay the amounts required to be paid by the Borrower pursuant
to Section 4.2. The Borrower acknowledges, however, and agrees that any pecuniary obligation of the
15
Issuer created by or arising out of this Agreement shall be payable solely out of the proceeds derived from
this Agreement and the sale of the Bonds.
16
ARTICLE 5
PROJECT COVENANTS
Section 5.1 Project Operation and Maintenance. The Borrower shall pay all expenses of the
operation and maintenance of the Project including, but without limitation, adequate insurance thereon
and insurance against all liability for injury to Persons or property arising from the operation thereof, and
all taxes and special assessments levied upon or with respect to the Project and payable during the Term
of this Agreement and further described in this Article 5.
Section 5.2 Sale or Lease of Project. So long as any Bonds are Outstanding, the Borrower
will not lease the Project (except leases in the normal course of business), in whole or in part, nor sell,
mortgage or otherwise encumber its interests in the Project, in whole or part, except for Permitted
Encumbrances and except as provided in Sections 8.1 and 7.5, provided that in no event shall such lease,
assignment or sale be permitted if (1) the effect thereof would be to impair the validity or the exclusion
from gross income under Section 103 of the Code of the interest on the Bonds, or (2) if any such
transaction should release the Borrower of any of its obligations under this Agreement (except as
otherwise provided in Section 8.1). Before any such lease, sale or assignment, the Borrower shall deliver
to the Trustee an opinion of Bond Counsel, addressed to the Trustee and in form and substance
satisfactory to it, stating in effect that such lease, sale or assignment will not cause interest on the Bonds
to be included in gross income for purposes of federal income taxation. The Borrower shall give at least
30 days notice to the Trustee and Issuer of any such sale, assignment or lease, unless such 30 day notice is
waived by the Trustee and the Issuer.
Section 5.3 Mortgage and the Security Documents. In consideration of the Loan, and as
security for the Basic Payments to be made by the Borrower for the payment of the Bonds, and as security
for the performance of all of the other obligations, agreements and covenants of the Borrower to be
performed and observed hereunder, the Borrower shall execute and cause the Security Documents to be
delivered and, with respect to the Mortgage, recorded and shall keep, perform and observe each of its
obligations thereunder.
Section 5.4 Advances. The Borrower acknowledges and agrees that under the Indenture the
Trustee may take certain action and make certain advances relating to the Project or to certain other
matters as expressly provided therein, and the Borrower shall be obligated to repay all such advances on
demand, with interest from the date of each such advance, at the rate and under the conditions set forth in
the Indenture.
Section 5.5 Alterations to the Project and Removal of Project Equipment. The Borrower
shall have the right from time to time, at its cost and expense, to remodel and make such additions,
modifications, alterations, improvements and changes (collectively referred to as "alterations ") in or to
the Project or to remove any equipment therefrom as the Borrower, in its discretion, may deem to be
desirable for its uses and purposes, provided such alterations or removal do not impair the character of the
Project as a "project' within the meaning of the Act or otherwise impair the exclusion from gross income
under Section 103 of the Code of the interest on the Bonds.
Section 5.6 Insurance. The Borrower shall maintain, or cause to be maintained, at its cost
and expense, insurance as follows:
(1) Insurance against loss and/or damage to the Project under a policy or policies covering
such risks as are ordinarily insured against by similar businesses, including (without limiting the
17
generality of the foregoing) fire and extended coverage in an amount not less than 100% of the full
insurable replacement cost of the Project but any such policy may have a deductible amount of not more
than $100,000. No policy of insurance shall be so written that the proceeds thereof will produce less than
the minimum coverage required by the preceding sentence, by reason of co- insurance provisions or
otherwise, without the prior consent thereto in writing by the Trustee. The term "full insurable
replacement cost" shall mean the actual replacement cost of the Project (excluding foundation and
excavation costs and costs of underground flues, pipes, drains and other uninsurable items) and
equipment. All policies evidencing insurance required by this subparagraph (1) with respect to the
Project shall be carried in the names of the Borrower and the Trustee as their respective interests may
appear and shall contain standard mortgage clauses which provide for Net Proceeds of insurance resulting
from claims per casualty thereunder to the Project which are less than $100,000 for loss or damage
covered thereby to be made payable directly to the Borrower, and Net Proceeds from such claims which
are equal to or in excess of $100,000 to be made payable directly to the Trustee. The Net Proceeds of
such insurance required by this paragraph (1) with respect to the Project shall be applied as provided in
Sections 5.7 and 5.8 hereof.
(2) Comprehensive general public liability insurance, including personal injury liability, and,
if the Borrower owns or leases any automobiles, automobile insurance, including owned, non -owned and
hired automobiles, against liability for injuries to persons and /or property, in the minimum amount for
each occurrence and for each year of $1,000,000, for public liability not arising from ownership or
operation of automobiles (or other motor vehicles), and in the minimum amount of $500,000 for each
occurrence and for each year for liability arising out of ownership or operation of automobiles (or other
motor vehicles) and shall be endorsed to show the Trustee and Issuer as an additional insured.
(3) Business interruption insurance or rental loss insurance covering actual losses in gross
operating earnings of the Borrower resulting directly from necessary interruption of business caused by
damage to or destruction (resulting from fire and lightning; accident to a fired - pressure vessel or
machinery; and other perils, including windstorm and hail, explosion, civil commotion, aircraft and
vehicles, sprinkler leakage, smoke, vandalism and malicious mischief, and accident) to real or personal
property constituting part of the Project, less charges and expenses which do not necessarily continue
during the interruption of business, for such length of time as may be required with the exercise of due
diligence and dispatch to rebuild, repair or replace such properties as have been damaged or destroyed,
with limits equal to at least the sum of 12 months' operating expenses of the Project, plus the maximum
amount of principal of (other than the principal amount due on the maturity date of the Bonds) and
interest payable on the Outstanding Bonds in the current or any future calendar year.
(4) Such other insurance, including workers' compensation insurance respecting all
employees of the Borrower, in such amount as is customarily carried by like organizations engaged in like
activities of comparable size and liability exposure, provided that the Borrower may be self - insured with
respect to all or any part of its liability for workers' compensation.
All insurance required in this Section shall be taken out and maintained in responsible insurance
companies selected by the Borrower which are authorized under the laws of Minnesota to assume the
risks covered thereby. The Borrower will deposit annually with the Trustee copies of policies evidencing
all such insurance, or a certificate or certificates or binders of the respective insurers stating that such
insurance is in force and effect. Each policy shall contain a provision that the insurer shall not cancel nor
modify it without giving written notice to the Borrower and the Trustee at least 30 days before the
cancellation or modification becomes effective. Not less than 30 days prior to the expiration of any
policy, the Borrower shall furnish the Trustee evidence satisfactory to the Trustee that the policy has been
renewed or replaced by another policy conforming to the provisions of this Section, or that there is no
necessity therefor under the terms hereof. In lieu of separate policies, the Borrower may maintain a single
18
policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in
which event the Borrower shall deposit with the Trustee a certificate or certificates of the respective
insurers as to the amount of coverage in force upon the Project Facilities.
The provisions of this Article relating to application of insurance proceeds are subject to the
requirement of Section 13.14(h) of the Trust Indenture for the Series A Bonds providing that proceeds
from any condemnation award or from the payment of a claim under any hazard insurance policy relating
to the Project will not be payable to the Trustee, but will be payable in accordance with the FHA Loan
Documents.
Section 5.7 Damage or Destruction. The Borrower agrees to notify the Trustee immediately
in the case of damage exceeding $50,000 in amount to, or destruction of, the Project or any portion
thereof resulting from fire or other casualty. In the event that any such damage or destruction does not
exceed $50,000, the Borrower shall forthwith repair, reconstruct and restore the Project to substantially
the same or an improved condition or value as existed prior to the event causing such damage and, to the
extent necessary to accomplish such repair, reconstruction and restoration, the Borrower will apply the
Net Proceeds of any insurance relating to such damage received by the Borrower to the payment or
reimbursement of the costs thereof. Net Proceeds of any insurance relating to such damage up to $50,000
shall be paid directly to the Borrower.
In the event the Project or any portion thereof is destroyed by fire or other casualty and the
damage or destruction is estimated to exceed $50,000, then the Borrower shall within 120 days after such
damage or destruction elect one of the following two options by written notice of such election to the
Trustee:
(1) Option A - Repair and Restoration. The Borrower may elect to repair, reconstruct and
restore the damaged Project. In such event, the Borrower shall proceed forthwith to repair, reconstruct
and restore the damaged or destroyed Project to substantially the same condition or value as existed prior
to the event causing such damage or destruction and, to the extent necessary to accomplish such repair,
reconstruction and restoration, the Borrower will apply the Net Proceeds of any insurance relating to such
damage or destruction received by the Borrower from the Trustee to the payment or reimbursement of the
costs thereof. So long as no Event of Default exists, any Net Proceeds of insurance relating to such
damage or destruction received by the Trustee shall be released from time to time by the Trustee to the
Borrower upon the receipt of-
(a) A Certificate of the Borrower Representative specifying the expenditures made
or to be made or the indebtedness incurred in connection with such repair, reconstruction and
restoration and stating that such Net Proceeds, together with any other moneys legally available
for such purposes, will be sufficient to complete such repair, reconstruction and restoration; and
(b) The written approval of such certificate by an Independent Engineer.
In the event the Borrower shall elect this Option A, the Borrower shall complete the repair, reconstruction
and restoration of the Project, whether or not the Net Proceeds of insurance received by the Borrower for
such purposes are sufficient to pay for the same. Net Proceeds not required for the repair, reconstruction
and restoration of the Project shall be applied to the prepayment of the Bonds or used for such other
purpose as the Trustee, based upon an opinion of Bond Counsel, determines will not cause interest on the
Bonds to be included in gross income for purposes of federal income taxation.
(2) Option B - Redemption of the Bonds. In the event that the Borrower shall determine that
it is not practical or desirable to rebuild, repair or restore the Project, or, in case the Borrower is unable to
19
deliver the certificates or reports necessary under Option A of this Section, the Bonds shall be redeemed
on the earliest date for which notice may be given for redemption in accordance with Section 3.1(1) of the
Indenture. If the Net Proceeds of insurance, together with all amounts then held by the Trustee under the
Indenture available to redeem or retire the Bonds, shall be insufficient to so redeem the Bonds (including
the expenses of redemption), the Borrower shall pay such deficiency to the Trustee as a Basic Payment
and the Net Proceeds of insurance, together with such Basic Payment and amounts held by the Trustee
under the Indenture, shall be applied to such redemption of the Bonds in accordance with Section 8.2
hereof and Section 3.1 of the Indenture. If the Bonds have been fully paid and all obligations of the
Borrower hereunder have been paid or provided for, all Net Proceeds shall be paid to the Borrower.
Section 5.8 Condemnation. If the Project or any material portion thereof is condemned or
taken for any public or quasi - public use and title thereto vests in the party condemning or taking the same,
the Borrower hereby irrevocably assigns to the Trustee all its right, title and interest in and to any Net
Proceeds of any award, compensation or damages (hereinafter referred to as an "award "), payable in
connection with any such condemnation or taking. The Trustee shall cooperate fully with the Borrower in
the handling and conduct of any prospective or pending condemnation proceedings with respect to the
Project or any material part thereof.
In the event of any condemnation or taking where title shall have been taken to all or substantially
all of the Project or Project Premises, the Borrower shall, within 120 days after the date on which the Net
Proceeds are finally determined, elect one of the two following options by written notice of such election
to the Trustee.
(1) Option A - Repairs and Improvements. The Borrower may elect to use the Net Proceeds
of the award made in connection with such condemnation or taking for additions, repairs and
improvements to the Project. In such event, so long as no Event of Default exists, the Borrower shall
have the right to receive such Net Proceeds from the Trustee from time to time upon receipt by the
Trustee of.
(a) A Certificate of the Borrower Representative specifying the expenditures made
or to be made or the indebtedness incurred in connection with such repairs and improvements and
stating that such Net Proceeds, together with any of the moneys legally available for such
purposes, will be sufficient to complete such repairs and improvements; and
(b) If such Net Proceeds equal or exceed $500,000 in amount, the written approval
of such Certificate by an Independent Engineer.
The Borrower agrees to apply any such Net Proceeds so received solely to the purposes specified in such
Certificate. Net Proceeds not required for the repairs and improvements shall be applied to the
prepayment of the Bonds or in such other manner as the Trustee, based upon an opinion of Bond Counsel,
determines will not cause interest on the Bonds to be included in gross income for purposes of federal
income taxation.
(2) Option B - Redemption of the Bonds. In the event that any material part of the Project is
condemned, or such use or control thereof is taken by eminent domain, to the extent described above, or,
in case the Borrower is unable to deliver the certificates or reports necessary under Option A of this
Section, and, in the reasonable judgment of the Borrower the Project cannot be restored within six (6)
months following completion of the proceedings by which such title is taken to a condition permitting
conduct of the normal operations of the Borrower and at a cost not exceeding the Net Proceeds of the
award in such condemnation proceedings the Bonds shall be redeemed on the earliest date for which
notice may be given for redemption in accordance with Section 3.1(1) of the Indenture. If the Net
20
Proceeds of condemnation, together with the amount then held by the Trustee under the Indenture
available to redeem the Bonds shall be insufficient to redeem the Bonds (including principal, accrued
interest, and expenses of redemption), the Borrower shall pay such deficiency to the Trustee as a Basic
Payment, and the Net Proceeds of condemnation, together with such Basic Payment and amounts held by
the Trustee under the Indenture shall be applied to such redemption of the Bonds in accordance with
Section 8.2 hereof and Section 3.1 of the Indenture. If the Bonds have been duly paid and all other
obligations of the Borrower hereunder have been paid or provided for, any remaining Net Proceeds shall
be paid to the Borrower.
Section 5.9 Intentionally Omitted.
Section 5.10 Hazardous Materials. The Borrower shall not use the Project in any manner so as
to violate in any material respect any applicable law, rule, regulation or ordinance of any governmental
body or in such manner as to vitiate insurance upon the Project. The Borrower shall not commit or permit
any waste upon the Project which would materially decrease the value of the Project. The Borrower shall
comply in all material respects with all regulations concerning the environment, health and safety relating
to the generation, use, handling, production, disposal, discharge and storage of Hazardous Materials, as
defined herein, in, on, under, or about the Project. The Borrower shall promptly take any and all
necessary action in response to the presence, storage, use, disposal, transportation or discharge of any
Hazardous Materials in, on, under or about the Project by the Borrower or Persons acting on behalf of or
at the direction of the Borrower as all applicable laws, rules, regulations, or ordinances may require,
provided, however, that the Borrower shall not, without the Trustee's prior written consent, which consent
shall not be unreasonably withheld, take any remedial action in response to the presence of any
Hazardous Materials in, on, under or about the Project, nor enter into any settlement agreement, consent
decree, or other compromise in respect to any claims, proceedings, lawsuits or actions, completed or
threatened pursuant to any Hazardous Materials laws or in connection with any third party, if such
remedial action, settlement, consent or compromise might, in the Trustee's sole determination, impair the
value of the Project; the Trustee's prior consent shall not, however, be necessary in the event that the
presence of Hazardous Materials in, on, under, or about the Project either (1) poses an immediate threat to
the health, safety, welfare or property right of any individual, or (2) is of such a nature that an immediate
remedial response is necessary under applicable laws, rules, regulations, or ordinances, and it is not
possible to obtain the Trustee's consent prior to undertaking such action. In the event the Borrower
undertakes any remedial action with respect to any Hazardous Materials on, under or about the Project,
the Borrower shall immediately notify the Trustee of any such remedial action, and shall conduct and
complete such remedial action (1) in compliance with all applicable federal, state and local laws,
regulations, rules, ordinances and policies, (2) to the reasonable satisfaction of the Trustee and (3) in
accordance with the orders and directives of all federal, state and local governmental authorities. As used
herein, the term "Hazardous Materials" shall mean (unless, and only to the extent that, being used in
compliance with all applicable federal, state and local laws, regulations, rules, ordinances and policies):
(1) oil, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic
wastes or substances or any other substances, materials or pollutants which (A) pose a hazard to the
Project, to adjacent premises or to Persons on or about the Project or adjacent premises, (B) cause the
Project to be in violation of any local, state or federal law, rule, regulation, ordinance, or policy, or (C) are
defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," or "toxic substances" or words of similar import under any applicable local, state or federal
law or under the regulations, policy guidelines or other publications adopted or promulgated pursuant
thereto, including, but not limited to: (i) the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. § 9601, et sue; (ii) the Hazardous Materials Transportation
Act, as amended, 49 U.S.C. § 1601, et seq.; (iii) the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. § 6901, et sec..; (iv) the Clean Air Act, 42 U.S.C. § 7412; (v) the Toxic Substance
Control Act, 15 U.S.C. § 2601 et sue; (vi) the Clean Water Act, 33 U.S.C. § 1317 and 1321(b)(2)A and
21
(vii) rules, regulations, ordinances and other publications adopted or promulgated pursuant to the
aforesaid laws; (2) asbestos in any form which is or could become friable, (3) urea formaldehyde foam
insulation, and (4) any other chemical, material or substance, exposure to which is prohibited, limited or
regulated by any governmental authority or may or could pose a hazard to the health and safety or
property interests of the Borrower or its employees, the occupants of the Project or the owners or
occupants of property adjacent to or surrounding the Project.
Section 5.11 Release of Real Property. The Borrower shall have the right, at any time and
from time to time, to a release of any portion of the Project Premises from the Mortgage, but only as
follows:
(1) Project Premises not containing any permanent structure necessary for the total operating
unity and efficiency of the Project may be released for the purpose of selling the same to a third person or
to facilitate the construction or financing of additions to the Project Buildings or additional structures not
related to the Project on such portion of the Project Premises, but only upon receipt by the Trustee of the
following:
(a) Certificate of a Borrower Representative setting forth in substance as follows:
(i) The address and legal description of the portion of the Project to be
released;
(ii) The number of square feet of the property to be released,
(iii) A certification that (a) the portion of the Project to be released is not
needed for the operation of the Facility and is not necessary for the total operating unity
and efficiency of the Facility, and the release will not cause a reduction in the Net
Revenues of the Facility; (b) the release will not impair the structural integrity of the
Facility or the usefulness of the Facility; and (c) the release will not inhibit adequate
means of ingress to or egress from the Facility;
(iv) No Default exists under this Loan Agreement, and
(v) All conditions precedent herein provided for relating to such release have
been complied with;
(b) An ALTA survey prepared by a registered land surveyor describing and showing
the Project Premises, after giving effect to such release;
(c) An Opinion of Counsel stating that the certificates, opinions and other
instruments which have been or are therewith delivered to and deposited with the Trustee
conform to the requirements of this Loan Agreement and that, upon the basis of such application,
the property may be released from the lien of the Mortgage, and that all conditions precedent
herein provided for relating to such release have been complied with and
(d) A Favorable Opinion of Bond Counsel.
(2) The Borrower may at any time or times grant to itself or others easements, licenses, rights
of way and other rights or privileges in the nature of easements with respect to the Project Premises, free
from the lien of the Mortgage, or the Borrower may release existing easements, licenses, rights of way
and other rights or privileges with or without consideration, and the Trustee will execute and deliver any
22
instrument necessary or appropriate to confirm and grant or release any such easement, license, right of
way or privilege, provided, however, that prior to any such grant or release, there shall have been supplied
to the Trustee a Certificate of the Borrower Representative and, if requested by the Trustee, of an
Independent Engineer to the effect (i) that such grant or release is not detrimental to the proper operation
of the Facility and (ii) such grant or release will not impair the operating unity or the efficiency of the
Facility on such Project Premises or materially and adversely affect the character thereof.
(The remainder of this page is intentionally left blank.)
23
ARTICLE 6
"M N� '�
(The remainder of this page is intentionally left blank.)
24
ARTICLE 7
BORROWER'S COVENANTS
Section 7.1 Covenant for the Benefit of the Trustee and Bondholders. The Borrower
recognizes the authority of the Issuer to assign its interest in and pledge moneys receivable under this
Agreement (other than certain payments required to be made to the Issuer under Sections 3.2, 4.4, 7.4,
9.5, 10.8, 10.11, 10.12, and 10.13) to the Trustee as security for the payment of the principal and purchase
price of and interest and redemption premiums, if any, on the Bonds, and the payment of all fees and
expenses of the Trustee; and hereby agrees to be bound by, and joins with the Issuer in the grant of, a
security interest to the Trustee in any right and interest the Borrower may have in sums held in the Funds
described in Article 5 of the Indenture, pursuant to the terms and conditions thereof, to secure payment of
the Bonds. Each of the terms and provisions of this Agreement is a covenant for the use and benefit of
the Trustee and Holders of the Bonds, so long as any thereof shall remain Outstanding; but upon payment
in full of the Bonds in accordance with Article 7 of the Indenture and of all fees and charges of the
Trustee and Paying Agent, all references in this Agreement to the Bonds, the Holders thereof and the
Trustee shall be ineffective, and neither the Trustee nor the Holders of any of the Bonds shall thereafter
have any rights hereunder, save and except those that shall have theretofore vested or that arise from
provisions hereunder which survive termination of this Agreement.
Section 7.2. Inspection and Access. The Borrower agrees that the Trustee and its duly
authorized agents shall have the right at all reasonable times to examine and inspect, and for that purpose
to enter upon, the Project Premises, and shall also have such right of access thereto as may be reasonably
necessary to cause the Project to be properly maintained in accordance with Article 5 and the applicable
provisions of the Mortgage in the event of failure by the Borrower to perform these obligations.
Section 7.3 Annual Statement, Audit, Certificate of Compliance and Other Reports.
(1) Commencing in 20_ for the fiscal year ending , 20 , the Borrower shall
furnish to the Trustee and the Original Purchaser by no later than 120 days after the close of each fiscal
year of the Borrower during the term hereof, a copy of annual audited financial statements of the
Borrower for the preceding fiscal year, including a balance sheet and operating statements, audited by an
Independent Accountant. The Borrower also agrees to furnish to the Trustee and the Original Purchaser
of the Bonds by no later than 45 days after the close of each of its fiscal quarters commencing with the
fiscal quarter ending , 20_, a copy of unaudited, internally - prepared financial statements of
the Borrower presented in a manner similar to the annual audited financial statements, as well as physical
and economic occupancy statistics for such quarter.
(2) At the time the Borrower causes to be furnished the annual financial statements, the
Borrower shall also furnish the Trustee a certificate executed by Borrower Representative, declaring that
during the same fiscal year covered by the statements and continuing to the date of execution of the
certificate, the Borrower has fully complied with the terms and conditions of this Agreement.
(3) The Borrower will furnish the Issuer and the Trustee all reports required pursuant to law
and regulations of the Act.
(4) The Borrower will, and at the request of the Issuer or Trustee at the Borrower's expense,
furnish to the Trustee and Issuer at such times and in such form as the Issuer and Trustee, may reasonably
require (A) a copy of such other reports containing such information as is necessary to comply with any
lawful reporting or continuing registration requirements imposed by any agency of the State under the
25
Act, the Minnesota Blue Sky Laws or any other applicable state law as it now exists or may hereafter be
amended or by any agency of any other state in which the Bonds have been sold, or (B) such information
as is necessary to comply with federal securities law.
Section 7.4 Indemnity by Borrower. The Borrower releases the Issuer and the Trustee from,
agrees that the Issuer and the Trustee shall not be liable for, and indemnifies, defends and holds the Issuer
and the Trustee harmless from and against, all liabilities, claims, costs and expenses and attorneys' fees
imposed upon, incurred or asserted against the Issuer or the Trustee on account o£ (i) any loss or damage
to property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever
pertaining to the acquisition, financing, construction, occupation, possession, management, equipping,
furnishing, maintenance, operation and use of the Project or from any work or thing done in or about the
Project site, or any sidewalks, passageways, driveways, curbs, vaults and vault space, streets or parking
areas on the Project site or adjacent thereto; (ii) any breach or default on the part of the Borrower in the
performance of any covenant or agreement of the Borrower under this Agreement, the Regulatory
Agreement, the Note or any related document, or arising from any act or failure to act by the Borrower, or
any of its agents, contractors, servants, employees or licensees; (iii) the Borrower's failure to comply with
any requirement of this Agreement including the covenant in Section 5.4 hereof; (iv) any action taken or
omitted to be taken by the Issuer or the Trustee under this Loan Agreement, the Indenture or the
Regulatory Agreement; (v) the issuance of the Bonds; and (vi) any claim, action or proceeding brought
with respect to any matter set forth in clause (i), (ii), (iii), (iv) or (v) above, provided, however, that the
indemnification provided in this Section shall not apply to any matter arising or resulting from the gross
negligence or willful misconduct of the party proposed to be indemnified hereunder.
The Borrower agrees to indemnify the Trustee for and to hold it harmless against all liabilities,
claims, costs and expenses incurred without negligence or willful misconduct on the part of the Trustee,
on account of any action taken or omitted to be taken by the Trustee in accordance with the terms of this
Agreement, the Bonds, the Regulatory Agreement, the Note or the Indenture or any action taken at the
request of or with the consent of the Borrower, including the costs and expenses of the Trustee in
defending itself against any such claim, action or proceeding brought in connection with the exercise or
performance of any of its powers or duties under this Agreement, the Bonds, the Indenture, the
Regulatory Agreement or the Note.
In case any action or proceeding is brought against the Issuer or the Trustee in respect of which
indemnity may be sought hereunder, the party seeking indemnity promptly shall give notice of that action
or proceeding to the Borrower, and the Borrower upon receipt of that notice shall have the obligation and
the right to assume the defense of the action or proceeding, provided that failure of a party to give that
notice shall not relieve the Borrower from any of its obligations under this Section unless that failure
prejudices the defense of the action or proceeding by the Borrower. The indemnified party shall have the
right to employ separate counsel in any such action or proceedings and to participate in the defense
thereof, but, unless such separate counsel is employed with the approval and consent of the Borrower, or
because the indemnified party has been advised by counsel that there may be a conflict of interest
between the Borrower and the indemnified party, the Borrower shall not be required to pay the fees and
expenses of such separate counsel. The Borrower shall not be liable for any settlement made without its
consent, which consent shall not be unreasonably withheld, conditioned or delayed.
The indemnification set forth above is intended to and shall include the indemnification of all
affected officials, directors, officers, agents and employees of the Issuer and the Trustee, respectively.
That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to
the full extent permitted by law.
The provisions of this Section 7.4 shall survive the payment and discharge of the Bonds.
26
Section 7.5 Status of Borrower. Throughout the Term of this Agreement, the Borrower will
maintain its existence as a limited partnership organized under the laws of the State of Minnesota and a
Single Purpose Entity and will not wind up or otherwise dispose of all or substantially all of its assets,
provided that subject to the sale restrictions in Section 5.2 and the assignment and transfer conditions in
Section 8.1, the Borrower may, sell or otherwise transfer to another Person all or substantially all of its
assets in its entirety and thereafter wind up if the transferee Person assumes all of the obligations of the
Borrower under this Agreement, the Security Documents, the Mortgage and the Regulatory Agreement by
written instrument delivered to the Issuer and the Trustee. Every such transferee shall be bound by all of
the covenants and agreements of the Borrower herein with respect to any further sale or transfer.
Upon any change in the identity of its general partner by way of substitution, sale or otherwise of
the Borrower, the Trustee shall be promptly informed and, if requested, each and every general partner of
the Borrower as newly constituted shall deliver to the Trustee for the benefit of the Issuer and
Bondholders an instrument in form satisfactory to the Trustee affirming the joint and several liability of
all then existing general partners for the obligations of the Borrower hereunder for which the general
partners are liable (subject, in all instances, to Section 9.13 of this Agreement).
The Issuer and Borrower agree that, upon any change in the status of the Borrower, including a
change in the identity of its general partner, so long as the requirements, restrictions and conditions of
Section 5.2, Section 8. 1, and the Regulatory Agreement with respect to such change have been satisfied as
provided therein, the general partner involved shall be discharged from liability hereunder. The Trustee
by execution of the Indenture shall be deemed to have agreed to execute such documents as may be
necessary or desirable to indicate such discharge upon receipt of evidence satisfactory to said parties that
the requirements for this Section, Section 5.2, Section 8.1 and the Regulatory Agreement have been
satisfied, and provided that no Event of Default under this Agreement shall have happened and be
continuing on the date of the discharge.
The Borrower shall not effect such transfer or change if the result thereof would be to violate any
sale restrictions set forth in Section 5.2 of this Agreement, or to subject the interest payable on the Bonds
(in the hands of any Person who is not a "substantial user" of the Project or a "related person ") to federal
income taxes under Section 103 of the Code.
Notwithstanding anything to the contrary contained herein or in any other loan document (1) the
assignment of Special Limited Partner or Investor Limited Partner interests in the Borrower to an entity
controlled, directly or indirectly, by or (2) the removal of the general partner pursuant to
the terms of the Partnership Agreement, shall not be deemed an Event of Default hereunder or under any
other loan document and shall not require the consent of the Issuer or the Trustee.
Section 7.6 Filing of Financing Statements. The Borrower agrees that it will, at its sole
expense, file or cause to be filed any financing statements and continuation statements required or
requested by the Trustee to perfect the security interest granted to the Trustee under the Security
Documents and under the Indenture in this Agreement and the payments to be made hereunder.
Section 7.7 Assurance of Tax Exemption. In order to assure that the interest on the Bonds
shall at all times be excluded from gross income for the purposes of federal income taxation, the
Borrower represents and covenants with the Issuer, Trustee and all Holders of the Bonds as follows:
(1) the Borrower will fulfill all continuing conditions specified in Section 142 of the Code
and Regulation 1.103 -8(b) promulgated thereunder, to qualify the Bonds as residential rental property
bonds thereunder, and the Borrower shall fulfill its obligations under the Regulatory Agreement;
27
(2) the Borrower will not use (or permit to be used) the Project or use or invest (or permit to
be used or invested) the proceeds of the Bonds or any other sums treated as "bond proceeds" under
Section 148 of the Code and applicable federal income tax regulations, including "investment proceeds ",
"invested sinking funds" and "replacement proceeds ", in such a manner as to cause the Bonds to be
classified "arbitrage bonds" under Section 148 of the Code or "federally guaranteed obligations" under
Section 149(b) of the Code;
(3) at least 95% of Net Bond Proceeds will be used to finance costs properly chargeable to
the capital account of a qualified residential rental project within the meaning of Section 142(d) and
functionally related and subordinate property thereto;
(4) the Borrower has not permitted and will not permit any obligation or obligations other
than the Series A Bonds to be issued within the meaning of Section 103(b) of the Code so as to cause
such obligations to become part of the same "issue of obligations" as the Bonds;
(5) no portion of the proceeds of the Bonds is to be used to provide any airplanes, skybox, or
other private luxury box, health club facility, facility primarily used for gambling or liquor store;
(6) no portion of the proceeds of the Bonds will be used to acquire (a) property to be leased
to the government of the United States of America or to any department, agency or instrumentality of the
government of the United States of America, (b) any property not part of the residential rental housing
portion of the Project, or (c) any private or commercial golf course, country club, massage parlor, tennis
club, skating facility (including roller skating, skateboard and ice - skating), racquet sports facility
(including any handball or racquetball court), hot tub facility, suntan facility or racetrack;
(7) no portion of the proceeds of the Bonds (including investment earnings thereon) shall be
used (directly or indirectly) for the acquisition of land (or an interest therein) to be used for farming
purposes, and less than 25% of the Bond proceeds (including investment earnings thereon) shall be used
(directly or indirectly) for the acquisition of land to be used for purposes other than farming purposes;
(8) the Borrower understands that the Code imposes a penalty for failure to file with the
Secretary of the Treasury an annual certification of compliance with low income occupancy requirements,
and if the requirements for a "qualified residential rental project" are not met, does not allow deduction
for interest paid on the Bonds which accrues during the period beginning on the first day of the taxable
year in which the Project ceases to meet such requirements and ending on the date the Project again meets
such requirements;
(9) the average maturity of the Bonds and the Series A Bonds years) does not and
will not exceed 120% of the average reasonably expected remaining economic life of the Project
years) within the meaning of Section 147(b) of the Code;
(10) the Borrower shall provide the Issuer at Bond Closing with all information required to
satisfy the informational requirements set forth in Section 149(e) of the Code including the information
necessary to complete IRS Form 8038;
(11) no money in the Bond Fund, Capitalized Interest Fund or Project Fund shall be invested
in investments which cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of
the Code. If at any time the moneys in such funds exceed, within the meaning of Section 149(b), (i)
amounts invested for an initial temporary period until the moneys are needed for the purpose for which
the Bonds were issued, (ii) investments of a bona fide debt service fund, and (iii) investments of a reserve
28
which meet the requirement of Section 148(c) and (d) of the Code, such excess moneys shall be invested
in only those Permitted Investments or Government Obligations, as otherwise appropriate, which are (a)
obligations issued by the United States Treasury, (b) other investments permitted under regulations, or (c)
obligations which are (a) not issued by, or guaranteed by, or insured by, the United States or any agency
or instrumentality thereof or (b) not federally insured deposits or accounts, all within the meaning of
Section 149(b)(3)(B) of the Code;
(12) the Borrower shall expend at least $ in rehabilitating the Project (15% of the
acquisition cost less land value as determined by an independent appraisal) on or before 1,
20_;
(13) the Borrower on behalf of the Issuer shall pay to the United States, as a rebate, an amount
equal to the sum of (a) the excess of (i) the aggregate amount earned on all nonpurpose investments (other
than investments attributable to an excess described in this clause), over (ii) the amount which would
have been earned if all nonpurpose investments were invested at a rate equal to the yield on the Bonds,
plus (b) any income attributable to the excess described in clause (a), at the times and in the amounts
required by Section 148(f) of the Code, all within the meaning of Section 148(f) of the Code. The
Borrower and the Trustee shall maintain detailed records of the interest rate borne by the Bonds and the
investments of the Project Fund, Capitalized Interest Fund and Bond Fund (and any other fund created
under the Indenture) and earnings thereon. The Borrower shall engage a qualified firm selected by the
Borrower (the "Rebate Consultant ") to calculate the amount of any rebate required to be made to the
United States at times and in installments which satisfy Section 148(f) of the Code and the Regulations, at
least once every 5 years and within 60 days after the day on which the last of the Bonds is redeemed, and
the Trustee shall be immediately furnished with such calculations. If the Trustee is not furnished with
such calculations, the Trustee may undertake to have such calculations made by the Rebate Consultant at
the expense of the Borrower. Such calculations shall be retained until 6 years after the retirement of the
last Bond. The rebate shall be calculated as provided in Section 148(f) of the Code and Sections 1.148 -0
through 1.148 -9 of the Treasury Regulations, including taking into account the gain or loss on the
disposition of nonpurpose investments but not gross earnings of up to $100,000 on the portion, if any, of
the Bond Fund constituting a bona fide debt service fund. The Borrower shall acquire, and shall cause the
Trustee to acquire all nonpurpose investments at their fair market value in arm's length transactions;
(14) the Borrower will not permit more than 2.00% of the proceeds of the Bonds and the
Series A Bonds ($ to be expended (or to be used to reimburse any person for an expenditure) to
pay Issuance Expenses as provided by Section 147(g) of the Code;
(15) In order to qualify the Bonds and this Agreement under the "program investment"
provisions of Section 1.148- 2(d)(2)(iii) of the Treasury Regulations, the Borrower (and any "related
person" thereto) will take no action the effect of which would be to disqualify this Agreement as a
"program investment" as defined in Section 1.148 -1(b) of the Treasury Regulations, including but not
limited to entering into any arrangement, formal or informal, for the Borrower to purchase bonds or notes
of the Issuer in an amount related to the amount of the Bonds; and
(16) the Borrower will not otherwise use Bond proceeds, including expenses, earnings
thereon, or take, or permit or cause to be taken, any action that would adversely affect the exclusion from
gross income of the interest on the Bonds, nor otherwise omit to take or cause to be taken any action
necessary to maintain such exclusion from gross income; and, if it should take or permit, or omit to take
or cause to be taken, as appropriate, any such action, the Borrower shall take all lawful actions necessary
to rescind or correct such actions or omissions promptly upon having knowledge thereof.
Section 7.8 Determination of Taxability.
29
(1) Promptly after the occurrence of a Determination of Taxability, the Borrower shall give
written notice to the Issuer and Trustee of the Determination of Taxability.
(2) Neither the Borrower nor any Holder shall be required to contest or appeal any notice of
deficiency, ruling, decision or legislative enactment which may give rise to a Determination of Taxability;
and the expenses of any such contest or appeal shall be paid by the party initiating the contest or appeal.
Section 7.9 Subordination of Management Fees. If, and during any period that, an affiliate of
the Borrower or the Sponsor is the manager of the Project, any management fees payable by the Borrower
with respect to the Project will be wholly subordinate and junior in right of payment to all sums payable
under this Agreement. Without limiting the foregoing, during the continuance of an Event of Default
hereunder, no payment of such management fees shall be made by the Borrower. Further, the Borrower
will not pay any such management fees if such payment will cause an Event of Default hereunder.
(The remainder of this page is intentionally left blank.)
30
ARTICLE 8
BORROWER'S OPTIONS
Section 8.1 Assignment and Transfer. The Borrower may assign its rights and obligations
under this Agreement and, as an incident thereto, transfer its interest in the Project without prior consent
of the Issuer or the Trustee, but subject to the provisions of Sections 5.2 and 7.5 hereof.
Section 8.2 Prepayment.
(1) The Borrower shall have the option to direct the Trustee to call for redemption and
prepayment of the Outstanding Bonds in whole or in part as provided in Section 3.1 of the Indenture. The
Bonds to be redeemed shall be redeemed at a price equal to their principal amount plus accrued interest
set forth in Section 3.1 of the Indenture. In the event the Bonds are called for redemption in whole or in
part, the Borrower shall make a Basic Payment as provided in Section 4.2 hereof on such Redemption
Date.
(2) The Borrower shall prepay the Loan in whole or in part to the extent of the mandatory
redemption of the Bonds under Article III of the Indenture and will at any time transmit directly to the
Trustee, for deposit in the Bond Fund, funds in the required amount in addition to any other amounts
required to be paid at that time pursuant to this Loan Agreement. The principal amount of the Loan to be
prepaid from moneys remaining on deposit in the Project Fund following the Completion Date will be
determined in accordance with Section 3.1(2) of the Indenture. [The principal amount of the Loan to be
prepaid upon the Borrower's receipt of the proceeds of the Assigned Capital Contributions, the HOME
Loan Proceeds, the GP Capital Contributions, and the Sponsor Loan Proceeds will be determined in
accordance with Section 3.1(3) of the Indenture.]
(3) If, after the Borrower exercises its option to redeem all Bonds, no Bonds remain
Outstanding, the Indenture is discharged, and the Borrower has satisfied all of its obligations hereunder,
the Trustee and the Issuer shall execute and deliver to the Borrower such release and other instruments as
the Borrower reasonably determines are necessary to terminate this Agreement. All further obligations of
the Borrower hereunder, except as set forth in Section 10. 10, shall thereupon terminate.
Section 8.3 Direction of Investments. Except during the continuance of an Event of Default,
the Borrower shall have the right during the Term of this Agreement to direct the Trustee to invest or
reinvest all money held for the credit of Funds established by Article 5 of the Indenture in such securities
as are authorized by law for such funds, subject, however, to the further conditions of Article 6 of the
Indenture and Section 7.7 hereof.
31
ARTICLE 9
EVENTS OF DEFAULT AND REMEDIES
Section 9.1 Events of Default. Any one or more of the following events is an Event of
Default under this Agreement, and the term "Event of Default," wherever used herein, means any one of
the following events, whatever the reason for such default and whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:
(1) if the Borrower shall fail to pay any Basic Payments on the date due under this
Agreement, and such failure continues for five days after mailing of a notice to it by the Trustee;
(2) if the Borrower shall fail to pay any Additional Charges on or before the date that the
payment is due, and shall continue to be in arrears for 30 days after mailing of a notice to it by the Issuer
or the Trustee that said Additional Charges have not been received on the due date;
(3) if the Borrower shall fail to observe and perform or shall breach any other covenant,
condition or agreement on its part under this Agreement for a period of 60 days after mailing of a notice
to it by the Issuer or the Trustee, stating that it is a "Notice of Default" hereunder and specifying such
default or breach and requesting that it be remedied;
(4) if the Borrower shall be dissolved or liquidated (other than when a new entity assumes
the obligations of the Borrower under the conditions permitting such action contained in Section 7.5) or
the Partnership Agreement shall expire or be annulled;
(5) if any representation or warranty made by the Borrower herein, or by a general partner or
Representative of the Borrower in any document or certificate furnished the Trustee or the Issuer or the
Underwriter in connection herewith or therewith or pursuant hereto or thereto, shall prove at any time to
be, in any material respect, incorrect or misleading as of the date made; or
(6) if an event of default occurs and is continuing under the Indenture or any Related
Document, subject to applicable notice and cure periods.
The Investor Limited Partner or Special Limited Partner in the Borrower shall have the right, but
not the obligation, to cure Events of Default on behalf of the Borrower.
Section 9.2 Remedies.
(1) Whenever any Event of Default shall have happened and be subsisting the Trustee may,
by written notice to the Borrower, declare all the Basic Payments payable for the remainder of the Term
of this Agreement (an amount equal to that necessary to pay in full all Outstanding Bonds and the interest
thereon assuming acceleration of the Bonds under the Indenture and to pay all other indebtedness
thereunder) to be immediately due and payable whereupon the same shall become immediately due and
payable by the Borrower.
(2) Upon the occurrence of an Event of Default, the Trustee may also take whatever action at
law or in equity may appear necessary or appropriate to collect all sums then due and thereafter to become
due, or to enforce performance and observance of any obligation, agreement, covenant, representation or
32
warranty of the Borrower, under this Agreement, or any Collateral Documents; or to otherwise
compensate the Issuer, Trustee or Bondholders for any damages on account of such Event of Default.
(3) The Issuer (without the prior written consent of the Trustee if the Trustee is not enforcing
the Issuer's right in a manner to protect the Issuer or is otherwise taking action that brings adverse
consequences to the Issuer) may take whatever action at law or in equity may appear necessary or
appropriate to enforce its rights of indemnification under Section 7.4 and to collect all sums then due and
thereafter to become due to the Issuer under Sections 3.2, 4.4, 7.4, 9.5, 10.11, 10.12, and 10.13 of this
Agreement. Notwithstanding the foregoing, the Issuer is not precluded from exercising any of its rights
reserved to it as set forth in this Section, even if the Trustee is exercising the rights of the Issuer
hereunder.
Section 9.3 Disposition of Funds. Any amounts collected pursuant to action taken under
Section 9.2 (other than sums collected for the Issuer on account of its rights to indemnification and certain
direct payments to be made to the Issuer under Sections 3.2, 4.4, 7.4, 9.5, 10.8, 10.11, 10.12, and 10.13
which sums shall be paid directly to the Issuer) shall be applied in accordance with the provisions of the
Indenture.
Section 9.4 Nonexclusive Remedies. No remedy herein conferred upon or reserved to the
Issuer or Trustee is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise
any right or power accruing upon any Event of Default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power may be exercised from time to time and as
often as may be deemed expedient. In order to entitle the Issuer (or Trustee) to exercise any remedy
reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be
herein expressly required or as may be required by law.
Section 9.5 Attorneys' Fees and Expenses. If an Event of Default shall exist under this
Agreement and the Issuer or Trustee should employ attorneys or incur other expenses for the collection of
any amounts due hereunder, or for the enforcement of performance of any obligation or agreement on the
part of the Borrower, the Borrower will upon demand pay to the Issuer or Trustee the reasonable fees of
such attorneys and such other expenses so incurred.
Section 9.6 Effect of Waiver. In the event any agreement contained in this Agreement
should be breached by either party and thereafter waived by the other party, such waiver shall be limited
to the particular breach so waived and shall not be deemed to waive any other breach hereunder.
Section 9.7 Waiver of Stay or Extension. The Borrower covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any appraisement, valuation, stay, or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants in, or the performance of, this
Agreement; and the Borrower (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Issuer or Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.
Section 9.8 Issuer May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Borrower or the property of the Borrower, the Trustee, or the Issuer
33
with the prior consent of the Trustee, shall be entitled and empowered, by intervention in such proceeding
or otherwise,
(1) to file and prove a claim and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Issuer and Trustee (for themselves and on behalf of
Bondholders) (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Issuer and Trustee, their agents and counsel) allowed in such judicial proceeding, and
(2) to collect and receive any moneys or other property payable or deliverable on any such
claims, and to distribute the same.
Section 9.9 Restoration of Positions. If the Issuer or Trustee have instituted any proceeding
to enforce any right or remedy under this Agreement, and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Issuer or Trustee, then and in every
such case the Borrower, Trustee and Issuer shall, subject to any determination in the proceeding, be
restored to the positions they held prior to commencement of such proceedings, and thereafter all rights
and remedies of the Issuer shall continue as though no such proceeding had been instituted.
Section 9.10 Suits to Protect the Project. If the Borrower shall fail to do so after thirty (30)
days prior written notice from the Issuer or Trustee, the Issuer shall have power to institute and to
maintain such proceedings as it may deem expedient to prevent any impairment of the Project or any
portion thereof, by any acts which may be unlawful or in violation of this Agreement, and such suits and
proceedings as the Issuer may deem expedient to protect its interests in the Project or any portion thereof,
including power to institute and maintain proceedings to restrain the enforcement of or compliance with
any governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the
enforcement of, or compliance with, such enactment, rule or order would impair or adversely affect the
Project or be prejudicial to the interests of the Bondholders.
Section 9.11 Performance by Third Parties. The Issuer may permit third parties to perform
any and all acts or take such action as may be necessary for and on behalf of the Borrower to cure any
Event of Default hereunder. The acceptance by the Issuer or the Trustee of any such performance by
third parties shall not in any way diminish or absolve the Borrower of primary liability hereunder.
Section 9.12 Exercise of the Issuer's Remedies by Trustee. Whenever any Event of Default
shall have happened and be subsisting the Trustee may, but except as otherwise provided in the Indenture
shall not be obliged to, exercise any or all of the rights of the Issuer under this Article 9, without notice to
the Issuer.
Section 9.13 Limited Recourse. Notwithstanding any provision or obligation to the contrary
set forth in this Agreement, (1) the liability of the Borrower and any partner, trustee, director, officer,
employee, or agent thereof (collectively, "Borrower Parties ") under this Agreement, the Security
Documents or the Mortgage shall be limited to the property subject to the Mortgage, the Security
Documents or to such other security as may from time to time be given or have been given for payment of
the Borrower's obligations under this Agreement and Bonds, and any judgment rendered against the
Borrower Parties under this Agreement, the Security Documents or the Mortgage and the Bonds shall be
limited to the property subject to the Mortgage, the Security Documents and any other security so given
for satisfaction thereof; and (2) no deficiency or other personal judgment nor any order or decree of
specific performance shall be sought or rendered against the Borrower Parties, their successors,
transferees or assigns, in any action or proceeding arising out of the Mortgage, the Security Documents,
this Agreement, the Bonds, or any judgment, order or decree rendered pursuant to any such action or
proceeding, provided, however, that nothing in this Agreement, the Security Documents, the Mortgage or
34
the Bonds shall limit the Issuer's or Trustee's ability to exercise any right or remedy that it may have with
respect to any property pledged or granted to the Issuer or the Trustee, or both of them, or to exercise any
right against the Borrower Parties or any other person or entity on account of any damage caused by fraud
or intentional misrepresentation by the Borrower or any intentional damage of the property subject to the
Mortgage. Furthermore, the Borrower shall be fully liable for the misapplication of (1) proceeds paid
prior to any foreclosure under any and all insurance policies, under which the Trustee and/or the Issuer is
named as insured, by reason of damage, loss or destruction to any portion of the property subject to the
Mortgage, to the full extent of such misapplied proceeds and awards, (2) proceeds or awards resulting
from the condemnation, or other taking in lieu of condemnation, prior to any foreclosure of the property
subject to the Mortgage, to the full extent of such misapplied proceeds and awards (3) rents, issues, profits
and revenues received or applicable to a period subsequent to the occurrence of a default under this
Agreement, the Mortgage, the Security Documents and the Bonds but prior to foreclosure, and (4)
proceeds from the sale of all or any part of the property subject to the Mortgage, the Security Documents
and any other proceeds that, under the terms hereof, should have been paid to the Issuer or the Trustee.
Furthermore, the Borrower shall be fully liable for the breach of the Borrower's covenants contained in
Sections 3.2, 4.4(1), (2) and (3), 7.4, 9.5, 10.8, 10.11, 10.12, and 10.13 of this Agreement, provided,
however, that in no event shall the Borrower or any Borrower Parties be personally liable for payment of
the principal of, premium, if any, or interest on the Bonds. The limit on the Borrower's liability set forth
in this paragraph shall not, however, be construed, and is not intended in any way, to constitute a release,
in whole or in part, of the Borrower's obligations under this Agreement or a release, in whole or in part,
or an impairment of the lien and security interest of the Mortgage, the Security Documents, this
Agreement and the Bonds upon the properties described therein, or to preclude the Issuer or the Trustee
from foreclosing the Mortgage in case of any default or enforcing any other right of the Issuer or the
Trustee, or to alter, limit or affect the liability of any person or party who may now or hereafter or prior
hereto guarantee, or pledge, grant or assign its assets or collateral as security for, the obligations of the
Borrower under the Mortgage, the Security Documents, this Agreement and the Bonds.
(The remainder of this page is intentionally left blank.)
35
ARTICLE 10
GENERAL PROVISIONS
Section 10.1 Amounts Remaining in Funds. Except during the continuance of an Event of
Default, any amounts remaining in the funds created under Article 5 of the Indenture upon expiration or
earlier termination of this Agreement, as provided herein, and after adequate provision has been made for
payment in full of the Bonds, in accordance with Article 7 of the Indenture, any Additional Charges
payable to the Trustee and Issuer, including Paying Agent's fees and expenses, and all other amounts
required to be paid under this Agreement and the Indenture, shall forthwith be paid to the Borrower.
Section 10.2 Notices. All notices, certificates or other communications hereunder shall be in
writing (except as otherwise expressly provided herein) and shall be sufficiently given and shall be
deemed given when mailed by first class mail, postage prepaid, with proper address as indicated below.
The Issuer, the Borrower, and Trustee may, by written notice given by each of them to the others,
designate any address or addresses to which notices, certificates or other communications to them shall be
sent when required as contemplated by this Agreement. Until otherwise provided by the respective
parties, all notices, certificates and communications to each of them shall be addressed as follows:
To the Issuer: City of Edina
4801 West 50t` Street
Edina, MN 55424
Attn: Finance Director
To the Borrower:
Attn:
With a copy to: Winthrop & Weinstine P.A.
222 South Sixth Street, Suite 3500
Minneapolis, MN 55402 -4629
Attn: Norman Jones, Esq.
And:
Attn:
To the Trustee:
Attn:
Section 10.3 Binding Effect. This Agreement shall inure to the benefit of and shall be binding
upon the Issuer and Borrower and their respective successors and assigns.
36
Section 10.4 Severability. In the event any provisions of this Agreement shall be held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
Section 10.5 Amendments, Changes, and Modifications. Except as otherwise provided in this
Agreement or in the Indenture, subsequent to the issuance of the Bonds and before the lien of the
Indenture is satisfied and discharged in accordance with its terms, this Agreement may not be effectively
amended, changed, modified, altered or terminated without the written consent of the Trustee.
Section 10.6 Execution Counterparts. This Agreement may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 10.7 Required Approvals. Consents and approvals required by this Agreement to be
obtained from the Borrower, the Issuer or the Trustee shall be in writing and shall not be unreasonably
withheld or delayed.
Section 10.8 Limitation on Issuer's Liability. No agreements or provisions contained in this
Agreement nor any agreement, covenant or undertaking by the Issuer contained in any document
executed by the Issuer in connection with the Project shall give rise to any pecuniary liability of the Issuer
or a charge against their general credit or taxing powers, or shall obligate the Issuer financially in any way
except with respect to the Project and the application of revenues therefrom and the proceeds of the
Bonds. No failure of the Issuer to comply with any term, condition, covenant or agreement herein shall
subject the Issuer to liability for any claim for damages, costs or other financial or pecuniary charge
except to the extent that the same can be paid or recovered from the Project or revenues therefrom or from
proceeds of the Bonds; and no execution of any claim, demand, cause of action or judgment shall be
levied upon or collected from the general credit, general funds or taxing powers of the Issuer. Nothing
herein shall preclude a proper party in interest from seeking and obtaining specific performance against
the Issuer for any failure to comply with any term, condition, covenant or agreement herein, provided that
no costs, expenses or other monetary relief shall be recoverable from the Issuer except as may be payable
from the Project or its revenues.
Section 10.9 Representations of Borrower. All representations made in this Agreement by the
Borrower are based on the best of the Borrower's knowledge of the facts and law, and no such
representations are made in reliance upon any representations made or legal advice given by the Issuer, its
Bond Counsel, or any of its agents, officers or employees.
Section 10.10 Termination. At any time when no Bonds remain Outstanding and arrangements
satisfactory to the Issuer and Trustee have been made for the discharge of all liabilities under this
Agreement, this Agreement shall terminate. All obligations of the Borrower under Sections 7.4, 7.7, 7.8,
10.11 and 10.12 shall survive termination of this Agreement.
Section 10.11 Administrative Fees, Attorneys' Fees and Costs. The Borrower shall reimburse
the Issuer, upon demand, for all costs and expenses, including without limitation attorneys' fees, paid or
incurred by the Issuer in connection with (i) the discussion, negotiation, preparation, approval, execution
and delivery of the Bonds, the Indenture, this Agreement, and the documents and instruments related
hereto or thereto; (ii) any amendments or modifications to any of the foregoing documents, instruments or
agreements and the discussion, negotiation, preparation, approval, execution and delivery of any and all
documents necessary or desirable to effect such amendments or modifications; (iii) the servicing and
administration of the Loan during the Term of this Agreement or thereafter; and (iv) the enforcement by
the Issuer during the term hereof or thereafter of any of the rights or remedies of the Issuer hereunder or
37
under the foregoing documents, or any document, instrument or agreement related hereto or thereto,
including, without limitation, costs and expenses of collection in the Event of Default, whether or not suit
is filed with respect thereto.
Section 10.12 Release. The Borrower hereby acknowledges and agrees that the Issuer, its
officers, employees and agents shall not be liable to the Borrower, and hereby releases and discharges the
Issuer, its officers, employees and agents from any liability, for any and all losses, costs, expenses
(including attorneys' fees), damages, judgments, claims and causes of action, paid, incurred or sustained
by the Borrower as a result of or relating to any action, or failure or refusal to act, on the part of the
Trustee or any other party with respect to the Bonds, the Indenture, this Agreement, or the documents and
transactions related hereto or thereto or contemplated hereby or thereby, including, without limitation, the
exercise by the Trustee or any third party (other than the Trustee) of any of its rights or remedies pursuant
to any of such documents.
Section 10.13 Audit Expenses. The Borrower agrees to pay any costs incurred by the Issuer,
including fees of Issuer's counsel, as a result of the Issuer's compliance with an audit or inquiry of any
kind, random or otherwise, by the Internal Revenue Service, the Minnesota Department of Revenue, the
Minnesota Office of the State Auditor, or any other governmental agency with respect to the Bonds, the
Series A Bonds, or the Project.
(The remainder of this page is intentionally left blank.)
38
IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Loan Agreement to be
executed by their duly authorized officers.
CITY OF EDINA, MINNESOTA
By
Its Mayor
By
Its City Administrator
Loan Agreement between the the City of Edina, Minnesota and Yorktown Continental, LP.
39
YORKTOWN CONTINENTAL, LP, a Minnesota
limited partnership
By: ,
a Minnesota limited liability company
Its: General Partner
By:
Its: Vice President
Loan Agreement between the City of Edina, Minnesota and Yorktown Continental, LP
40
EXHIBIT A
Legal Description
Im
Draft 6/20/14
COMBINATION MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS AND
FIXTURE FINANCING STATEMENT
MADE BY
YORKTOWN CONTINENTAL, LP,
as Mortgagor
IN FAVOR OF
THE CITY OF EDINA, MINNESOTA,
as Mortgagee
Dated as of July 1, 2014
Relating to:
CITY OF EDINA, MINNESOTA
MULTIFAMILY HOUSING REVENUE BONDS
( YORKTOWN CONTINENTAL, LP PROJECT)
SERIES 2014B
The maximum principal indebtedness secured by this Combination Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Financing Statement (the "Mortgage ") is $ and the
debt secured by this Mortgage matures no later than 1, 20_. This Mortgage contains after -
acquired property provisions and constitutes a fixture financing statement under Minnesota Statutes,
Section 336.9 -502. This Mortgage Is Exempt from Registry Tax Pursuant to Minnesota Statutes, Section
287.04(f).
This instrument drafted by:
Dorsey & Whitney LLP (J. Hanson)
50 South Sixth Street
Minneapolis, Minnesota 55402
COMBINATION MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS AND
FIXTURE FINANCING STATEMENT
This COMBINATION MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES
AND RENTS AND FIXTURE FINANCING STATEMENT dated as of July 1, 2014 (the "Mortgage" or
"Assignment "), is executed and delivered by YORKTOWN CONTINENTAL, LP, a Minnesota limited
partnership (the "Mortgagor" or the "Assignor ") to the CITY OF EDINA, MINNESOTA, a political
subdivision of the State of Minnesota (the "Issuer," and together with its successors and assigns as
mortgagee hereunder, the "Mortgagee" or the "Assignee ").
WHEREAS, the Mortgagor and the Mortgagee are entering into a Loan Agreement, dated as of
July 1, 2014 (the "Loan Agreement "), pursuant to which the Mortgagee will lend to the Mortgagor the
gross proceeds of its Multifamily Housing Revenue Bonds (Yorktown Continental, LP Project), Series
2014B (the "Bonds "), in the original aggregate principal amount of $ ; and
WHEREAS, the Mortgagee and [U.S. Bank National Association, as trustee] (the "Trustee ") are
entering into an Indenture of Trust, dated as of July 1, 2014 (the "Indenture "), pursuant to which the
Mortgagee will assign to the Trustee, as security for the owners of the Bonds, the Basic Payments and
covenants and all other rights and interests of the Mortgagee in the Loan Agreement (except for the rights
of the Mortgagee thereunder relating to expenses, indemnity and advances of the Mortgagee); and
WHEREAS, the Trustee is authorized by the Indenture to receive as part of the Trust Estate any
and all other property conveyed, mortgaged, assigned or transferred, or in which a security interest is
granted, by (among others) the Mortgagor, and to hold and apply the Trust Estate pursuant to the
provisions of the Indenture; and
WHEREAS, the Mortgagor has agreed to mortgage and grant a security interest in the Mortgaged
Property, as defined herein and as further described in Exhibit A hereto, to secure its obligations under the
Loan Agreement, including its obligation to make Basic Payments at times and in amounts sufficient to
pay when due the principal of, premium (if any) on and interest on the Bonds.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged; in consideration of the
purchase and acceptance of the Bonds by the persons who, from time to time, may become the owners
thereof; and to secure the due and punctual payment of any and all liabilities of the Mortgagor under the
Loan Agreement and all covenants and agreements of the Mortgagor therein, including (without
limitation) all Basic Payments payable thereunder in respect of the Bonds, and the payment of all fees and
expenses and advances of the Issuer and the Trustee under the Loan Agreement, the Indenture and this
Mortgage, the Mortgagor does hereby grant, bargain, sell, convey, and warrant and assign to the
Mortgagee, its permitted successors and assigns a lien on and security interest in, and does hereby
mortgage and pledge unto the Mortgagee, its successors and assigns, forever, with power of sale, the
following:
I.
All of its right, title and interest in and to the tracts, parcels and interests in land described in
Exhibit A hereto (the "Land ") and the buildings, structures and other improvements now standing or at
any time hereafter constructed or placed upon the Land (the "Buildings "), including but not limited to
(i) all building materials, supplies and equipment now or hereafter located on the Land and suitable or
intended to be incorporated in any building, structure, or other improvement located or to be erected on
the Land, (ii) all heating, plumbing and lighting apparatus, motors, engines and machinery, electrical
equipment, incinerator apparatus, air conditioning equipment, water and gas apparatus, pipes, faucets, and
all building service equipment and other fixtures of every description which are now or may hereafter be
placed or used upon the Land or in any building or improvement now or hereafter located thereon, (iii) all
additions, accessions, increases, parts, fittings, accessories, replacements, substitutions, betterments,
repairs and proceeds to and of any and all of the foregoing, and (iv) all hereditaments, easements,
appurtenances, estates, and other rights and interests now or hereafter belonging to or in any way
pertaining to the Land or to any building or improvement now or hereafter located thereon.
II.
All furnishings, furniture, equipment and all other tangible personal property of any nature
whatever now or hereafter located in the Buildings or elsewhere on the Land (the "Equipment "),
including all additions, accessions, increases, parts, fittings, accessories, replacements, substitutions,
betterments, repairs and proceeds to and of any and all such property, excluding any items released or
disposed of in accordance with the Loan Agreement and excluding personal property owned by tenants
occupying rental units in the Buildings.
III.
All rents, issues, condemnation awards, insurance proceeds, and similar revenues and income
arising from the ownership of the Land, the Buildings and the Equipment and all proceeds and products
thereof (collectively, the "Revenues and Income ").
To have and to hold, the Land, Buildings and Equipment (the "Mortgaged Property"), and the
Revenues and Income thereof, together with all privileges, hereditaments and appurtenances thereunto
now or hereafter belonging, or in anyway appertaining, and the proceeds thereof, unto the Mortgagee, its
successors and assigns forever,
In trust nevertheless, upon the terms and trust as part of the Trust Estate set forth in the Indenture,
for the equal and proportionate benefit, security and protection of all owners of the Bonds, without
preference, priority or distinction as to lien or otherwise of any of the Bonds over any of the others,
Provided, nevertheless, that these presents are upon the express condition that if the Mortgagor
shall pay all Basic Payments under the Loan Agreement and cause to be paid the principal of, premium (if
any) on and interest on the Bonds, and if the Mortgagor shall strictly observe and perform all of the terms,
covenants and conditions contained in the Loan Agreement and this Mortgage, then this Mortgage and the
estate, right and interest of the Mortgagee in and to the Mortgaged Property, and the Revenues and
Income thereof, shall cease and be and become void and of no force and effect, and shall be satisfied at
the Mortgagor's expense, otherwise to remain in full force and effect.
The Mortgagor and the Mortgagee further agree as follows:
2
1. Definitions. Terms used in this Mortgage not otherwise defined in this Mortgage, but
defined in the Loan Agreement or the Indenture, shall have the same meaning as in the Loan Agreement
or Indenture unless the context clearly indicates a contrary meaning.
follows:
2. Amount and Maturity of Bonds; Basic Payments. The parties represent and agree as
(a) The Bonds shall be in the aggregate principal amount of $ and the final
maturity thereof shall be 1, 20___, subject to the optional or mandatory redemption of
the Bonds, including mandatory sinking fund redemption, all as further set forth in the Indenture.
(b) Basic Payments are required to be made monthly by the Mortgagor in order to
pay principal of, premium (if any) and interest on the Bonds when and as the same shall become
due, or when required to be redeemed, as more fully provided in the Loan Agreement and
Indenture.
3. Additional Pam. Under the Loan Agreement, the Mortgagor will be obligated, in
addition to the Basic Payments described above, to pay all required rebate payments to the United States
in respect of the Bonds, the reasonable fees and expenses of the Trustee and any paying agent of the
Bonds, fees and expenses of the Issuer and any advances by the Issuer or the Trustee to meet obligations
of the Mortgagor for (among other things) taxes, special assessments, utility charges, insurance
premiums, and liens in connection with the Mortgaged Property and also to provide indemnity to the
Issuer, all as more fully provided in the Loan Agreement, which obligations are additional indebtedness
intended to be secured by this Mortgage.
4. Release of Property. Property included in the Mortgaged Property may be released from
the lien of this Mortgage as provided in the Loan Agreement and Indenture.
5. Warranty of Title; Permitted Encumbrances. The Mortgagor does hereby covenant,
represent and warrant that it is the lawful owner of and has good right and lawful authority to grant,
bargain, sell, convey, warrant, mortgage, assign and pledge the Mortgaged Property and Revenues and
Income thereof as provided herein; that the Mortgagor is and will continue to be well and truly seized of
good and marketable title to the Mortgaged Property; that the Mortgaged Property and Revenues and
Income thereof are and shall remain free and clear of all mortgages, liens, pledges, charges and
encumbrances, excepting, with respect to the Land, Permitted Encumbrances, and excepting, with respect
to any equipment, furnishings or other personal property, liens or security interests existing on the date
hereof or hereafter arising with respect to any security interest granted in connection with purchase
money acquisitions of such personal property the lien of which extends only to such purchased personal
property; and that the Mortgagor does warrant and will defend the title to the Mortgaged Property and
Revenues and Income thereof against all claims and demands whatsoever not permitted hereunder or
under the Loan Agreement. "Permitted Encumbrances" shall mean the following:
(a) liens for taxes and special assessments which are not then delinquent;
(b) utility, access and other easements and rights -of -way, restrictions, restrictive
covenants and exceptions that the Mortgagor certifies to the Mortgagee will not interfere with or
impair the operation of the Mortgaged Property, or, if it is not being operated, the operation for
which it was designed or last modified;
(c) any mechanic's, laborer's, materialman's, supplier's, or vendor's lien or right in
respect thereof if payment is not yet due under the contract in question;
(d) such minor defects, irregularities, encumbrances, easements, rights -of -way and
clouds on title as normally exist with respect to properties similar in character to the Land and
which the Mortgagor certifies to the Mortgagee do not materially impair the property affected
thereby for the purpose for which it was intended;
(e) zoning laws;
(f) liens arising in connection with workers' compensation, unemployment
insurance, taxes, assessments, statutory obligations or liens, social security legislation,
undetermined liens and charges incidental to construction, or other similar charges arising in the
ordinary course of operation and not overdue, and such other liens and charges at the time
required by law as a condition precedent to the transaction of the multifamily housing activities of
the Mortgagor or the exercise of any privileges or licenses necessary to the Mortgagor;
(g) purchase money liens on personalty as provided above in this Section 5; and
(h) exceptions, easements, restrictions and encumbrances shown as of the date of this
Mortgage on Exhibit B hereto.
6. Events of Default; Remedies. If any Event of Default as defined in the Loan Agreement
shall occur and be continuing, or if any Event of Default as defined in the Indenture shall occur and be
continuing, the Mortgagee shall have authority (i) to accelerate the Basic Payments and to declare the
Bonds immediately due and payable as provided in the Loan Agreement and Indenture, and (ii) to pursue
one or more of the remedies provided for in the Loan Agreement and Indenture respectively, and in lieu
thereof or addition thereto, one or more of the following remedies and provisions for foreclosure or
enforcement of this Mortgage:
(a) The Mortgagee may proceed to protect and enforce its rights by a suit or suits in
equity or at law, either for the specific performance of any covenant or agreement contained
herein or in aid of the execution of any power herein granted, or for the foreclosure of this
Mortgage, or for the enforcement of any other appropriate legal or equitable remedy.
(b) The Mortgagee shall have and may exercise with respect to all personal property
and fixtures which are part of the Mortgaged Property all the rights and remedies accorded upon
default to a secured party under the Uniform Commercial Code, as in effect in the State of
Minnesota. If notice to the Mortgagor of intended disposition of such property is required by law
in a particular instance, such notice shall be deemed commercially reasonable if given (in the
manner specified in the Loan Agreement and Indenture) at least 10 calendar days prior to the date
of intended disposition.
(c) The Mortgagee shall be entitled, without notice, except that which is required by
law, and without any showing of waste of the Mortgaged Property, inadequacy of the Mortgaged
Property as security, or insolvency of the Mortgagor, to the appointment of a receiver of the rents
and profits of the Mortgaged Property including those past due, as permitted by Minnesota
Statutes, Section 576.01. The Mortgagee or any receiver shall be entitled to receive and dispose
of the Revenues and Income of the Mortgaged Property and to sue for and recover any account or
other item of Revenues and Income from the Mortgagor or any account debtor or other third
person. Subject to any order of a court appointing a receiver or otherwise having jurisdiction of
the Trust Estate, the Mortgagee in its discretion may apply the Revenues and Income received by
it as provided in Minnesota Statutes, Section 576.01, Subdivision 2, as follows: (i) to the
4
application of tenant security deposits as required by Minnesota Statutes Section 504.20, (ii) to
the payment when due of prior or current real estate taxes or special assessments with respect to
the Mortgaged Property, or the periodic escrow for the payment of the taxes or special
assessments, (iii) to the payment when due of premiums for insurance of the types required by the
Loan Agreement or this Mortgage, or the periodic escrow for the payment of the premiums,
(iv) to the just and reasonable compensation of the Mortgagee for its own services and for the
services of counsel, agents and employees by it properly engaged and employed, (v) to the
reimbursement of advances made by the Mortgagee pursuant to the provisions of the Loan
Agreement or this Mortgage, (vi) to the payment of the indebtedness secured hereby, (vii) to the
expenses of operating the Mortgaged Property and conducting the business thereof, and (viii) to
the repair, maintenance, renewal, replacement or alteration of the Mortgaged Property.
(d) The Mortgagee may (and is hereby authorized and empowered to) foreclose this
Mortgage by action or advertisement, pursuant to the statutes of the State of Minnesota in such
case made and provided, power being expressly granted to sell the Mortgaged Property at public
auction and convey the same to the purchaser in fee simple and to apply the proceeds arising from
such sale, first, as provided in the Indenture, to the payment of the indebtedness secured thereby
and hereby, including all reasonable expenses, liabilities and advances of the Mortgagee and the
Bonds and interest thereon and Basic Payments relating thereto, and all legal costs and charges of
such foreclosure, which costs, charges and fees the Mortgagor agrees to pay, and, second, to the
payment of any obligations of the Mortgagor to the Issuer under the Loan Agreement, and, third,
to return any surplus to the Mortgagor or such other person as may be entitled thereto. Such sale
shall be made at public auction and at such place or places and at such time or times and upon
such notice as the Mortgagee may be advised by counsel to be consistent with the laws applicable
thereto, and upon such terms as the Mortgagee or the public officer conducting such sale may fix.
Any such sale made pursuant to judicial proceedings or advertisement shall be made either as an
entirety or in such parcels as may be directed by the court or as the Mortgagee in its sole
discretion may determine. The Mortgagor, for it and all persons and corporations hereafter
claiming through or under it, does hereby expressly waive and release all right to have the
properties and rights comprised in the Mortgaged Property or in the Trust Estate marshaled upon
any foreclosure or other enforcement hereof. The Mortgagee or public officer conducting such
sale from time to time may adjourn any such sale to be made by it by announcement at the time
and place appointed for such sale or for such adjourned sale or sales, and without further notice or
publication it may make such sale at the time to which the same shall be so adjourned, but in the
event of such adjournment or adjournments, sale shall be made within any limitation of time or
number of adjournments prescribed by law and, in any event, within six months from the date of
sale fixed in the advertisement or court order, unless notice of sale on some later date shall be
given again in the manner provided by law.
(e) Upon any foreclosure sale, the owners of any Bonds outstanding, or the Trustee,
may bid for and purchase the Trust Estate or any part thereof and upon compliance with the terms
of sale may hold, retain and possess and dispose of such property in their or its own absolute right
without further accountability, and any purchaser at any such sale may, in paying the purchase
money, turn in any of such Bonds or claims for interest in lieu of cash to the amount which shall,
upon distribution of the net proceeds of such sale, be payable thereon.
(f) Upon the completion of any sale or sales made under or by virtue of this
Mortgage and the Indenture, the Mortgagee shall execute and deliver, or cause to be executed and
delivered, to the accepted purchaser or purchasers the property sold with good and sufficient
transfers, assigning and transferring all its right, title and interest in and to the properties sold.
The Mortgagee and its successor or successors are hereby appointed the true and lawful attorney
or attorneys irrevocable of the Mortgagor in its name and stead or in the name of the Mortgagee
to make all necessary assignments, transfers and deliveries of the property thus sold, and for that
purpose, the Mortgagee and its successors may execute all necessary instruments of assignment
and transfer, and may substitute one or more persons with like power, the Mortgagor hereby
ratifying and confirming all that said attorney or attorneys or such substitute or substitutes shall
lawfully do by virtue hereof. Nevertheless, the Mortgagor, if so requested in writing by the
Mortgagee, shall ratify and confirm any such sale or sales by executing and delivering to the
Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the
judgment of the Mortgagee, for the purpose and as may be designated in such request.
(g) Upon any sale made under the power of sale hereby granted or under judgment or
decree in any judicial proceedings for the foreclosure or otherwise for the enforcement of this
Mortgage or the Indenture, the receipt of the Mortgagee or of the officer making such sale shall
be a sufficient discharge to the purchaser or purchasers at any sale for the purchase money, and
such purchaser or purchasers, their assigns or personal representatives shall not, after paying such
purchase money and receiving such receipt of the Mortgagee or of such officer therefor, be
obliged to see to the application of such purchase money, or be in anyway answerable for any
loss, misapplication, or nonapplication thereof.
(h) The Mortgagor does hereby expressly consent to sale of the Mortgaged Property
by advertisement pursuant to Minnesota Statutes, Chapter 580, which provides for sale after
service of notice thereof upon the occupant of the Mortgaged Property and publication of said
notice for six weeks in the county in which the Mortgaged Property is located, notwithstanding
that service might not be made upon the Mortgagor personally, and that no hearing of any type is
required in connection with the sale. Except as required by the aforesaid statutory provision, the
Mortgagor hereby expressly waives any and all rights to notice of sale of the Mortgaged Property
and any and all rights to a hearing of any type in connection with the sale of the Mortgaged
Property.
(i) In case of any Event of Default as aforesaid, to the extent that such rights may
then lawfully be waived, neither the Mortgagor nor anyone claiming through or under it shall or
will set up, claim, or seek to take advantage of any appraisement, valuation, stay, extension or
redemption laws now or hereafter in force in any locality where any of the Mortgaged Property
may be situated, in order to prevent or hinder the enforcement or foreclosure of this Mortgage or
the Indenture, or the absolute sale of the Mortgaged Property, or the final and absolute putting
into possession thereof, immediately after such sale, of the purchaser or purchasers thereat.
0) Any sale made under the power of sale granted hereby or under judgment or
decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this
Mortgage or the Indenture shall, if and to the extent then permitted by law, operate to divest all
right, title, interest, claims and demand whatsoever, either at law or in equity, of the Mortgagor
of, in and to the property so sold, and be a perpetual bar both at law and in equity against the
Mortgagor and against any and all persons, firms or corporations claiming or who may claim the
property sold, or any part thereof, from, through or under the Mortgagor.
7. Possession of Mortgagor. Unless a default on the part of the Mortgagor shall exist under
the Loan Agreement or an Event of Default shall exist under the Indenture, the Mortgagor shall be
entitled to the possession and disposition of the Mortgaged Property and the Revenues and Income
thereof subject, however, to the rights of the Trustee to the possession and disposition of the funds and
accounts provided for in the Loan Agreement and Indenture.
0
8. Further Assurances. As provided in the Loan Agreement, the Mortgagor shall execute,
deliver, file and record at its expense such supplements to this Mortgage, financing statements or other
documents as may be required in the opinion of counsel, including (without limitation) any supplement to
this Mortgage to particularly describe any properties which have been or are intended to become subject
to the lien hereof.
9. Amendments. This Mortgage may be amended only as provided in the Loan Agreement
and Indenture.
10. Loan Agreement and Indenture Control. Any provision in this Mortgage which is
inconsistent with the Loan Agreement or the Indenture or any provision thereof shall be interpreted as if
such provision were not contained herein and as if the provisions of the Loan Agreement and Indenture
had been fully incorporated herein. In all cases of inconsistency, and in case of any amendment of or
supplement to the Loan Agreement or Indenture, entered into in accordance with the provisions thereof,
the provisions of the Loan Agreement (as amended and supplemented) and Indenture (as amended and
supplemented) shall control. Reference is hereby made to copies of the Loan Agreement and Indenture to
be placed on file at the offices of the Mortgagor and the Trustee and at the office of the Executive
Director of the Issuer.
11. Fixture Filing. From the date of its recording, this Mortgage shall be effective as a
financing statement filed as a fixture filing with respect to all goods constituting part of the Mortgaged
Property which are or are to become fixtures related to the real estate described herein on Exhibit A. For
this purpose, the following information is set forth:
(a) Name and Address of Debtor:
Yorktown Continental, LP
Attn: David Dye
Organization Identification No.
(b) Name and Main Office Address of Secured Party:
City of Edina, Minnesota
4801 West 50th Street
Edina, Minnesota 55424
Attn: City Manager
(c) Name and Main Office Address of Assignee of Secured Party:
[U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107 -2292
Attn: Corporate Trust Department]
(d) This document covers goods which are or are to become fixtures.
12. Assignment of Leases and Rents. The Assignor does hereby grant, transfer and assign to
the Assignee (the "Assignment ") all of the right, title and interest of the Assignor in and to (i) any and all
present or future leases or tenancies, whether written or oral, covering or affecting any or all of the
Mortgaged Property (all of which, together with any and all extensions, modifications and renewals
thereof, are hereinafter collectively referred to as the "Leases" and each of which is referred to as a
"Lease "), and (ii) all rents, profits and other income or payments of any kind due or payable or to become
due or payable to or by the Assignor as the result of any use, possession or occupancy of all or any
portion of the Mortgaged Property or as the result of the use of or lease of any personal property
constituting a part of the Mortgaged Property (all of which are hereinafter collectively referred to as
"Rents "), but not including any general revenues, income or accounts receivable of the Assignor, and
whether the Rents accrue before or after foreclosure of the Mortgage or during the periods of redemption
thereof, all for the purpose of securing:
(a) All indebtedness under the Loan Agreement and all other sums secured by this
Mortgage and Assignment pertaining to the Bonds; and
(b) Performance and discharge of each and every obligation, covenant and
agreement of the Assignor contained herein and in the Loan Agreement.
13. Covenant. The Assignor warrants and covenants that it is and will remain the absolute
owner of the Rents and Leases free and clear of all liens and encumbrances other than the lien granted
herein and Permitted Encumbrances; that it has not heretofore assigned or otherwise encumbered its
interest in any of the Rents or Leases to any person other than as set forth in the Permitted Encumbrances;
that it has the right under applicable law, under the Leases, and otherwise to execute and deliver this
Assignment and keep and perform all of its obligations hereunder; that it will warrant and defend the
Leases and Rents against all adverse claims, whether now existing or hereafter arising.
14. Performance of Leases. The Assignor will faithfully abide by, perform and discharge
each and every obligation, covenant and agreement which it is now or hereafter becomes liable to observe
or perform under any present or future Lease, and, at its sole cost and expense, enforce or secure the
performance of each and every obligation, covenant, condition and agreement to be performed by the
tenant under each and every Lease, subject to such waivers or extensions of time as may be granted by
Assignee, provided that Assignee shall have the right, at any time, to rescind any such waiver or extension
of time. The Assignor will observe and comply with all provisions of law applicable to the operation and
ownership of the Mortgaged Property. The Assignor will at its sole cost and expense, appear in and
defend any action or proceeding arising under, growing out of or in any manner connected with any Lease
or the obligations, duties or liabilities of the Assignor or any tenant thereunder.
15. Collection of Rents. Unless permitted by the Mortgagee, the Assignor will not collect or
accept any Rents for the use or occupancy of the Mortgaged Property for more than one month in
advance. Security deposits shall not be deemed Rents for purposes of this paragraph.
16. Protecting the Security of This Assignment. Should the Assignor fail to perform or
observe any covenant or agreement contained in this Assignment, then the Assignee, but without
obligation to do so and without releasing the Assignor from any obligation hereunder, may make or do
the same in such manner and to such extent as the Assignee may deem appropriate to protect the security
hereof, including, specifically, without limiting its general powers, the right to appear in and defend any
action or proceeding purporting to affect the security hereof or the rights or powers of the Assignee, and
also the right to perform and discharge each and every obligation, covenant and agreement of the
Assignor contained in the Leases and in exercising any such powers to pay necessary costs and expenses,
employ counsel and pay reasonable attorneys' fees. The Assignor will pay immediately upon demand all
sums expended by the Assignee under the authority of this Assignment, together with interest thereon,
and the same shall be added to said indebtedness and shall be secured hereby.
17. Present Assignment. This Assignment shall constitute a perfected, absolute and present
assignment, provided that the Assignor shall have the right to collect, but not prior to accrual (except as
permitted by paragraph 15 above), all of the Rents, and to retain, use and enjoy the same unless and until
an Event of Default shall occur under the Loan Agreement, this Mortgage or the Indenture or the
Assignor shall have breached any warranty or covenant in this Assignment. Any Rents which accrue
prior to an Event of Default under the Loan Agreement or this Mortgage or the Indenture but are paid
thereafter shall be paid to the Assignee.
18. Survival of Obligation to Comply with Mortgage and This Assignment. All of the
Assignor's obligations under this Mortgage and Assignment shall survive foreclosure of this Mortgage
and the Assignor covenants and agrees to observe and comply with all terms and conditions of this
Mortgage and Assignment and to preclude any Event of Default from occurring under the Loan
Agreement, this Mortgage or Indenture throughout any period of redemption after foreclosure of the
Mortgage.
19. Additional Remedies. Upon the occurrence of any Event of Default specified in the Loan
Agreement, the Indenture or herein, the Assignee may, at its option, in addition to any remedies set forth
in Section 6, at any time:
(a) in the name, place and stead of the Assignor and without becoming a mortgagee
in possession (i) enter upon, manage and operate the Mortgaged Property or retain the services of
one or more independent contractors to manage and operate all or any part of the Mortgaged
Property; (ii) make, enforce, modify and accept surrender of the Leases; (iii) obtain or evict
tenants, collect, sue for, fix or modify the Rents and enforce all rights of the Assignor under the
Leases; and (iv) perform any and all other acts that may be necessary or proper to protect the
security of this Assignment.
(b) with or without exercising the rights set forth in subparagraph (a) above, give or
require the Assignor to give, notice to any or all tenants under the Leases authorizing and
directing the tenants to pay all Rents under the Leases directly to the Assignee.
(c) without regard to waste, adequacy of the security or solvency of the Assignor,
apply for, and the Assignor hereby consents to, the appointment of a receiver of the Mortgaged
Property, whether or not foreclosure proceedings have been commenced under the Mortgage, and
if such proceedings have been commenced, whether or not a foreclosure sale has occurred.
The exercise of any of the foregoing rights or remedies and the application of the rents,
profits and income pursuant to paragraph 20 shall not cure or waive any Event of Default (or
notice of default) under the Mortgage or invalidate any act done pursuant to such notice.
20. Application of Rents, Profits and Income. All Rents collected by the Assignee or the
receiver each month pursuant to subsection (b) of Section 19 above shall be applied for the purposes
referred to in subsection (a) of Section 19 hereinabove. The rights and powers of the Assignee under this
Assignment and the application of Rents under this paragraph 20 shall continue until expiration of the
redemption period from any foreclosure sale, whether or not any deficiency remains after a foreclosure
sale.
21. No Liability for Assignee. The Assignee shall not be obligated to perform or discharge,
nor does it hereby undertake to perform or discharge, any obligation, duty or liability of the Assignor
under the Leases. This Assignment shall not operate to place upon the Assignee responsibility for the
control, care, management or repair of the Mortgaged Property or for the carrying out of any of the terms
and conditions of the Leases. The Assignee shall not be responsible or liable for any waste committed on
the Mortgaged Property, for any dangerous or defective condition of the Mortgaged Property, for any
negligence in the management, upkeep, repair or control of said Mortgaged Property or for failure to
collect the Rents.
22. Assignor's Indemnification. The Assignor shall and does hereby agree to indemnify and
to hold the Assignee harmless of and from any and all claims, demands, liability, loss or damage
(including all costs, expenses, and reasonable attorney's fees in the defense thereof) asserted against,
imposed on or incurred by the Assignee in connection with or as a result of this Assignment or the
exercise of any rights or remedies under this Assignment or under the Leases or by reason of any alleged
obligations or undertakings of the Assignee to perform or discharge any of the terms, covenants or
agreements contained in the Leases which do not result from Assignee's own gross negligence or willful
misconduct. Should the Assignee incur any such liability, the amount thereof, together with interest
thereon, shall be secured hereby and the Assignor shall reimburse the Assignee therefor immediately
upon demand.
23. Authorization to Tenants. Upon notice from the Assignee that it is exercising the remedy
set forth in paragraph 19(b) of this Assignment, the tenants under the Leases are hereby irrevocably
authorized and directed to pay to the Assignee all sums due under the Leases, and the Assignor hereby
consents and directs that said sums shall be paid to the Assignee without the necessity for a judicial
determination that an Event of Default has occurred hereunder or that the Assignee is entitled to exercise
its rights hereunder, and to the extent such sums are paid to the Assignee, the Assignor agrees that the
tenant shall have no further liability to the Assignor for the same. The signature of the Assignee alone
shall be sufficient for the exercise of any rights under this Assignment and the receipt of the Assignee
alone for any sums received shall be a full discharge and release therefor to any such tenant or occupant
of the Mortgaged Property. Checks for all or any part of the Rents collected under this Assignment shall
upon notice from the Assignee be drawn to the exclusive order of the Assignee.
24. Assignee an Attorney -In -Fact. The Assignor hereby irrevocably appoints the Assignee,
and its successors and assigns, as its agent and attorney -in -fact, which appointment is coupled with an
interest, with the right but not the duty to exercise any rights or remedies hereunder and to execute and
deliver during the term of this Assignment such instruments as the Assignee may deem appropriate to
make this Assignment and any further assignment effective, including without limiting the generality of
the foregoing, the right to endorse on behalf and in the name of the Assignor all checks from tenants in
payment of Rents that are made payable to the Assignor.
25. Assignee Not a Mortp-agee in Possession. Nothing herein contained and no actions taken
pursuant to this Assignment shall be construed as constituting the Assignee a mortgagee in possession.
26. Specific Assignment of Leases. The Assignor will transfer and assign to the Assignee,
upon written notice by Assignee, any and all specific Leases that the Assignee requests. Such transfer or
assignment by the Assignor shall be upon the same or substantially the same terms and conditions as are
herein contained, and the Assignor will properly file or record such assignments, at the Assignor's
expense, if requested by the Assignee.
27. Unenforceable Provisions Severable. All rights, powers and remedies provided herein
may be exercised only to the extent that the exercise thereof does not violate any applicable law, and are
intended to be limited to the extent necessary so that they will not render this Assignment invalid,
unenforceable or not entitled to be recorded, registered or filed under any applicable law. If any term of
this Assignment shall be held to be invalid, illegal or unenforceable, the validity of other terms hereof
shall in no way be affected thereby. It is the intention of the parties hereto, however, that this Assignment
10
shall confer upon the Assignee the fullest rights, remedies and benefits available pursuant to Minnesota
Statutes, Section 559.17 and Section 576.01, Subdivision 2.
28. Limited Recourse. Notwithstanding any provision or obligation to the contrary set forth
in this Mortgage, (a) the liability of the Mortgagor and any partner, trustee, director, officer, employee, or
agent thereof (collectively, "Mortgagor Parties ") under this Mortgage or the Loan Agreement shall be
limited to the property subject to this Mortgage or to such other security as may from time to time be
given or have been given for payment of the Mortgagor's obligations under the Loan Agreement and
Bonds, and any judgment rendered against the Mortgagor Parties under this Mortgage or the Loan
Agreement and Bonds shall be limited to the property subject to this Mortgage and any other security so
given for satisfaction thereof; and (b) no deficiency or other personal judgment nor any order or decree of
specific performance shall be sought or rendered against the Mortgagor Parties, their successors,
transferees or assigns, in any action or proceeding arising out of this Mortgage, the Loan Agreement, the
Bonds, or any judgment, order or decree rendered pursuant to any such action or proceeding; provided,
however, that nothing in this Mortgage, the Loan Agreement or the Bonds shall limit the Issuer's or
Trustee's ability to exercise any right or remedy that it may have with respect to any property pledged or
granted to the Issuer or the Trustee, or both of them, or to exercise any right against the Mortgagor or any
other person or entity on account of any damage caused by fraud or intentional misrepresentation by the
Mortgagor or any intentional damage of the property subject to the Mortgage. Furthermore, the
Mortgagor shall be fully liable for the misapplication of (i) proceeds paid prior to any foreclosure under
any and all insurance policies, under which the Trustee and/or the Issuer is named as insured, by reason of
damage, loss or destruction to any portion of the property subject to this Mortgage, to the full extent of
such misapplied proceeds and awards, (ii) proceeds or awards resulting from the condemnation, or other
taking in lieu of condemnation, prior to any foreclosure of the property subject to this Mortgage, to the
full extent of such misapplied proceeds and awards (iii) rents, issues, profits and revenues received or
applicable to a period subsequent to the occurrence of a default under this Mortgage, the Loan Agreement
and the Bonds but prior to foreclosure, and (iv) proceeds from the sale of all or any part of the property
subject to this Mortgage and any other proceeds that, under the terms hereof, should have been paid to the
Issuer or the Trustee. Furthermore, the Mortgagor shall be fully liable for the breach of the Mortgagor's
covenants contained in Sections 3.2, 4.4 (1), (2) and (3), 7.4, 9.5, 10.11 and 10.12 of the Loan Agreement;
provided, however in no event shall the Mortgagor Parties be personally liable for payment of the
principal of, premium, if any, or interest on the Bonds. The limit on the Mortgagor's liability set forth in
this paragraph shall not, however, be construed, and is not intended in any way, to constitute a release, in
whole or in part, of the Mortgagor's obligations under the Loan Agreement or a release, in whole or in
part, or an impairment of the lien and security interest of this Mortgage, the Loan Agreement and the
Bonds upon the properties described therein, or to preclude the Issuer or the Trustee from foreclosing this
Mortgage in case of any default or enforcing any other right of the Issuer or the Trustee, or to alter, limit
or affect the liability of any person or party who may now or hereafter or prior hereto guarantee, or
pledge, grant or assign its assets or collateral as security for, the obligations of the Mortgagor under this
Mortgage, the Loan Agreement and the Bonds.
29. Extended Use Agreement. The Mortgagor and Mortgagee agree that the lien of this
Mortgage shall be subordinate to the portion of an extended low- income housing commitment (as such
term is defined in Section 42(h)(6)(B) of the Internal Revenue Code of 1986, as amended) (the "Extended
Use Agreement ") to be recorded against the Land that restricts the operation of the Buildings for a period
of three years following foreclosure or transfer by instrument in lieu of foreclosure. All other provisions
of such Extended Use Agreement may terminate upon foreclosure under this Mortgage or transfer of the
Mortgaged Property by instrument in lieu of foreclosure (or comparable conversion of the Bonds, in
accordance with Section 42(h)(6)(E) of the Internal Revenue Code of 1986, as amended).
11
30. Successors and Assigns. The covenants and agreements herein contained shall bind, and
the rights hereunder shall inure to the respective successors and assigns of the Assignor and the Assignee,
including any purchaser at a foreclosure sale.
31. Captions. The captions and headings of the paragraphs of this Mortgage are for
convenience only and shall not be used to interpret or define the provisions of this Mortgage.
(The remainder of this page is intentionally left blank.)
12
YORKTOWN CONTINENTAL, LP, Minnesota
limited partnership
By:
Its: General Partner
go
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )
Its
The foregoing instrument was acknowledged before me this day of July, 2014, by
, the of a Minnesota limited liability
company, the general partner of Yorktown Continental, LP, a Minnesota limited partnership, for and on
behalf of the limited partnership.
Notary Public
[Signature Page - Combination Mortgage, Security Agreement, Assignment of Leases and Rents and
Fixture Financing Statement]
S -1
EXHIBIT A
to
Combination Mortgage, Security Agreement,
Assignment of Leases and Rents
and Fixture Financing Statement
LEGAL DESCRIPTION
A -1
EXHIBIT B
to
Combination Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Financing Statement
(Permitted Encumbrances)
Those encumbrances shown on Schedule B of Commitment No. with respect to the mortgaged
property.
IM
DRAFT 6/20/14
REGULATORY AGREEMENT
between
THE CITY OF EDINA, MINNESOTA
as City
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
and
YORKTOWN CONTINENTAL, LP
as Borrower
Dated as of July 1, 2014
This Instrument Drafted by:
Dorsey & Whitney LLP
50 South Sixth Street
Minneapolis, Minnesota 55402
TABLE OF CONTENTS
Page
Section 1.
Federal Tax Covenants Relating to the Project .......................... ..............................3
Section 2.
State Law Covenants of Borrower Relating to the Project; Maximum Rent ...........
4
Section 3.
Occupancy Restrictions ............................................................. ..............................5
Section4.
[ Reserved] .................................................................................. ..............................6
Section 5.
Term of Restrictions .................................................................. ..............................6
Section 6.
Transfer Restrictions .................................................................. ..............................7
Section7.
Enforcement ............................................................................... ..............................8
Section 8.
Indemnification .......................................................................... ..............................9
Section9.
Amendment ................................................................................ ..............................9
Section10.
Severability ................................................................................ ..............................9
Section11.
Notices ....................................................................................... ..............................9
Section12.
Governing Law ......................................................................... .............................10
Section13.
Attorneys' Fees .......................................................................... .............................10
Section 14.
Regulatory Agreement Binding; Covenants Run with the Land ...........................10
EXHIBIT A
Legal Description ................................................................. ...............................
A -1
EXHIBIT B
Form of Income Certification .................................................. ............................B
-1
i
REGULATORY AGREEMENT
THIS REGULATORY AGREEMENT, dated as of July 1, 2014 (this "Regulatory
Agreement "), is made and entered into between the City of Edina, Minnesota, a body corporate
and politic of the State of Minnesota (the "City "), U.S. Bank National Association, a national
banking association, as trustee (the "Trustee ") under that certain Trust Indenture, dated as of July
1 (the "Indenture "), and Yorktown Continental, LP, a Minnesota limited partnership (the
"Borrower "), as the owner of the property described in EXHIBIT A hereto.
RECITALS
WHEREAS, the City is authorized to issue bonds to provide financing for multifamily
housing developments in accordance with the terms of Minnesota Statutes, Chapter 462C, as
amended.
WHEREAS, for the purpose of financing the acquisition, rehabilitation, and equipping by
Borrower of an existing 264 -unit building containing 262 one - bedroom units and two two -
bedroom units as a senior low- income housing project located at 7151 York Avenue South in the
City (the "Project"), the City will issue its $ Multifamily Housing Revenue Bonds
(Yorktown Continental, LP Project), Series 2014A (the "Series 2014A Bonds ") and its
Multifamily Housing Revenue Bonds (Yorktown Continental, LP Project), Series 2014B (the
"Series 2014B Bonds "; together with the Series 2014A Bonds, the "Bonds "), in the original
aggregate principal amount of $ pursuant to the Indenture.
WHEREAS, the City will loan the proceeds derived from the sale of the Bonds to the
Borrower pursuant to a Loan Agreement dated as of July 1, 2014 (the "Loan Agreement ")
between the Borrower and the City.
WHEREAS, for good and valuable consideration, the City, the Trustee and the Borrower
have determined to enter into this Regulatory Agreement in order to impose on the Project
certain requirements of the Code (as hereinafter defined) and of the Act (as hereinafter defined)
applicable to thereto.
NOW, THEREFORE, the City, the Trustee and the Borrower do hereby impose upon the
Project the following covenants, restrictions, charges, and easements, which shall run with the
land and shall be binding and a burden upon the Project and all portions thereof, and upon any
purchaser, grantee, owner, or lessee of any portion of the Project and any other person or entity
having any right, title, or interest therein and upon the respective heirs, executors, administrators,
devisees, successors, and assigns of any purchaser, grantee, owner, or lessee of any portion of the
Project and any other person or entity having any right, title, or interest therein, for the length of
time that this Regulatory Agreement shall be in full force and effect.
2
Section 1. Federal Tax Covenants Relating to the Project
The Borrower represents, warrants and covenants with respect to the Project as follows:
a) The Project will be acquired, rehabilitated and equipped for the purpose of
providing multifamily residential rental property, and the Project constitutes and will constitute a
"qualified residential rental project," as such term is used in Section 142(a)(7) of the Code.
b) At no time will either the Borrower or any related party occupy a unit in the
Project other than units occupied or to be occupied by agents, employees or representatives of
the Borrower and reasonably required for the proper maintenance or management of the Project.
In the event a unit within the Project is occupied by the Borrower, the Project must include no
fewer than four units not occupied by the Borrower.
C) The Project consists of one "development" and, for this purpose, proximate
buildings or structures are part of the same development only if owned for federal income tax
purposes by the same person and if the buildings are financed pursuant to a common plan.
Buildings or structures are proximate if they are all located on a single parcel of land or several
parcels of land which are contiguous except for the interposition of a road, street, stream or
similar property.
d) All of the units in the Project will contain complete living, sleeping, eating,
cooking, and sanitation facilities for a single person or a family.
e) None of the units in the Project will at any time be utilized on a transient basis, or
used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, hospital,
sanitarium or rest home.
f) The Borrower shall not restrict Qualifying Tenants (as defined in Section 3(a)
hereof) from the enjoyment of unrestricted access to all common facilities and common areas of
the Project.
g) The Borrower shall not discriminate on the basis of race, creed, color, sex, or
national origin in the lease, use or occupancy of the Project or in connection with the
employment or application for employment of persons for the operation and management of the
Project.
h) No part of the Project constitutes commercial property, and no health care
services will be furnished by the Borrower to residents of the Project.
i) All records of the Borrower relating to the Project, including all tenant lists and
applications, shall be maintained in the State of Minnesota (the "State ") in a reasonable condition
for proper audit and subject to examination during business hours by representatives of the City
or Trustee, upon reasonable notice provided to the Borrower.
j) The proceeds of the Bonds will be used in accordance with the representations,
warranties and covenants of Section _ of the Loan Agreement.
k) All tenant leases shall be expressly subordinate to any mortgage on the Project,
with the exception of any restrictions imposed under Section 42(h)(6) of the Code, and all leases
of units to Qualifying Tenants shall contain clauses, among others, wherein each individual
lessee
1. certifies the accuracy of the statements made in its application and
Certification of Tenant Eligibility (as defined in Section 3(b) hereof);
2. agrees that the family income, family composition and other eligibility
requirements at the time the lease is executed shall be deemed substantial and material
obligations of his or her tenancy; that he or she will comply promptly with all requests for
income, family composition and other information relevant to determining low- or
moderate - income status from the Borrower or Trustee; and that his or her failure or
refusal to comply with a request for information with respect thereto shall be deemed a
violation of a substantial obligation of his or her tenancy; and
3. agrees that his or her lease may be terminated on thirty (30) days' notice
after any noncompliance by such tenant if such noncompliance would adversely affect
the federal tax- exempt status of interest on the Bonds.
Section 2. State Law Covenants of Borrower Relating to the Project; Maximum Rent
The Borrower represents, warrants and covenants with respect to the Project as follows:
a) The Borrower understands that the City is authorized to issue the Bonds to
finance the Project only if the Project complies with the restrictions set forth in Minnesota
Statutes, Section 474A.047, and that the Project is a "project" as described in Subdivision 1(a) of
such Section.
b) Consistent with the requirements of Minnesota Statutes, Section 474A.047,
Subdivision 2, for fifteen (15) years after the date hereof, the maximum rental rates of at least
twenty percent (20 %) of the units in the Project will not exceed the area fair market rent or
exception fair market rents for existing housing, if applicable, as established by the federal
Department of Housing and Urban Development. The Borrower shall annually certify for said
fifteen (15) years that the rental rates are within these limitations and provide a copy of the
annual certification to the State Commissioner of Finance, the City and the Trustee.
C) The Borrower understands that Minnesota Statutes, Section 474A.047,
Subdivision 3, requires that the Borrower's compliance with the rental rate requirements of the
Section be monitored. The City, the Trustee or one or more agents acting on its or their behalf
(the "Monitor ") may monitor such compliance and issue an order of noncompliance if the Project
is found to be out of compliance with these requirements. If the Monitor issues an order of
noncompliance, the Borrower shall pay an initial penalty to the City equal to one -half of one
percent (0.5 %) of the total amount of bonds issued for the Project under Minnesota Statutes,
Chapter 474A. For each additional year the Project is out of compliance, as evidenced by an
order of noncompliance issued by the Monitor, the Borrower shall pay an additional penalty,
which penalty must be increased in each instance by one -half of one percent (0.5 %) of the total
amount of such bonds. Insubstantial violations may be waived. No order of noncompliance
shall become final and effective until thirty (30) days after its dated date, or longer if the
Borrower, in good faith, contests the validity or accuracy of the order.
4
This Section 2 is limited in its entirety to applicable provisions of Minnesota Statutes,
Chapters 462C and 474A, but does not limit any other obligations of the Borrower under this
Regulatory Agreement.
Section 3. Occupancy Restrictions
For the period specified in Section 5 hereof, the Borrower represents, warrants and
covenants as follows:
a) Federal Tax Requirements. "Qualifying Tenants" means those persons and
families (treating all occupants of a unit as a single family) who shall be determined from time to
time by the Borrower to be eligible as "...individuals whose income is sixty percent (60 %) or less
of area median gross income..." within the meaning of Section 142(d)(2)(A) of the Code. For
purposes of this definition, the occupants of a residential unit shall not be deemed to be
Qualifying Tenants if all the occupants of such residential unit at any time are "students," as
defined in Section 151(c)(4) of the Code, no one of whom is entitled to file a joint return under
Section 6013 of the Code.
At least forty percent (40 %) of the completed units in the Project shall be occupied (or
treated as occupied as provided herein) by Qualifying Tenants and such units will be of
comparable quality and will be a range of sizes and numbers of bedrooms comparable to those
units which are available to other tenants. In determining the applicable income limit, the
Borrower shall apply the provisions of Revenue Ruling 89 -24. "Income" shall be determined in
a manner consistent with determinations of lower- income families under Section 8 of the United
States Housing Act of 1937 (and as presently set forth in 24 CFR 813.106).
The determination of whether an individual or family is of low- or moderate - income shall
be made at the time the tenancy commences and on an ongoing basis thereafter, determined at
least annually. Any unit occupied by an individual or family who is a Qualifying Tenant at the
commencement of occupancy shall not continue to be treated as if occupied by a Qualifying
Tenant during their tenancy in such unit if such individual or family subsequently ceases to be of
low- or moderate - income unless such individual's or family's income does not exceed 140% of
the maximum income qualifying as low- or moderate - income for a family of its size. In the
event that a unit does cease to be treated as occupied by a Qualifying Tenant for such reason, and
thereupon less than forty percent (40 %) of the completed units in the Project would not be
occupied (or treated as occupied) by Qualifying Tenants, the next vacant unit of comparable or
smaller size not previously occupied by a Qualifying Tenant must be rented to a Qualifying
Tenant.
Any completed unit vacated by a Qualifying Tenant shall be treated as occupied by a
Qualifying Tenant until reoccupied (on other than a temporary basis not in excess of 31 days), at
which time a redetermination shall be made as to whether the unit is occupied by a Qualifying
Tenant. The Borrower shall make reasonable efforts to rent the vacated unit, or the next
available unit of comparable or smaller size, to a Qualifying Tenant before any similar units in
the Project are rented to tenants not constituting Qualifying Tenants.
b) Certification of Tenant Eligibility. As a condition to initial and continuing
occupancy, each person who is intended to be a Qualifying Tenant on and after the date of this
Regulatory Agreement shall be required annually to sign and deliver to the Borrower a
Certification of Tenant Eligibility in the general form attached hereto as Exhibit B (the
"Certification of Tenant Eligibility "), in which the prospective Qualifying Tenant certifies that he
or she or his or her family qualifies as being of low- or moderate - income. In addition, such
person shall be required to provide whatever other information, documents or certifications are
deemed necessary by the Trustee to substantiate the eligibility certification, on an ongoing
annual basis.
C) Lease. The form of lease to be utilized by the Borrower in renting any units in the
Project on and after the date of this Regulatory Agreement to any person who is intended to be a
Qualifying Tenant shall provide for termination of the lease and consent by such person to
immediate eviction in accordance with applicable law for failure to qualify as a Qualifying
Tenant as a result of any material misrepresentation made by such person with respect to the
Certification of Tenant Eligibility.
d) Retention. Certifications of Tenant Eligibility will be maintained on file by the
Borrower with respect to each Qualifying Tenant who resides in a Project unit or resided therein
during the immediately preceding calendar year, commencing with the calendar year ending
December 31, 2014, and the Borrower will file a copy thereof with the Trustee.
e) Annual Certification to United States Treasury Department. During the term of
this Regulatory Agreement, on or before June 30 of each calendar year (or on or before such
other date as may hereafter be prescribed by the Code), the Borrower shall
1. certify to the United States Treasury Department (on Form 8703 or such
other form as may hereafter be prescribed by the Code or the Treasury Department) that
the Project continues to meet the requirements of Section 142(d) of the Code, and
2. provide a copy of such annual certification to the Trustee. The Borrower
shall provide a similar certification to the Trustee more frequently than annually (but not
more frequently than quarterly), upon request by the Trustee.
Section 4. [Reserved]
Section 5. Term of Restrictions
a) Occupancy Restrictions. The Occupancy Restrictions set forth in Section 3 hereof
take effect on the first day on which ten percent (10 %) of the residential units in the Project are
occupied and end on the latest of the following:
1. the date which is 15 years after the date on which at least 50% of the units
in the Project were first occupied;
2. the first day on which none of the Bonds are Outstanding; or
3. the date on which any assistance provided with respect to the Project
under Section 8 of the United States Housing Act of 1937 terminates.
b) Reserved .
CI
C) Earlier Termination of Restrictions. Notwithstanding the provisions of (a) and (b)
of this Section 5, this Regulatory Agreement and all other restrictions hereunder shall terminate
upon foreclosure of a mortgage or transfer of title to the Project by deed in lieu of foreclosure
and retirement of the Bonds; provided, however, that the restrictions pursuant to Section 42(h)(6)
of the Code shall survive foreclosure for three (3) years.
In addition, this Regulatory Agreement and the restrictions hereunder shall also cease to
apply in the event of an involuntary noncompliance caused by unforeseen events such as fire,
seizure, requisition, a change in federal law or an action of a federal agency after the date of
issue of the Bonds which prevents the Trustee from enforcing the requirements of this
Regulatory Agreement or condemnation or similar event; provided in all such cases that
the Bonds are retired as soon as reasonably practicable, or
2. any insurance proceeds or condemnation award or other amounts received
as a result of such loss or destruction are used to provide a project which meets the
requirements of Section 142(d) or any successor provision of the Code and applicable
Treasury Regulations, or any successor law or regulation, in which case this Regulatory
Agreement shall be automatically reinstated as to such successor project.
However, the foregoing provisions of this paragraph shall cease to apply in the event of
foreclosure, transfer of title by deed in lieu of foreclosure or similar event if, at any time
subsequent to such event and during the period set forth in paragraph (a) of this Section 5, the
Borrower or a related person obtains an ownership interest in the Project for federal tax purposes.
d) Termination of Regulatory Agreement. Unless earlier terminated pursuant to the
provisions of paragraph (c) of this Section 5, this Regulatory Agreement shall terminate upon the
later of the termination of the Occupancy Restrictions as provided in paragraph (a) of this
Section 5.
e) Removal from Real Estate Records. Upon delivery by the Borrower to the
Trustee of an opinion of independent counsel that the conditions to termination of this
Regulatory Agreement have been met, the Trustee shall, upon request by the Borrower or its
assigns, file any documentation prepared by the Borrower and approved by independent counsel
as necessary to remove this Regulatory Agreement from the real estate records of Hennepin
County, Minnesota.
Section 6. Transfer Restrictions
The Borrower shall cause or require as a condition precedent to any conveyance, transfer,
assignment or any other disposition of the Project prior to the termination of the [Rental
Restrictions and] Occupancy Restrictions provided herein (the "Transfer ") that the transferee of
the Project, pursuant to the Transfer, will assume in writing, in a form acceptable to Dorsey &
Whitney LLP, or any other attorney at law or firm of attorneys, of nationally- recognized standing
in matters pertaining to the federal tax exemption of interest on bonds and other obligations
issued by states and political subdivisions thereof, duly admitted to practice law before the
highest court of any state of the United States of America ( "Bond Counsel "), all duties and
obligations of the Borrower under this Regulatory Agreement, including this Section 6.
7
Section 7. Enforcement
a) The Borrower shall, upon reasonable notice and during normal business hours,
permit any duly authorized representative of the Trustee to inspect any books and records of the
Borrower regarding the Project and the operation thereof, including the incomes of Qualifying
Tenants.
b) The Borrower shall submit upon request any information, documents or
certificates which the Trustee or City deem reasonably necessary to substantiate the Borrower's
continuing compliance with the provisions of this Regulatory Agreement or the Code.
C) The Borrower covenants that it will not knowingly take or permit any action that
would adversely affect the exclusion of interest on the Bonds from gross income of the owners
thereof for purposes of federal income taxation. Moreover, the Borrower covenants to take any
lawful action (including amendment of this Regulatory Agreement as may be necessary, in the
opinion of bond counsel reasonably acceptable to the Trustee) to comply fully with all applicable
rules, rulings, policies, procedures, regulations or other official statements promulgated or
proposed by the Department of the Treasury or the Internal Revenue Service from time to time
pertaining to obligations the interest on which is tax- exempt under Section 142(d) or any
successor provision of the Code and affecting the Project.
d) If the Borrower defaults in the performance or observance of any covenant,
agreement or obligation of the Borrower set forth in this Regulatory Agreement and such default
remains uncured for a period of 30 days after written notice thereof is given by the Trustee to the
Borrower, or within such further time as Bond Counsel determines is necessary to correct the
violation without loss of tax exemption of interest on the Bonds, but not to exceed any
limitations set by applicable regulations, then the Trustee may
1. institute and prosecute any proceeding at law or in equity to abate, prevent
or enjoin such default, or to recover money damages caused by such default (including,
without limitation, issuing an order of noncompliance for substantial violations pursuant
to Minnesota Statutes, Section 474A.047, Subdivision 3, and assessing the annual penalty
authorized thereby, but not to accelerate repayment of amounts due under the Loan
Agreement except as may be permitted by the Loan Agreement), and
2. exercise any remedies available pursuant to the Loan Agreement,
Indenture or any mortgage on the Project.
Any default may be cured by the Borrower's limited partners, and any such cure shall be
accepted or rejected on the same basis as any cure by the Borrower. The Borrower agrees that an
action to recover money damages for default will not be an adequate remedy at law, and the
Trustee shall have the right to institute an action for and seek specific performance by the
Borrower to remedy such default. The Monitor agrees, before issuing a notice of noncompliance
pursuant to Minnesota Statutes, Section 474A.047, Subdivision 3, to give the Borrower a draft of
the notice and to give the Borrower 90 days to respond to said draft. The provisions hereof are
imposed upon and made applicable to the Project and shall run with the Project and shall be
enforceable against the Borrower, each purchaser, grantee, owner or lessee of the Project, and the
respective heirs, legal representatives, successors and assigns of the Borrower and each such
purchaser, grantee, owner or lessee.
No delay in enforcing the provisions hereof as to any breach or violation shall impair,
damage or waive the right of any party entitled to enforce the same or to obtain relief against or
recover for the continuation or repetition of such breach or violation or any similar breach or
violation thereof at any later time or time.
e) The Borrower acknowledges that the primary purpose for requiring compliance
by the Borrower with the restrictions provided in this Regulatory Agreement is to comply with
the Code and to preserve the federal income tax exemption of interest on the Bonds to the
owners thereof, and that the Trustee, on behalf of the owners of the Bonds, who are declared to
be third -party beneficiaries of this Regulatory Agreement, shall be entitled, for any breach of the
provisions hereof, to all remedies both at law and in equity in the event of any default hereunder.
Section 8. Indemnification
The Borrower hereby indemnifies, and agrees to defend and hold harmless, the Trustee
from and against all liabilities, losses, damages, costs, expenses (including attorneys' fees and
expenses), causes of action, suits, allegations, claims, demands and judgments of any nature
arising from the consequences of a legal or administrative proceeding or action brought against
it, on account of any failure by the Borrower to comply with the terms of this Regulatory
Agreement, or on account of any representation or warranty of the Borrower contained herein
being untrue, including, without limitation, any action for damages, or for payment or
reimbursement of taxes, penalties and interest, brought by the owners of the Bonds or state or
federal taxing authorities as a result of the interest on the Bonds becoming includable in gross
income of the owners thereof for federal and State income tax purposes; provided, however, that
the Borrower shall not be required to indemnify the Trustee for any claims which arise from the
negligence or malfeasance of the Trustee. These provisions shall survive payment of the Bonds
and termination of this Regulatory Agreement and the Indenture.
Section 9. Amendment
It is agreed that the parties hereto shall promptly amend this Regulatory Agreement (in a
form suitable for recording)
a) to the extent and when necessary or advisable, in the opinion of bond counsel
reasonably acceptable to the Trustee, to preserve the exclusion of interest on the Bonds from
gross income of the owners thereof for purposes of federal income taxation, and
b) to the extent requested by either party if, in the opinion of such bond counsel,
such amendment will not adversely affect the federal tax exemption of interest on the Bonds and
is in compliance with the Act.
Section 10. Severability
The invalidity of any clause, part or provision of this Regulatory Agreement shall not
affect the validity of the remaining portions thereof.
Section 11. Notices
All notices to be given pursuant to this Regulatory Agreement shall be in writing and
shall be deemed given when mailed by certified or registered mail, return receipt requested, or
9
hand - delivered, to the parties hereto at their respective addresses set forth below. Each notice,
certificate or other communication given hereunder by the Borrower shall be given to the Trustee
at the address set forth below. The Borrower and Trustee may, by notice given hereunder,
designate any further or different addresses to which subsequent notices, certificates or other
communications shall be sent. The initial addresses for notices and other communications are as
follows:
To the Borrower: Yorktown Continental, LP
[ADDRESS]
[CITY, STATE]
Attn: [CONTACT NAME]
With a copy to: Winthrop & Weinstine, P.A.
Capella Tower, Suite 3500
225 South Sixth Street
Minneapolis, Minnesota 55402 -4629
Attn: Norm Jones
To the Trustee: U.S. Bank National Association
60 Livingston Avenue, 3rd Floor
EP- MN -WS3C
St. Paul, MN 55107 -2292
Attention: Corporate Trust Services
To the City: City of Edina, Minnesota
4801 W. 50th St.
Edina, Minnesota 55424
Attn: City Manager
Section 12. Governing Law
This Regulatory Agreement shall be governed by the laws of the State and, where
applicable, the laws of the United States of America.
Section 13. Attorneys' Fees
In case of any action at law or in equity, including an action for declaratory relief,
brought against the Borrower to enforce the provisions of this Regulatory Agreement, the
Borrower agrees to pay reasonable attorneys' fees and other reasonable expenses incurred by the
Trustee in connection with such action.
Section 14. Regulatory Agreement Binding; Covenants Run with the Land
This Regulatory Agreement and the covenants contained herein shall run with the land
and shall bind the Borrower (including each general, special or limited partner of the Borrower,
each of whom the Borrower hereby represents to have authorized the Borrower to bind by this
Regulatory Agreement, and, to the extent controlled by the Borrower or any of the foregoing,
each person who is "related" to any of the foregoing within the meaning of Section 147(a) of the
Code), its heirs, legal representatives, executors, administrators, successors in office or interest,
10
and assigns, and all subsequent owners of the Project or any interest therein, and the benefits
hereof shall inure to the Trustee and its successors and assigns, for the term of this Regulatory
Agreement as provided in Section 5 hereof.
11
IN WITNESS WHEREOF, the parties have caused this Regulatory Agreement to be
signed by their respective duly authorized representatives as of the day and year first written
above.
CITY OF EDINA, MINNESOTA
By:
Mayor
By:
City Manager
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of
, 2014, by James Hovland, the Mayor, and Scott Neal, the City Manager, of the City
of Edina, Minnesota, on behalf of the City.
Notary Public
[SIGNATURE PAGE OF THE BORROWER TO THE REGULATORY AGREEMENT]
YORKTOWN CONTINENTAL, LP
By:
General Partner
By:
[TITLE]
STATE OF MINNESOTA )
ss
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of
2014, by the of
, a Minnesota , the general partner of
Yorktown Continental, LP, a Minnesota limited partnership, for and on behalf of the limited
partnership.
Notary Public
[EXECUTION PAGE OF THE TRUSTEE TO THE REGULATORY AGREEMENT]
U.S. BANK NATIONAL ASSOCIATION
STATE OF MINNESOTA )
ss.
COUNTY OF RAMSEY )
[TITLE]
The foregoing instrument was acknowledged before me this _
, 2014, by , the
National Association, a national association, on behalf of the banking association.
Notary Public
_ day of
of U.S. Bank
EXHIBIT A
Legal Description
A -1
EXHIBIT B
Form of Income Certification
TENANT INCOME CERTIFICATION
Effective Date:
Last Name
Move -in Date:
❑ Initial Certification ❑ Recertification ❑ Other
(MM/DD/YY):
PART I. DEVELOPMENT DATA
Property Name:
County:
BIN #:
Address:
Unit Number:
# Bedrooms:
PART H. HOUSEHOLD COMPOSITION
HH
Br #
Last Name
First Name & Middle
Initial
Relationship to
Head of Household
Date of Birth
(MM/DD/YY)
F/T Student
(Y or N)
Social Security or
Alien Reg. No.
1
HEAD
2
3
TOTALS
$
$
4
$
Add totals from (A) through (D) above
TOTAL INCOME (E):
$
$
5
Enter Column (H) Total Passbook Rate
if over $5,000 $ x 2.00% _ (J) Imputed Income
Enter the greater of the total column I, or J: imputed income TOTAL INCOME FROM ASSETS (K)
$
$
(L) Total Annual Household Income from all sources [Add (E) + (K)]
$
6
PART III. GROSS ANNUAL INCOME (USE ANNUAL AMOUNTS)
HH
Br #
(A)
Employment or Wages
(B)
Soc. Security / Pensions
(C)
Public Assistance
(D)
Other Income
(G)
C/I
(H)
Cash Value of Asset
(I)
Annual Income from Asset
TOTALS
$
$
$
$
Add totals from (A) through (D) above
TOTAL INCOME (E):
$
IM
PART IV. INCOME FROM ASSETS
HH
Mbr#
(F)
Type of Asset
(G)
C/I
(H)
Cash Value of Asset
(I)
Annual Income from Asset
TOTALS:
$
$
Enter Column (H) Total Passbook Rate
if over $5,000 $ x 2.00% _ (J) Imputed Income
Enter the greater of the total column I, or J: imputed income TOTAL INCOME FROM ASSETS (K)
$
$
(L) Total Annual Household Income from all sources [Add (E) + (K)]
$
IM
HOUSEHOLD CERTIFICATION & SIGNATURES
The information on this form will be used to determine maximum income eligibility. Uwe have provided for each person(s) set forth in Part II acceptable verification of
current anticipated annual income. I /we agree to notify the landlord immediately upon any member of the household moving out of the unit or any new member
moving in. I /we agree to notify the landlord immediately upon any member becoming a full -time student.
Under penalties of perjury, Uwe certify that the information presented in this Certification is true and accurate to the best of my /our knowledge and belief. The
undersigned further understands that providing false representations herein constitutes an act of fraud. False, misleading or incomplete information may result in the
termination of the lease agreement.
Signature (Date) Signature (Date)
Signature (Date) Signature (Date)
PART V. DETERMINATION OF INCOME ELIGIBILITY
TOTAL ANNUAL HOUSEHOLD Household Meets RECERTIFICATION ONLY:
INCOME FROM ALL SOURCES $
Income Restriction
From Item (L) on page 1
at: Current Income Limit x 140%
❑ 60% ❑ 50%
❑ 40% ❑ 30% $
Current Income Limit per Family Size: $
❑ % Household income exceeds 140% at
recertification:
Household Income at Move -in $
❑ Yes ❑ No
Household Size at Move -in:
PART VI. RENT
Tenant Paid Rent $
Rent Assistance: $
Utility Allowance $
Other non - optional charges: $
GROSS RENT FOR UNIT:
Tenant paid rent plus Utility
Unit Meets Rent Restriction at:
Allowance and other non - optional $
charges)
❑ 60% [150% ❑ 40% ❑ 30% ❑ _%
Maximum Rent Limit for this unit: $
PART VII. STUDENT STATUS
ARE ALL OCCUPANTS FULL -TIME
If yes, enter student explanation" Student explanation:
STUDENTS?
(also attach documentation) 1. TANF assistance
2. Job training program
❑ yes ❑ no
Enter 3. Single parent/dependent child
*Exception 4 for marr6e&joint return eq the only exception
1 -4 4. Married/joint return_*_
av2olable for units necessgry to qualffify tax - exempt honds
PART VIII. PROGRAM TYPE
Mark the program(s) listed below (a. through e.) for which this household's unit will be counted toward the property's occupancy requirements.
Under each program marked, indicate the household's income status as established by this certification/recertification
a. Tax Credit ❑ b. HOME ❑
c. Tax Exempt ❑ d. AHDP ❑ e. ❑
(Name of Program)
See Part V above. Income Status
Income Status Income Status Income Status
❑ < 50% AMGI
❑ 50% AMGI ❑ <_ 50% AMGI ❑
i
❑ < 60% AMGI ❑ 60% AMGI ❑ < 80% AMGI ❑
❑ <_ 80% AMGI ❑ 80% AMGI ❑ < OI ** ❑ < OI **
❑ < OI ** ❑ OI **
** Upon recertification, household was determined over income (OI) according to eligibility requirements of the program(s) marked above.
SIGNATURE OF OWNER / REPRESENTATIVE
Based on the representations herein and upon the proofs and documentation required to be submitted, the individual(s) named in Part II of this Tenant
Income Certification is /are eligible under the provisions of Section 42 of the Internal Revenue Code, as amended, and the Land Use Restriction
Agreement (if applicable), to live in a unit in this Project.
SIGNATURE OF OWNER / REPRESENTATIVE DATE
IC
INSTRUCTIONS FOR COMPLETING
TENANT INCOME CERTIFICATION
This form is to be completed by the owner or an authorized representative.
Part I — Development Data
Check the appropriate box for Initial Certification (move -in), Recertification (annual
recertification), or Other. If Other, designate the purpose of the recertification (i.e., a unit
transfer, a change in household composition, or other state- required recertification).
Move -in Date Enter the date the tenant has or will take occupancy of the unit.
Effective Date Enter the effective date of the certification. For move -in, this should be
the move -in date. For annual recertification, this effective date should be
no later than one year from the effective date of the previous
(re)certification.
Property Name Enter the name of the development.
County Enter the county (or equivalent) in which the building is located.
BIN # Enter the Building Identification Number (BIN) assigned to the building
(from IRS Form 8609).
Address Enter the unit number.
Unit Number Enter the unit number.
# Bedrooms Enter the number of bedrooms in the unit.
Part II — Household Composition
List all occupants of the unit. State each household member's relationship to the head of the
household by using one of the following coded definitions:
H Head of household
S
Spouse
A Adult co- tenant
O
Other family member
C Child
F
Foster child
L Live -in caretaker
N
None of the above
Enter the date of birth, student status, and Social Security number or alien registration number
for each occupant.
I:
If there are more than seven occupants, use an additional sheet of paper to list the remaining
household members and attach it to the certification.
Part III — Annual Income
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income,
including acceptable forms of verification.
From the third party verification forms obtained from each income source, enter the gross
amount anticipated to be received for the 12 months from the effective date of the
(re)certification. Complete a separate line for each income - earning member. List the respective
household member number from Part II.
Column (A) Enter the annual amount of wages, salaries, tips, commissions, bonuses,
and other income from employment; distributed profits and /or net income
from a business.
Column (B) Enter the annual amount of Social Security, Supplemental Security
Income, pensions, military retirement, etc.
Column (C) Enter the annual amount of income received from public assistance (i.e.,
TANF, general assistance, disability, etc.)
Column (D) Enter the annual amount of alimony, child support, unemployment
benefits, or any other income regularly received by the household.
Row (E) Add the totals from columns (A) through (D) above. Enter this amount.
Part IV — Income from Assets
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income from
assets, including acceptable forms of verification.
From the third party verification forms obtained from each asset source, list the gross amount
anticipated to be received during the 12 months from the effective date of the certification. List
the respective household member number from Part II and complete a separate line for each
member.
Column (F) List the type of asset (i.e., checking account, savings account, etc.)
Column (G) Enter C (for current, if the family currently owns or holds the asset), or I
(for imputed, if the family has disposed of the asset for less than fair
market value within two years of the effective date of ( re)certification).
Column (H) Enter the cash value of the respective asset.
Column (I) Enter the anticipated annual income from the asset (i.e., savings account
balance multiplied by the annual interest rate).
I: N
TOTALS Add the total of Column (H) and Column (I), respectively.
If the total in Column (H) is greater than $5,000, you must do an imputed calculation of asset
income. Enter the Total Cash Value, multiply by 2 % and enter the amount in (J), Imputed
Income.
Row (K) Enter the Greater of the total in Column (I) or (J)
Row (L) Total Annual Household Income from All Sources Add (E) and (K) and
enter the total
HOUSEHOLD CERTIFICATION AND SIGNATURES
After all verifications of income and/or assets have been received and calculated, each household
member age 18 or older must sign and date the Tenant Income Certification. For move -in, it is
recommended that the Tenant Income Certification be signed no earlier than five days prior to
the effective date of the certification.
Part V — Determination of Income Eligibility
Total Annual Household Enter the number from item (L).
Income from all sources
Current Income Limit per Enter the Current Move -in Income Limit for the household
size.
Family Size
Household income at move -in For recertifications only. Enter the household income from
the
Household size at move -in move -in certification. On the adjacent line, enter the
number of household members from the move -in
certification.
Household Meets Income Check the appropriate box for the income restriction that
the
Restriction household meets according to what is required by the set -
aside(s) for the project.
Current Income Limit x 140% For recertification only. Multiply the Current Maximum
Move -in Income Limit by 140% and enter the total.
Below, indicate whether the household income exceeds that
total. If the Gross Annual Income at recertification is
greater than 140% of the current income limit, then the
available unit rule must be followed.
O
Part VI — Rent
Tenant Paid Re Enter the amount the tenant pays toward rent (not including rent assistance
payments such as Section 8).
Rent Assistance Enter the amount of rent assistance, if any.
Utility Allowance Enter the utility allowance. If the owner pays all utilities, enter zero.
Other non - optional Enter the amount of non - optional charges, such as mandatory garage rent,
charges storage lockers, charges for services provided by the development, etc.
Gross Rent for Unit Enter the total of Tenant Paid Rent plus Utility Allowance and other non -
optional charges.
Maximum Rent Enter the maximum allowable gross rent for the unit.
Limit for this unit
Unit Meets Rent Check the appropriate rent restriction that the unit meets according to what
is
Restriction at ?? required by the set - aside(s) for the project.
Part VII — Student Status
If all household members are full -time* students, check "yes." If at least one household member
is not a full -time student, check "no."
If "yes" is checked, the appropriate exemption must be listed in the box to the right. If none of
the exemptions apply, the household is ineligible to rent the unit.
* Full time is determined by the school the student attends.
Part VIII — Program Type
Mark the program(s) for which this unit will be counted toward the property's occupancy
requirements. Under each program marked, indicate the household's income status as
established by this certification/recertification. If the property does not participate in the HOME,
Tax - Exempt Bond, Affordable Housing Disposition, or other housing program, leave those
sections blank.
Tax Credit See Part V above.
HOME If the property participates in the HOME program and the unit this
household will occupy will count towards the HOME program set - asides,
mark the appropriate box indicating the household's designation.
Tax Exempt If the property participates in the Tax Exempt Bond program, mark the
appropriate box indicating the household's designation.
IM
AHDP If the property participates in the Affordable Housing Disposition Program
(AHDP), and this household's unit will count towards the set -aside
requirements, mark the appropriate box indicating the household's
designation.
Other If the property participates in any other affordable housing program,
complete the information as appropriate.
SIGNATURE OF OWNER / REPRESENTATIVE
It is the responsibility of the owner or the owner's representative to sign and date this document
immediately following execution by the resident(s).
The responsibility of documenting and determining eligibility (including completing and signing
the Tenant Income Certification form) and ensuring such documentation is kept in the tenant file
is extremely important and should be conducted by someone well- trained in tax credit
compliance.
These instructions should not be considered a complete guide on tax credit compliance. The
responsibility for compliance with federal program regulations lies with the owner of the
buildings) for which the credit is allowable.
•
DRAFT 6/20/14
TRUST INDENTURE
between
THE CITY OF EDINA, MINNESOTA
as Issuer
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
RELATING TO
City of Edina, Minnesota
$ Multifamily Housing Revenue Bonds
(Yorktown Continental, LP Project), Series 2014A
Dated as of July 1, 2014
INDEX
(This Index is not a part of the Indenture,
but rather is for convenience of reference only)
Page
Preambles........................................................................................................... ..............................1
GrantingClauses ......................................................... ............................... . ... . .1
ARTICLE I
DEFINITIONS
Section1.01 Definitions ............................................................................. ..............................4
Section 1.02 Interpretation ........................................................................ .............................15
Section 1.03 Captions and Headings ......................................................... .............................16
ARTICLE II
AUTHORIZATION AND TERMS OF BONDS
Section 2.01 Authorized Amount of Bonds .............................................. .............................17
Section 2.02 Issuance of Bonds ................................................................ .............................17
Section 2.03 Authorization of Bonds; Sale and Delivery of the Bonds .... .............................17
Section 2.04 Special Obligations .............................................................. .............................18
ARTICLE III
Section3.01
Form of Bonds ..................................................................... .............................19
Section 3.02
Execution and Authentication of Bonds .............................. .............................19
Section 3.03
Source of Payment of Bonds ................................................ .............................19
Section 3.04
Payment and Ownership of Bonds ....................................... .............................20
Section 3.05
Registration, Transfer and Exchange of Bonds .................... .............................20
Section 3.06
Mutilated, Lost, Wrongfully Taken or Destroyed Bonds .... .............................21
Section 3.07
Cancellation of Bonds .......................................................... .............................22
Section 3.08
Special Agreement with Holders ......................................... .............................22
Section 3.09
Book -Entry Only System ..................................................... .............................22
ARTICLE IV
REDEMPTION OF BONDS
Section 4.01 Redemption of Bonds ........................................................... .............................25
Section 4.02 Notice of Redemption .......................................................... .............................25
ARTICLE V
PROVISIONS AS TO FUNDS,
PAYMENTS, PROJECT AND AGREEMENT
ii
Section 5.01
Creation of Funds; Allocation of Bond Proceeds ................ .............................28
Section 6.02
Section 5.02
Application of Loan Payments ............................................. .............................28
Section 6.03
Section 5.03
Disbursements from the Project Fund .................................. .............................29
Section5.04
Bond Fund ............................................................................ .............................30
Section 6.04
Section 5.05
Investment of Special Funds ................................................ .............................30
Section 6.05
Section 5.06
Moneys to be Held in Trust .................................................. .............................31
Section 6.06
Section 5.07
Nonpresentment of Bonds .................................................... .............................32
Section 6.07
Section 5.08
Repayment to the Borrower from the Bond Fund ................ .............................32
Section 6.08
Section5.09
Rebate Fund ......................................................................... .............................32
Section 6.09
Section5.10
Valuation .............................................................................. .............................32
Section 6.10
Section 5.11
Completion of the Project .................................................... .............................33
Section 5.12
Collateral Fund ..................................................................... .............................33
Section 5.13
Costs of Issuance Fund ........................................................ .............................33
ARTICLE VI
THE TRUSTEE, REGISTRAR, PAYING AGENTS
AND AUTHENTICATING AGENTS
Section 6.01
Trustee's Acceptance and Responsibilities .......................... .............................34
Section 6.02
Certain Rights and Obligations of the Trustee ..................... .............................35
Section 6.03
Fees, Charges and Expenses of Trustee, Registrar, Paying Agents and
Authenticating Agents .......................................................... .............................38
Section 6.04
Intervention by Trustee ........................................................ .............................39
Section 6.05
Successor Trustee ................................................................. .............................39
Section 6.06
Appointment of Co- Trustee ................................................. .............................40
Section 6.07
Resignation by the Trustee ................ ...............................
Section 6.08
Removal of the Trustee ........................................................ .............................41
Section 6.09
Appointment of Successor Trustee ...................................... .............................41
Section 6.10
Adoption of Authentication ................................................. .............................42
Section 6.11
Section 6.12
Section 6.13
Section 6.14
Section 6.15
Section 6.16
Section 6.17
Section 6.18
Section 7.01
Section 7.02
Section 7.03
Section 7.04
Section 7.05
Registrars.............................................. ...............................
Designation and Succession of Paying Agents ....................
Designation and Succession of Authenticating Agents .......
Dealingin Bonds ................................... ...............................
Representations, Agreement and Covenants of Trustee ......
Right of Trustee to Pa Taxes and Other Char es
..................42
..................44
..................44
..................45
..................45
Yg ....... ...............................
Interpleader.................................................................. ...............................
Survival of Certain Provisions ..................................... ...............................
ARTICLE VII
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND HOLDERS
......46
......46
......46
Defaults; Events of Default .................................................. .............................48
Noticeof Default .................................................................. .............................48
Acceleration......................................................................... .............................49
Other Remedies; Rights of Holders ..................................... .............................49
Right of Holders to Direct Proceedings ............................... .............................50
iii
Section 7.06 Application of Moneys ......................................................... .............................50
Section 7.07 Remedies Vested in Trustee ................................................. .............................52
Section 7.08 Rights and Remedies of Holders .......................................... .............................52
Section 7.09 Termination of Proceedings ................................................. .............................53
Section 7.10 Waivers of Events of Default ............................................... .............................53
ARTICLE VIII
SUPPLEMENTAL INDENTURES
Section 8.01 Supplemental Indentures Generally ..................................... .............................55
Section 8.02 Supplemental Indentures Not Requiring Consent of Holders ...........................55
Section 8.03 Supplemental Indentures Requiring Consent of Holders ..... .............................56
Section 8.04 Consent of Borrower ............................................................ .............................57
Section 8.05 Authorization to Trustee; Effect of Supplement .................. .............................58
Section 8.06 Opinion of Counsel .............................................................. .............................58
Section 8.07 Modification by Unanimous Consent .................................. .............................58
ARTICLE IX
DEFEASANCE
Section 9.01 Release of Indenture ............................................................. .............................60
Section 9.02 Payment and Discharge of Bonds ........................................ .............................60
Section 9.03 Survival of Certain Provisions ............................................. .............................61
ARTICLE X
COVENANTS AND AGREEMENTS
OF THE ISSUER
Section 10.01 Covenants and Agreements of the Issuer ............................. .............................62
Section 10.02 Observance and Performance of Covenants, Agreements, Authority and
Actions................................................................................. .............................62
Section 10.03 Trustee May Enforce Issuer's Rights ................................... .............................63
ARTICLE XI
AMENDMENTS TO AGREEMENT, REGULATORY
AGREEMENT AND NOTE
Section 11.01 Amendments Not Requiring Consent of Holders ................ .............................64
Section 11.02 Amendments Requiring Consent of Holders ....................... .............................64
ARTICLE XII
MEETINGS OF HOLDERS
Section 12.01 Purposes of Meetings ........................................................... .............................66
Section 12.02 Call of Meetings ................................................................... .............................66
Section12.03 Voting ................................................................................... .............................66
Section12.04 Meetings ............................................................................... .............................67
1V
Section 12.05 Miscellaneous
ARTICLE XIII
MISCELLANEOUS
.............................67
Section 13.01
Limitation of Rights ............................................................. .............................68
Section13.02
Severability .......................................................................... .............................68
Section13.03
Notices ................................................................................. .............................68
Section 13.04
Suspension of Mail and Courier Service .............................. .............................69
Section 13.05
Payments Due on Saturdays, Sundays and Holidays ........... .............................69
Section 13.06
Instruments of Holders ......................................................... .............................70
Section 13.07
Priority of this Indenture ...................................................... .............................70
Section 13.08
Extent of Covenants; No Personal Liability ......................... .............................70
Section 13.09
Binding Effect ...................................................................... .............................71
Section 13.10
Counterparts ......................................................................... .............................71
Section 13.11
Governing Law ..................................................................... .............................71
Section 13.12
Security Advice Waiver ....................................................... .............................71
Section13.13
Patriot Act ............................................................................ .............................71
Section 13.14
FHA Federal Laws and Requirements Control .................... .............................71
Signatures ................ ...............................
Exhibit A — Series 2014A Bond Form ...
v
....... ............................... S -1
...... ............................... A -1
TRUST INDENTURE
THIS TRUST INDENTURE (the "Indenture "), dated as of July 1, 2014, is made by and
between the City of Edina, Minnesota, a body corporate and politic of the State of Minnesota
(the "Issuer "), and U.S. Bank National Association, a national banking association, with its
designated corporate trust office located in St. Paul, Minnesota, as Trustee (the "Trustee "), under
the circumstances summarized in the following recitals (the capitalized terms not defined in the
recitals and granting clauses being used therein are defined in Article I hereof).
RECITALS
WHEREAS, pursuant to and in accordance with the laws of the State of Minnesota (the
"State "), including without limitation, Minnesota Statutes, Chapters 462A, 462C and 474A, as
amended (the "Act "), the Issuer has determined to issue and sell its $ Multifamily
Housing Revenue Bonds (Yorktown Continental, LP Project), Series 2014A (the "Bonds ") and
to loan the proceeds to be derived from the sale thereof to the Borrower to assist in the financing
of the acquisition of an existing 264 -unit building located at 7151 York Avenue South in the City
containing 262 one - bedroom units and two two- bedroom units and the rehabilitation and
equipping thereof as a senior low - income housing project (the "Project ");
WHEREAS, the Bonds will be secured by this Indenture, and the Issuer is authorized to
execute and deliver this Indenture and to do or cause to be done all acts provided or required
herein to be performed on its part;
WHEREAS, pursuant to its lawful authority under the Act, the Issuer and the Borrower
have executed that certain Loan Agreement, by the terms of which the Issuer agrees to loan the
proceeds of the Bonds to the Borrower for the Project;
WHEREAS, the Loan will be evidenced by the Note executed by the Borrower in the
form attached as Exhibit A to the Loan Agreement and delivered to the Issuer, and assigned by
the Issuer to the Trustee;
WHEREAS, all acts and conditions required to happen, exist and be performed precedent
to and in the issuance of the Bonds and the execution and delivery of this Indenture have
happened, exist and have been performed, or at the delivery of the Bonds will exist, will have
happened and will have been performed (i) to make the Bonds, when issued, delivered and
authenticated, valid obligations of the Issuer in accordance with the terms thereof and hereof and
(ii) to make this Indenture a valid, binding and legal trust agreement for the security of the Bonds
in accordance with its terms; and
WHEREAS, the Trustee has accepted the trusts created by this Indenture, and in evidence
thereof has joined in the execution hereof.
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to secure the payment of
Bond Debt Service Charges on the Bonds according to their true intent and meaning, to secure
the performance and observance of all of the covenants, agreements, obligations and conditions
contained therein and herein, and to declare the terms and conditions upon and subject to which
the Bonds are and are intended to be issued, held, secured and enforced, and in consideration of
the premises and the acceptance by the Trustee of the trusts created herein and of the purchase
and acceptance of the Bonds by the Holders, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the Issuer has executed and delivered
this Indenture and absolutely assigns hereby to the Trustee, and to its successors in trust, and its
and their assigns, all right, title and interest of the Issuer in and to (i) the Issuer Revenues,
including, without limitation, all Loan Payments and other amounts receivable by or on behalf of
the Issuer under the Loan Agreement in respect of repayment of the Loan, (ii) the Special Funds,
including all accounts in those funds and all moneys deposited therein and the investment
earnings on such moneys, (iii) all right, title and interest of the Issuer in the proceeds derived
from the sale of the Bonds, and any securities in which moneys in the Special Funds are
invested, and (except for moneys in the Rebate Fund and otherwise required to be rebated to the
United States of America under the Code) the proceeds derived therefrom, and any and all other
real or personal property of every name and nature from time to time hereafter by delivery or by
writing of any kind pledged, assigned or transferred, as and for additional security hereunder by
the Issuer or by anyone in its behalf, or with its written consent, to the Trustee, which is hereby
authorized to receive any and all such property at any and all times and to hold and apply the
same subject to the terms of this Indenture, and (iv) the Loan Agreement, except for the
Unassigned Issuer's Rights (the foregoing collectively referred to as the "Trust Estate "),
TO HAVE AND TO HOLD unto the Trustee and its successors in that trust and its and
their assigns forever;
BUT IN TRUST, NEVERTHELESS, and subject to the provisions hereof,
(a) except as provided otherwise herein, for the equal and proportionate
benefit, security and protection of all present and future Holders of the Bonds issued or to
be issued under and secured by this Indenture,
(b) for the enforcement of the payment of the principal of and interest on the
Bonds, when payable, according to the true intent and meaning thereof and of this
Indenture, and
(c) to secure the performance and observance of and compliance with the
covenants, agreements, obligations, terms and conditions of this Indenture,
in each case, without preference, priority or distinction, as to lien or otherwise, of any one Bond
over any other by reason of designation, number, date of the Bonds or of authorization, issuance,
sale, execution, authentication, delivery or maturity thereof, or otherwise, so that each Bond and
all Bonds shall have the same right, lien and privilege under this Indenture and shall be secured
equally and ratably hereby, provided, however, that
(i) if the principal of the Bonds and the interest due or to become due
thereon shall be well and truly paid, at the times and in the manner to which
reference is made in the Bonds, according to the true intent and meaning thereof,
or the outstanding Bonds shall have been paid and discharged in accordance with
Article IX hereof, and
2
(ii) if all of the covenants, agreements, obligations, terms and
conditions of the Issuer under this Indenture shall have been kept, performed and
observed and there shall have been paid to the Trustee, the Registrar and the
Paying Agents all sums of money due or to become due to them in accordance
with the terms and provisions hereof,
then this Indenture and the rights assigned hereby shall cease, determine and be void,
except as provided in Section 9.03 hereof with respect to the survival of certain provisions
hereof; otherwise, this Indenture shall be and remain in full force and effect.
It is declared that all Bonds issued hereunder and secured hereby are to be issued,
authenticated and delivered, and that all Issuer Revenues assigned hereby are to be dealt with and
disposed of under, upon and subject to, the terms, conditions, stipulations, covenants,
agreements, obligations, trusts, uses and purposes provided in this Indenture. The Issuer has
agreed and covenanted, and agrees and covenants with the Trustee and with each and all
Holders, as follows:
THIS SPACE INTENTIONALLY LEFT BLANK
3
ARTICLE I
DEFINITIONS
Section 1.01 Definitions
In addition to the words and terms defined elsewhere in this Indenture or by reference to
the Loan Agreement, unless the context or use clearly indicates another meaning or intent:
"Act" means Minnesota Statutes, Chapters 462A, 462C and 474A, as amended.
"Additional Payments" means the amounts required to be paid by the Borrower pursuant
to the provisions of Section 4.2 of the Loan Agreement.
"Affiliate" of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified
Person. For purposes of this definition, "control" when used with respect to any specified Person
means the power to direct the policies of such Person, directly or indirectly, whether through the
power to appoint and remove its directors, the ownership of voting securities, by contract, or
otherwise; and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Authorized Attesting Officer" means the City Clerk of the Issuer who, in accordance
with the laws of the State, the bylaws or other governing documents of the Issuer, or practice or
custom, regularly attests or certifies official acts and records of the Issuer, and includes any
assistant or deputy officer to the principal officer or officers exercising such responsibilities.
"Authorized Borrower Representative" means the person or persons designated to act on
behalf of the Borrower by written certificate furnished to the Issuer and the Trustee containing
the specimen signature of such person and signed on behalf of the Borrower by an officer of the
manager of either of the general partners of the Borrower, which certificate may designate an
alternate or alternates.
"Authorized Denomination" means (a) so long as the Bonds are rated "A," without regard
to a modifier (or the equivalent) or higher by a Rating Agency, $5,000 or any integral multiple of
$5,000 in excess thereof, or (b) at any other time, $100,000, or any integral multiple of $0.01 in
excess thereof, except that in each case one Bond may be in a principal amount equal to the then
Outstanding principal amount of the Bonds.
"Authorized Official" means the Mayor, City Manager or Finance Director of the Issuer,
and any other officer of the Issuer designated by certificate of any of the foregoing as authorized
by the Issuer to perform a specified act, sign a specified document or otherwise take action with
respect to the Bonds. The Trustee may conclusively presume that a person designated in a
written certificate filed with it as an Authorized Official is an Authorized Official until such time
as such provider files with it a written certificate identifying a different person or persons to act
in such capacity.
4
"Available Moneys" means, as of any date of determination, any of the following, as
applicable:
(a) the proceeds of the Bonds;
(b) proceeds from the sale of GNMA Securities;
(c) proceeds from advances on the FHA Insured Mortgage Loan deposited directly
with the Trustee by the FHA Lender;
[(d) proceeds from advances on the Subordinate Loan deposited directly by the
Subordinate Lender with the Trustee;]
(e) any other amounts, including the proceeds of refunding bonds, for which the
Trustee has received an opinion of counsel to the effect that the use of such amounts to make
payments on the Bonds would not violate Section 362(a) of the Bankruptcy Code (or that relief
from the automatic stay provisions of such Section 362(a) would be available from the
bankruptcy court) or be avoidable as preferential payments under Section 547 of the Bankruptcy
Code should the Issuer or the Borrower become a debtor in proceedings commenced under the
Bankruptcy Code;
(f) the proceeds of any letter of credit; or
(g) investment earnings derived from the investment of moneys described in (a), (b),
(c), (d), (e) or (f).
"Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy," as in
effect now and in the future, or any successor statute.
"Bond Counsel" shall mean, collectively, Dorsey & Whitney LLP or any other attorney
or firm of attorneys designated by the Issuer who has a national reputation for skill in connection
with the authorization and issuance of municipal obligations under Sections 103 and 141 through
150 (or any successor provisions) of the Code.
"Bond Debt Service Charges" means, for any period or payable at any time, the principal
of and interest on the Bonds for that period or payable at that time whether due at maturity or
upon redemption or acceleration.
"Bond Fund" means the Bond Fund created in Section 5.01 of this Indenture.
"Bond Payment Date" means each Interest Payment Date and any other date Bond Debt
Service Charges on the Bonds are due, whether at maturity, upon acceleration or otherwise.
"Bond Resolution" means that certain Bond Resolution relating to the Project, adopted by
the governing body of the Issuer on July _, 2014.
"Bond Year" means each annual period of twelve months the first of which commences
on the date of the original issuance and delivery of the Bonds and the last of which ends on the
maturity of the Bonds, except that the first and last Bond Year may be less than twelve months.
"Bonds" means the Multifamily Housing Revenue Bonds (Yorktown Continental, LP
Project) Series 2014A of the Issuer, authorized in the Bond Resolution and Section 2.02 hereof
in an aggregate amount of $
"Book Entry Form" or "Book Entry System" means, with respect to the Bonds, a form or
system, as applicable, under which (i) physical Bond certificates in fully registered form are
issued only to a Depository or its nominee, with the physical Bond certificates "immobilized" in
the custody of the Depository and (ii) the ownership of book entry interests in Bonds and Bond
Debt Service Charges thereon may be transferred only through a book entry made by Persons
other than the Issuer or the Trustee. The records maintained by Persons other than the Issuer or
the Trustee constitute the written record that identifies the owners, and records the transfer, of
book entry interests in the Bonds and Bond Debt Service Charges thereon.
"Borrower" means Yorktown Continental, LP, a Minnesota limited partnership, and its
lawful successors and assigns to the extent permitted by the Loan Agreement.
"Borrower Documents " means the Loan Agreement, Note and Regulatory Agreement.
"Business Day" means a day of the week, other than a Saturday or a Sunday, on which
commercial banks located in the city in which the principal corporate trust office of the Trustee
are not required or authorized to remain closed.
"Closing Date" means July _, 2014.
"Code" means the Internal Revenue Code of 1986, as amended, and all applicable
regulations (whether proposed, temporary or final) under the Code and the statutory predecessor
of the Code, and any official rulings and judicial determinations under the foregoing applicable
to the Bonds.
"Collateral Fund" means the Collateral Fund created pursuant to Section 5.01 of this
Indenture.
"Combined Bonds" means the Bonds and the Issuer's Multifamily Housing Revenue
Bonds (Yorktown Continental, LP Project), Series 2014B.
"Completion Date" means the date of substantial completion of the Project evidenced in
accordance with the requirements of Section 3.7 of the Loan Agreement.
"Construction Period" means the period between the beginning of the acquisition,
rehabilitation, remodeling, improving and equipping of the Project and the Completion Date.
"Continuing Disclosure Agreement" means the Continuing Disclosure Agreement, dated
as of July _, 2014, between the Borrower and [U.S. Bank National Association], as
Dissemination Agent.
R
"Contractual Obligation" means for any Person any obligation, covenant, or condition
contained in any evidence of Indebtedness or any agreement or instrument under or pursuant to
which any evidence of Indebtedness has been issued, or any other material agreement,
instrument or guaranty, to which such Person is a party or by which such Person or any of its
assets or properties are bound.
"Costs of Issuance Fund" means the Costs of Issuance Fund created pursuant to Section
5.01 of this Indenture.
"Depository" means, with respect to the Bonds, DTC, until a successor Depository shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter,
Depository shall mean the successor Depository. Any Depository shall be a securities depository
that is a clearing agency under federal law operating and maintaining, with its participants or
otherwise, a Book Entry System to record ownership of book entry interests in the Bonds or
Bond Debt Service Charges thereon, and to effect transfers of book entry interests in the Bonds.
"Disbursement Request" shall have the meaning set forth in Section 5.03(a) hereof.
"DTC" means The Depository Trust Company (a limited purpose trust company), New
York, New York, and its successors or assigns.
"DTC Participant" means any participant contracting with DTC under its book entry
system and includes securities brokers and dealers, banks and trust companies and clearing
corporations.
"Eligible Investments" means non -AMT tax exempt obligations rated in the highest short
term category by S &P, which shall mature or be subject to tender or redemption at par on or
prior to the earlier of (A) 35 days from the date of investment or (B) the date such moneys are
needed for the purposes thereof.
"Event of Default" means any of the events described as an Event of Default in Section
7.01 hereof or Section 7.1 of the Loan Agreement.
"Extraordinary Services" and "Extraordinary Expenses" mean all services rendered and
all reasonable expenses properly incurred by the Trustee under this Indenture, other than
Ordinary Services and Ordinary Expenses. Extraordinary Services and Extraordinary Expenses
shall specifically include services rendered or expenses incurred by the Trustee in connection
with, or in contemplation of, an Event of Default.
[ "Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is traded
on an established securities market (within the meaning of Section 1273 of the Code) and,
otherwise, the term "Fair Market Value" means the acquisition price in a bona fide, arm's - length
transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in
accordance with applicable regulations under the Code, (ii) the investment is an agreement with
specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated
interest rate (for example, a guaranteed investment contract, a forward supply contract or other
7
investment agreement) that is acquired in accordance with applicable regulations under the Code,
(iii) the investment is a United States Treasury Security —State and Local Government Series
that is acquired in accordance with applicable regulations of the United States Bureau of Public
Debt, or (iv) the investment is a commingled investment fund in which the Issuer and related
parties do not own more than a 10% beneficial interest therein if the return paid by the fund is
without regard to the source of the investment. To the extent required by .applicable regulations
under the Code, the term "investment" will include a "hedge. "]
"Favorable Opinion of Bond Counsel" means an opinion of Bond Counsel that the action
proposed will not, in and of itself, cause interest on the Bonds to become includable in gross
income of the holders thereof.
"FHA " means the Federal Housing Administration.
"FHA Insurance Commitment" means the commitment for insurance of advances issued
by the Federal Housing Commissioner of HUD with respect to the Project, dated
"FHA Insurance Regulations" means the FHA Regulations promulgated under the
National Housing Act.
"FHA Insured Mortgage Loan " means the mortgage loan in the original principal
amount of $ to be advanced by the FHA Lender to the Borrower
and insured by FHA under Section [223V221(d)(4)] of the National Housing Act, as amended.
"FHA Lender " means , a , its
successors and assigns.
"FHA Loan Documents" means the documents related to the FHA Insured Mortgage
Loan, including the FHA Insurance Commitment, the FHA Note, the FHA Mortgage, the HUD
Regulatory Agreement and any and all other documents, agreements, or instruments which
evidence or secure the indebtedness evidenced by the FHA Note.
"FHA Mortgage" means the first -lien priority [Name of FHA Mortgage: Multifamily
Mortgage, Assignment of Leases and Rents, and Security Agreement] dated as of [Dated Date]
from Borrower for the benefit of FHA Lender to secure the repayment of the FHA Note.
"FHA Note" means the $[FHA Loan Amount] FHA- Insured Note (Multistate) dated as
of [Dated Date] from Borrower to FHA Lender to evidence its indebtedness under the FHA
Insured Mortgage Loan.
"Fiscal Year" means, with respect to a Person, that period beginning on January 1 of each
year and ending on December 31 of that year or such other fiscal year as shall be designated by
such Person as its annual accounting period.
"Force Majeure" means any of the causes, circumstances or events described as
constituting Force Majeure in Section 7.1 of the Loan Agreement.
8
"GAAP" means generally accepted accounting principles applied on a consistent basis.
"GNMA" means the Government National Mortgage Association, a corporate
instrumentality of the United States within the United States Department of Housing and Urban
Development organized and existing under the National Housing Act.
"GNMA Documents" means the GNMA Guaranty and the documents related to the
GNMA Guaranty.
"GNAM Guaranty" means the guaranty made by GNMA pursuant to the provisions of
Section 306(g) of Title III of the National Housing Act, as amended, and the regulations
promulgated under the National Housing Act.
"GNMA Mortgage - Backed Securities Guide" means the GNMA Handbook 5500.3, as it
may be amended or modified from time to time, which describes and provides instruction to the
participants in the GNMA Mortgage- Backed Securities program.
"GNMA Regulations" means the GNMA Regulations promulgated under the National
Housing Act.
"GNMA Security" or "GNMA Securities" means a fully modified pass through security in
the form of a CLC or a PLC issued by an approved FHA lender and guaranteed by GNMA as to
timely payment of principal of and interest on a PLC and as to timely payment of interest only
until maturity and timely payment of principal at maturity on a CLC, pursuant to Section 306(g)
of the National Housing Act of 1934, as amended, and the regulations promulgated thereunder.
"Government" shall mean the government of the United States of America, the
government of any other nation, any political subdivision of the United States of America or any
other nation (including, without limitation, any state, territory, federal district, municipality or
possession) and any department, agency or instrumentality thereof; and "Governmental" shall
mean of, by, or pertaining to any Government.
"HUD" means the United States Department of Housing and Urban Development.
"HUD Funds " means, collectively (a) proceeds of the FHA Insured Mortgage Loan,
which proceeds have been assigned by the Borrower to the Trustee pursuant to Section 3.5 of the
Loan Agreement, and (b) proceeds, if any, received from the sale by the FHA Lender of GNMA
Securities with respect to the FHA Insured Mortgage Loan.
"HUD Regulatory Agreement" means the Regulatory Agreement dated as of [Dated
Date] between the Borrower and HUD, related to the FHA Insured Mortgage Loan.
"Holder," "Holders, " or "Holder of a Bond" means the Person in whose name a Bond is
registered on the Register.
"Indebtedness" shall mean for any Person (a) all indebtedness or other obligations of
such Person for borrowed money or for the deferred purchase price of property or services,
(b) all indebtedness or other obligations of any other Person for borrowed money or for the
2
deferred purchase price of property or services, the payment or collection of which such Person
has guaranteed (except by reason of endorsement for deposit or collection in the ordinary course
of business) or in respect of which such Person is liable, contingently or otherwise, including,
without limitation, by way of agreement to purchase, to provide funds for payment, to supply
funds to or otherwise to invest in such other Person, or otherwise to assure a creditor against loss,
(c) all indebtedness or other obligations of any other Person for borrowed money or for the
deferred purchase price of property or services secured by (or for which the holder of such
indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or
in property (including, without limitation, accounts and contract rights) owned by such Person,
whether or not such Person has assumed or become liable for the payment of such indebtedness
or other obligations, (d) all direct or contingent obligations of such Person in respect of letters of
credit, (e) all lease obligations which have been or should be, in accordance with GAAP,
capitalized on the books of such Person as lessee, and (f) guaranties of any of the foregoing,
provided that Indebtedness does not include accounts payable and accrued expenses incurred in
the ordinary course of business.
"Indenture" means this Trust Indenture, dated as of July 1, 2014, between the Issuer and
the Trustee, as amended or supplemented from time to time in accordance with Article VIII
hereof.
"Independent" when used with respect to a specified Person means such Person has no
specific financial interest direct or indirect in the Borrower or any Affiliate of the Borrower and
in the case of an individual is not a director, trustee, officer, partner or employee of the Borrower
or any Affiliate of the Borrower and in the case of an entity, does not have a partner, director,
trustee, officer, partner or employee who is a director, trustee, officer or employee of any partner
of the Borrower or any Affiliate of the Borrower.
"Information Services" means in accordance with then - current guidelines of the
Securities and Exchange Commission, the Municipal Securities Rulemaking Board established
pursuant to Section 1513(b)(1) of the Securities Exchange Act of 1934, or any successor entity or
entities designated by the Securities and Exchange Commission.
"Initial Deposit" means the deposit of Available Moneys in the amount of
$ which the Borrower shall cause to be made from Available Moneys other
than the proceeds of the Bonds to the Initial Deposit Account of the Bond Fund on the Closing
Date.
"Initial Deposit Account" means the Initial Deposit Account within the Bond Fund
created in Section 5.01 hereof.
"Interest Payment Date" means each 1 and 1, commencing
_ 1, 20_, and on any date the Bonds are called for redemption prior to maturity.
"Interest Rate" means % per annum.
"Interest Rate for Advances" means the rate of percent per annum (__%) or the
rate per annum which is two percent plus that interest rate announced by the Trustee in its
10
lending capacity as a bank as its "Prime Rate" or its "Base Rate," whichever is greater and
lawfully chargeable, in whole or in part.
"Investor Member" means [Limited Partner], [Limited Partner Org. Type], its permitted
successors and assigns.
"Issuer" means the City of Edina, Minnesota, a body corporate and politic of the State.
"Issuer Revenues" means (a) the Loan Payments, (b) all other moneys received or to be
received by the Issuer or the Trustee in respect of repayment of the Loan, including without
limitation, all moneys and investments in the Bond Fund, (c) any moneys and investments in the
Project Fund and the Collateral Fund, and (d) all income and profit from the investment of the
foregoing moneys. The term "Issuer Revenues" does not include any moneys or investments in
the Rebate Fund.
"Lien" means any mortgage, deed of trust, lien, charge, security interest or encumbrance
of any kind upon, or pledge of, any property, whether now owned or hereafter acquired, and
includes the acquisition of, or agreement to acquire, any property subject to any conditional sale
agreement or other title retention agreement, including a lease on terms tantamount thereto or on
terms otherwise substantially equivalent to a purchase.
"Loan" means the loan by the Issuer to the Borrower of a portion of the proceeds
received from the sale of the Bonds.
"Loan Agreement" means the Loan Agreement dated as of even date with this Indenture,
between the Issuer and the Borrower and assigned by the Issuer, except for Unassigned Issuer's
Rights, to the Trustee, as amended or supplemented from time to time.
"Loan Payment Cure Period" means a period of four Business Days following any Loan
Payment Date.
"Loan Payment Date" means the fifth Business Day preceding each Bond Payment Date.
"Loan Payments" means the amounts required to be paid by the Borrower in repayment
of the Loan pursuant to the provisions of the Note and Section 4.1 of the Loan Agreement.
"Majority of the Holders of the Bonds" means Holders of more than fifty percent (50 %)
of the principal amount of the then Outstanding Bonds.
"Maturity Dates" means
"Minimum Trustee Rating" means a long term rating of the Trustee's unsecured
obligations with maturities in excess of one year of not less than "A" by S &P, or, if the Trustee
does not have such a rating from S &P, it must have a minimum rating of its unsecured
obligations with maturities of one year or less of "A -1" from S &P.
11
"Note" means the Series 2014A Promissory Note in the original principal amount of
$ , dated as of the Closing Date, in the form attached to the Loan Agreement as
Exhibit A, evidencing the obligation of the Borrower to make Loan Payments.
"Notice Address" means:
To the Issuer: City of Edina, Minnesota
4801 W. 50th St.
Edina, Minnesota 55424
Attention: City Manager
To the Trustee: U.S. Bank National Association
St. Paul, Minnesota
Attention:
To the Borrower: Yorktown Continental, LP
Attention:
With a copy to: Winthrop & Weinstine
225 South Sixth Street, Suite 3500
Minneapolis, Minnesota 55402
Attention: Norm Jones
To the Rating Agency: Standard & Poor's Rating Services
55 Water Street, 38th Floor
New York, NY 10041
Attention: Public Finance Surveillance Group
Email: pubfin structured (a�standardandpoors.com
If to Investor Member:
With a copy to:
[Limited Partner]
Attention:
[Limited Partner's Counsel]
Attention:
or such additional or different address, notice of which is given under Section 13.03 hereof.
"Opinion of Bond Counsel" means an opinion of Bond Counsel.
12
"Ordinary Services" and "Ordinary Expenses" mean those services normally rendered,
and those expenses normally incurred, by a trustee under instruments similar to this Indenture.
Without limiting the generality of this definition, Ordinary Services and Ordinary Expenses shall
include, without limitation, services provided by the Trustee in connection with the redemption
of Bonds as provided in Article IV of this Indenture and in connection with any meetings of
Holders of the Bonds as provided in Article XII of this Indenture.
"Outstanding Bonds," "Bonds outstanding" or "outstanding" as applied to Bonds mean,
as of the applicable date, all Bonds which have been authenticated and delivered, or which are
being delivered by the Trustee under this Indenture, except:
(a) Bonds cancelled upon surrender, exchange or transfer, or cancelled
because of payment on or prior to that date;
(b) Bonds, or the portion thereof, for the payment or purchase for cancellation
of which sufficient money has been deposited and credited with the Trustee or the Paying
Agents on or prior to that date for that purpose (whether upon or prior to the maturity of
those Bonds);
(c) Bonds, or the portion thereof, which are deemed to have been paid and
discharged or caused to have been paid and discharged pursuant to the provisions of this
Indenture; and
(d) Bonds in lieu of which others have been authenticated under Section 3.06
of this Indenture.
"Paying Agent" means the Trustee acting as such, or any other bank or trust company
designated as a Paying Agent by or in accordance with this Indenture.
"Person" or words importing persons mean firms, associations, partnerships (including
without limitation, general and limited partnerships), joint ventures, societies, estates, trusts,
corporations, limited liability companies, public or governmental bodies, other legal entities and
natural persons.
"Plans and Specifications" means the plans and specifications describing the Project as
now prepared and as they may be changed as herein provided from time to time.
"Predecessor Bond" of any particular Bond means every previous Bond evidencing all or
a portion of the same debt as that evidenced by the particular Bond. For the purposes of this
definition, any Bond authenticated and delivered under Section 3.06 of this Indenture in lieu of a
lost, stolen or destroyed Bond shall, except as otherwise provided in Section 3.06, be deemed to
evidence the same debt as the lost, stolen or destroyed Bond.
"Project" means the acquisition, rehabilitation and equipping of an existing 264 -unit
building containing 262 one - bedroom units and two two- bedroom units as a senior low income
housing project located at 7151 York Avenue South in Edina, Minnesota.
13
"Project Costs" means the costs of the Project specified in Section 3.4 of the Loan
Agreement.
"Project Fund" means the Project Fund created in Section 5.01 of this Indenture.
"Project Purposes" means the operation of the Project in accordance with the Act, the
Code and the Regulatory Agreement.
"Qualified Project Costs " means
"Rating Agency" means Standard & Poor's Ratings Services ( "S &P "), Moody's Investors
Service, Inc. ( "Moody's ") or any other nationally recognized municipal securities rating agency
acceptable to the Holders and the Trustee.
"Rebate Fund" means the Rebate Fund created in Section 5.01 of this Indenture.
"Register" means the books kept and maintained by the Registrar for registration and
transfer of Bonds pursuant to Section 3.05 hereof.
"Registrar" means the Trustee, until a successor Registrar shall have become such
pursuant to applicable provisions of this Indenture; each Registrar shall be a transfer agent
registered in accordance with Section 17A(c) of the Securities Exchange Act of 1934.
"Regular Record Date" means, the fifteenth day of the calendar month next preceding an
Interest Payment Date applicable to that Bond.
"Regulatory Agreement" means the Regulatory Agreement, dated as of even date with
this Indenture, among the Issuer, the Trustee and the Borrower.
"Securities Act" means the United States Securities Act of 1933, as in effect on the
Closing Date.
"Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue,
Garden City, New York 11530, Fax (516) 227 4039 or 4191; Midwest Securities Trust
Company, Capital Structures — Call Notification, 440 South LaSalle Street, Chicago, Illinois
60605, Fax (312) 663 2343; Pacific Securities Depository Trust Company, Pacific and Company,
P.O. Box 7041, San Francisco, California 94120, Fax (415) 393 4128; Philadelphia Depository
Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania
19103, Attention: Bond Department, Fax (215) 496 5058; or, in accordance with the then current
guidelines of the Securities and Exchange Commission to such other addresses and /or such other
securities depositories or, as the Issuer may designate in a request of the Issuer delivered to the
Trustee, to no such depositories.
"S &P" means Standard & Poor's Ratings Services.
"Special Funds" means, collectively, the Bond Fund, the Collateral Fund and the Project
Fund, and any accounts therein, all as created in this Indenture.
14
"Special Record Date" means, with respect to any Bond, the date established by the
Trustee in connection with the payment of overdue interest or principal on that Bond.
"State" means the State of Minnesota.
[ "Subordinate Lender" means or any of its Affiliates.]
[ "Subordinate Loan" means a loan by the Subordinate Lender in an original principal
amount equal to the amount of the Initial Deposit.]
"Supplemental Indenture" means any indenture supplemental to this Indenture entered
into between the Issuer and the Trustee in accordance with Article VIII hereof.
"Tax Agreement" means the [Company Tax Certificate dated as of the Closing Date].
"Trustee" means [U.S. Bank National Association], until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter, "Trustee"
shall mean the successor Trustee.
"Unassigned Issuer's Rights" means all of the rights of the Issuer to receive Additional
Payments under Section 4.2 of the Loan Agreement, to be held harmless and indemnified under
Section 5.3 of the Loan Agreement, to be an insured under Section 5.5 of the Loan Agreement,
to be reimbursed for attorney's fees and expenses under Section 7.4 of the Loan Agreement, to
receive notices pursuant to Section 8.3 of the Loan Agreement and to give or withhold consent to
amendments, changes, modifications, alterations and termination of the Loan Agreement under
Section 8.6 of the Loan Agreement.
"Underwriter" means Dougherty & Company LLC.
Section 1.02 Interpretation
Any reference herein to the Issuer, to the governing body of the Issuer or to any member
or officer of either includes entities or officials succeeding to their respective functions, duties or
responsibilities pursuant to or by operation of law or lawfully performing their functions.
Any reference to a section or provision of the Constitution of the State or the Act, or to a
section, provision or chapter of the Minnesota Statutes, or to any statute of the United States of
America, includes that section, provision or chapter as amended, modified, revised,
supplemented or superseded from time to time, provided that no amendment, modification,
revision, supplement or superseding section, provision or chapter shall be applicable solely by
reason of this paragraph, if it constitutes in any way an impairment of the rights or obligations of
the Issuer, the Holders, the Trustee, the Registrar, the Paying Agent, any Authenticating Agent or
the Borrower under this Indenture, the Bond Resolution, the Bonds, the Loan Agreement, the
Note, the Regulatory Agreement or any other instrument or document entered into in connection
with any of the foregoing, including without limitation, any alteration of the obligation to pay
Bond Debt Service Charges in the amount and manner, at the times, and from the sources
provided in the Bond Resolution and this Indenture, except as permitted herein.
15
Unless the context indicates otherwise, words importing the singular number include the
plural number, and vice versa. The terms "hereof," "hereby," "herein," "hereto," "hereunder,"
"hereinafter" and similar terms refer to this Indenture; and the term "hereafter" means after, and
the term "heretofore" means before, the date of this Indenture. Words of any gender include the
correlative words of the other genders, unless the sense indicates otherwise.
Section 1.03 Captions and Headings
The captions and headings in this Indenture are solely for convenience of reference and in
no way define, limit or describe the scope or intent of any Articles, Sections, subsections,
paragraphs, subparagraphs or clauses hereof.
END OF ARTICLE I
16
ARTICLE II
AUTHORIZATION AND TERMS OF BONDS
Section 2.01 Authorized Amount of Bonds
No Bonds may be issued under the provisions of this Indenture except in accordance with
this Article. The total authorized principal amount of Bonds which shall be issued under the
provisions of this Indenture is $
Section 2.02 Issuance of Bonds
It is determined to be necessary to, and the Issuer shall, issue, sell and deliver $
principal amount of Bonds and shall loan the proceeds thereof to the Borrower to finance the
Project. The Bonds shall be designated "Multifamily Housing Revenue Bonds (Yorktown
Continental, LP Project), Series 2014A." The Bonds shall be issuable only in fully registered
form, substantially as set forth in Exhibit A to this Indenture, and shall be numbered in such
manner as determined by the Trustee in order to distinguish each Bond from any other Bond;
shall be in Authorized Denominations; shall be dated the Closing Date; and shall bear interest
from the most recent date to which interest has been paid or duly provided for or, if no interest
has been paid or duly provided for, from their date of delivery.
The Bonds shall mature on their respective Maturity Dates and shall bear interest from
their dates on the principal amount outstanding at their respective Interest Rates, payable on each
Interest Payment Date, calculated on the basis of a 360 -day year consisting of twelve 30 -day
months.
Section 2.03 Authorization of Bonds; Sale and Delivery of the Bonds
Upon the execution and delivery hereof, the Issuer shall execute the Bonds and deliver
them to the Trustee, and the Trustee shall authenticate or cause the authentication of the Bonds
and deliver them to such purchaser or purchasers as shall be directed by the Issuer, provided, that
there shall be previous thereto or simultaneous therewith filed with the Trustee the following:
(a) copies, certified by the City Clerk of the Issuer, of all resolutions adopted
and proceedings had by the Issuer authorizing the issuance and delivery of the Bonds,
including the Bond Resolution;
(b) a letter of instructions of the Issuer directing the Trustee to authenticate
and deliver the Bonds against receipt of the purchase price therefor,
(c) original executed counterparts of this Indenture, the Loan Agreement, the
Regulatory Agreement and the Note;
(d) an approving opinion of Bond Counsel in form and content acceptable to
the Issuer and the Underwriter;
17
(e) an opinion of counsel for the Borrower in form and content acceptable to
the Issuer, Bond Counsel and the Underwriter;
(f) an executed Tax Agreement; and
(g) payment to the Trustee, for the account of the Issuer, of the purchase price
for the Bonds of $
(h) payment to the Trustee, for the account of the Issuer, of the Initial Deposit.
Section 2.04 Special Obligations
The Bonds are special obligations of the Issuer payable solely from the Trust Estate and
any other revenues, funds and assets pledged under this Indenture and not from any other
revenues, funds or assets of the Issuer. The Bonds are not general obligations, debt or bonded
indebtedness of the Issuer or of the State or any political subdivision thereof (other than of the
Issuer to the limited extent set forth in this Indenture) and the Holders of the Bonds do not have
the right to have any excises or taxes levied by the Issuer or by the State or any political
subdivision thereof for the payment of the principal of and any premium and interest on the
Bonds. Neither the Issuer nor the State nor any political subdivision of the State will be
obligated to pay the principal of and the interest on the Bonds or other costs incident thereto
except from the Issuer Revenues pledged under this Indenture.
END OF ARTICLE II
18
ARTICLE III
TERMS OF BONDS GENERALLY
Section 3.01 Form of Bonds
The Bonds, the certificate of authentication and the form of assignment shall be in the
form thereof set forth in Exhibit A to this Indenture.
All Bonds, unless a Supplemental Indenture shall have been executed and delivered
pursuant to Section 8.02 hereof, shall be in fully registered form, and, except as provided in
Section 3.05 hereof, the Holder of a Bond shall be regarded as the absolute owner thereof for all
purposes of this Indenture.
The Bonds shall be negotiable instruments in accordance with the Act, and shall express
the purpose for which they are issued and any other statements or legends which may be required
by law. Each Bond shall be of a single maturity, unless the Trustee shall approve the
authentication and delivery of a Bond of more than one maturity.
Section 3.02 Execution and Authentication of Bonds
Each Bond shall be signed by the Mayor and City Manager in their official capacities
(provided that any or all of those signatures may be facsimiles). In case any officer whose
signature or a facsimile of whose signature shall appear on any Bond shall cease to be that
officer before the issuance of the Bond, his signature or the facsimile thereof nevertheless shall
be valid and sufficient for all purposes, the same as if he had remained in office until that time.
Any Bond may be executed on behalf of the Issuer by an officer who, on the date of execution is
the proper officer, although on the date of the Bond that person was not the proper officer.
No Bond shall be valid or become obligatory for any purpose or shall be entitled to any
security or benefit under this Indenture unless and until a certificate of authentication,
substantially in the form set forth in Exhibit A to this Indenture, has been signed by the Trustee.
The authentication by the Trustee upon any Bond shall be conclusive evidence that the Bond so
authenticated has been duly authenticated and delivered hereunder and is entitled to the security
and benefit of this Indenture. The certificate of the Trustee may be executed by any person
authorized by the Trustee, but it shall not be necessary that the same authorized person sign the
certificates of authentication on all of the Bonds.
Section 3.03 Source of Payment of Bonds
To the extent provided in and except as otherwise permitted by this Indenture, (i) the
Bonds shall be special limited obligations of the Issuer and the Bond Debt Service Charges
thereon shall be payable equally and ratably solely from the Issuer Revenues, including but not
limited to moneys and investments in the Special Funds, (ii) the payment of Bond Debt Service
Charges on the Bonds shall be secured by the assignment of Issuer Revenues hereunder and by
this Indenture, and (iii) payments due on the Bonds also shall be secured by the Note.
Notwithstanding anything to the contrary in the Bond Resolution, the Bonds or this Indenture,
the Bonds do not and shall not represent or constitute a debt or pledge of the faith and credit or
19
the taxing power of the Issuer or of the State or of any political subdivision, municipality or other
local agency thereof.
Section 3.04 Payment and Ownership of Bonds
Bond Debt Service Charges shall be payable in lawful money of the United States of
America without deduction for the services of the Trustee or the Paying Agent. Subject to the
provisions of Section 3.09 hereof, (i) the principal of any Bond shall be payable when due to a
Holder upon presentation and surrender of such Bond at the designated corporate trust office of
the Trustee or at the office, designated by the Trustee, of the Paying Agent, and (ii) interest on
any Bond shall be paid on the applicable Interest Payment Date by check or draft which the
Trustee shall cause to be mailed on that date to the Person in whose name the Bond is registered
on the Register at the close of business on the Regular Record Date applicable to that Interest
Payment Date, at such Holder's address appearing therein.
If and to the extent, however, that the Issuer shall fail to make payment or provision for
payment of interest on any Bond on any Interest Payment Date, that interest shall cease to be
payable to the Person who was the Holder of that Bond as of the applicable Regular Record
Date. In that event, except as provided below in this Section, when moneys become available for
payment of the interest, (x) the Trustee shall, pursuant to Section 7.06(d), establish a Special
Record Date for the payment of that interest which shall be not more than 15 nor fewer than 10
days prior to the date of the proposed payment, and (y) the Trustee shall cause notice of the
proposed payment and of the Special Record Date to be mailed by first -class mail, postage
prepaid, to each Holder at its address as it appears on the Register not fewer than 10 days prior to
the Special Record Date and, thereafter, the interest shall be payable to the Persons who are the
Holders of the Bonds at the close of business on the Special Record Date.
Subject to the foregoing, each Bond delivered under this Indenture upon transfer thereof,
or in exchange for or in replacement of any other Bond, shall carry the rights to interest accrued
and unpaid, and to accrue on that Bond, or which were carried by that Bond.
Except as provided in this Section and the first paragraph of Section 3.06 hereof, (i) the
Holder of any Bond shall be deemed and regarded as the absolute owner thereof for all purposes
of this Indenture, (ii) payment of or on account of the Bond Debt Service Charges on any Bond
shall be made only to or upon the order of that Holder or its duly authorized attorney in the
manner permitted by this Indenture, and (iii) none of the Issuer, the Trustee, the Registrar nor the
Paying Agent shall, to the extent permitted by law, be affected by notice to the contrary. All of
those payments shall be valid and effective to satisfy and discharge the liability upon that Bond,
including without limitation, the interest thereon, to the extent of the amount or amounts so paid.
Section 3.05 Registration, Transfer and Exchange of Bonds
The Trustee shall cause the Bond Register to be kept for the registration of Bonds and the
registration of transfers of Bonds. The registration of any Bond may be transferred only upon an
assignment duly executed by the registered holder or his duly authorized representative in such
form as shall be satisfactory to the Trustee, and upon surrender of such Bond to the Trustee for
cancellation. Whenever any Bond or Bonds shall be surrendered for registration of transfer, the
20
Issuer shall execute and the Trustee shall authenticate and deliver to the transferee a new Bond or
Bonds of Authorized Denomination or Denominations and for the amount of such Bond or
Bonds so surrendered.
Any Bond may be exchanged at the designated office of the Trustee, for a new Bond or
Bonds of an Authorized Denomination and for the aggregate amount of such Bond then
remaining Outstanding.
In all cases in which the registration of Bonds shall be transferred or Bonds shall be
exchanged hereunder, the Trustee may make a charge sufficient to reimburse it for any tax, fee or
other governmental charge required to be paid with respect to such transfer or exchange, and all
such taxes, fees or charges shall be Ordinary Expenses payable as scheduled pursuant to Section
6.03 hereof. The Trustee shall not be required to transfer or exchange any Bond after notice
calling such Bond for redemption has been mailed.
The person in whose name any Bond shall be registered shall be deemed and regarded as
the absolute owner thereof for all purposes, and payment of or on account of the principal of and
premium and interest on any such Bond shall be made only to or upon the order of the holder
thereof, or its legal representative, and neither the Issuer nor the Trustee shall be affected by any
notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums to be paid.
Section 3.06 Mutilated, Lost, Wronefully Taken or Destroyed Bonds
If any Bond is mutilated, lost, wrongfully taken or destroyed, in the absence of written
notice to the Issuer or the Registrar that a lost, wrongfully taken or destroyed Bond has been
acquired by a bona fide purchaser, the Issuer shall execute, and the Registrar shall authenticate
and deliver, a new Bond of like date, maturity and denomination as the Bond mutilated, lost,
wrongfully taken or destroyed, provided that (a) in the case of any mutilated Bond, the mutilated
Bond first shall be surrendered to the Registrar, and (b) in the case of any lost, wrongfully taken
or destroyed Bond, there first shall be furnished to the Registrar evidence of the loss, wrongful
taking or destruction satisfactory to the Registrar, together with indemnity satisfactory to the
Registrar for the Trustee, the Registrar and the Issuer.
If any lost, wrongfully taken or destroyed Bond shall have matured, instead of issuing a
new Bond, the Trustee may pay that Bond without surrender thereof upon the furnishing of
satisfactory evidence and indemnity as the Registrar may require, as in the case of issuance of a
new Bond. The Issuer, the Registrar and the Trustee may charge the Holder of a mutilated, lost,
wrongfully taken or destroyed Bond their reasonable fees and expenses in connection with their
actions pursuant to this Section.
Every new Bond issued pursuant to this Section by reason of any Bond being mutilated,
lost, wrongfully taken or destroyed (i) shall constitute, to the extent of the outstanding principal
amount of the Bond lost, mutilated, taken or destroyed, an additional contractual obligation of
the Issuer, regardless of whether the mutilated, lost, wrongfully taken or destroyed Bond shall be
enforceable at any time by anyone and (ii) shall be entitled to all of the benefits of this Indenture
equally and proportionately with any and all other Bonds issued and outstanding hereunder.
21
All Bonds shall be held and owned on the express condition that the foregoing provisions
of this Section are exclusive with respect to the replacement or payment of mutilated, lost,
wrongfully taken or destroyed Bonds and, to the extent permitted by law, shall preclude any and
all other rights and remedies with respect to the replacement or payment of negotiable
instruments or other investment securities without their surrender, notwithstanding any law or
statute to the contrary now existing or enacted hereafter.
Section 3.07 Cancellation of Bonds
Any Bond surrendered pursuant to this Article for the purpose of payment or retirement
or for exchange, replacement or transfer shall be cancelled upon presentation and surrender
thereof to the Registrar, the Trustee or the Paying Agent. Any Bond cancelled by the Trustee or
the Paying Agent shall be transmitted promptly to the Registrar by the Trustee or Paying Agent.
The Issuer, or the Borrower on behalf of the Issuer, may deliver at any time to the
Registrar for cancellation any Bonds previously authenticated and delivered hereunder, which
the Issuer or the Borrower may have acquired in any manner whatsoever. All Bonds so
delivered shall be cancelled promptly by the Registrar. Certification of the surrender and
cancellation shall be made to the Issuer and the Trustee by the Registrar upon written request to
the Registrar. Unless otherwise directed by the Issuer, cancelled Bonds shall be retained and
stored by the Registrar for a period of two years after their cancellation. Those cancelled Bonds
shall be destroyed by the Registrar by shredding or incineration at that time or at any earlier time
directed by the Issuer. The Registrar shall provide certificates describing the destruction of
cancelled Bonds to the Issuer and the Trustee upon written request to the Registrar. The costs of
such storage, shredding, incineration and certification shall constitute Ordinary Expenses payable
as scheduled pursuant to Section 6.03 hereof.
Section 3.08 Special Agreement with Holders
Notwithstanding any provision of this Indenture or of any Bond to the contrary, with the
written approval of the Borrower, the Trustee may enter into an agreement with any Holder
providing for making all payments to that Holder of principal of and interest on that Bond or any
part thereof (other than any payment of the entire unpaid principal amount thereof) at a place and
in a manner other than as provided in this Indenture and in the Bond, without presentation or
surrender of the Bond, upon any conditions which shall be satisfactory to the Trustee and the
Borrower, provided that payment in any event shall be made to the Person in whose name a
Bond shall be registered on the Register, with respect to payment of principal, on the date such
principal is due, and, with respect to the payment of interest, as of the applicable Regular Record
Date or Special Record Date, as the case may be.
The Trustee will furnish a copy of each of those agreements, certified to be correct by an
officer of the Trustee, to the Registrar, the Issuer and the Borrower. Any payment of principal or
interest pursuant to such an agreement shall constitute payment thereof pursuant to, and for all
purposes of, this Indenture.
Section 3.09 Book -Entry Only System
22
Notwithstanding any provision of this Indenture to the contrary, the Issuer may direct that
all Bonds issued hereunder shall be initially issued in a Book Entry System, registered in the
name of a Depository or its nominee as registered owner of the Bonds, and held in the custody of
that Depository. Unless otherwise requested by a Depository, a single certificate will be issued
and delivered to the Depository for each maturity of Bonds. Beneficial owners of Bonds in a
Book Entry System will not receive physical delivery of Bond certificates except as provided
hereinafter. For so long as a Depository shall continue to serve as securities depository for the
Bonds as provided herein, all transfers of beneficial ownership interests will be made by book -
entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial
ownership of Bonds is to receive, hold or deliver any Bond certificate, provided that if a
Depository fails or refuses to act as securities depository for the Bonds, the Issuer shall take the
actions necessary to provide for the issuance of Bond certificates to the Holders of such Bonds.
With respect to Bonds registered in the name of a Depository, the Issuer, the Borrower
and the Trustee shall have no responsibility or obligation to any participant therein or to any
Person on whose behalf any participant holds an interest in the Bonds. Without limiting the
immediately preceding sentence, neither the Issuer, the Borrower nor the Trustee shall have any
responsibility or obligation with respect to (i) the accuracy of the records of the Depository or
any participant therein or any other Person, other than a registered owner of the Bonds, as shown
on the registration books, or (ii) any notice with respect to the Bonds or (iii) the payment to any
participant in the Depository or any other Person, other than a registered owner of the Bonds, as
shown in the registration books, of any amount with respect to principal of or interest on or
purchase price of the Bonds.
Replacement Bonds may be issued directly to beneficial owners of Bonds other than a
Depository, or its nominee, but only in the event that (i) the Depository determines not to
continue to act as securities depository for the Bonds (which determination shall become
effective no less than 90 days after written notice to such effect to the Issuer and the Trustee); or
(ii) the Issuer has advised a Depository of its determination (which determination is conclusive
as to the Depository and beneficial owners of the Bonds) that the Depository is incapable of
discharging its duties as securities depository for the Bonds; or (iii) the Issuer has determined
(which determination is conclusive as to the Depository and the beneficial owners of the Bonds)
that the interests of the beneficial owners of the Bonds might be adversely affected if such book -
entry only system of transfer is continued. Upon occurrence of any of the foregoing events, the
Issuer and the Borrower shall use commercially reasonable efforts to attempt to locate another
qualified securities depository. If the Issuer and the Borrower fail to locate another qualified
securities depository to replace the Depository, the Issuer and the Borrower, at the Borrower's
expense, shall cause to be authenticated and delivered replacement Bonds, in certificate form, to
the beneficial owners of the Bonds. In the event that the Issuer makes the determination noted in
(ii) or (iii) above (provided that the Issuer undertakes no obligation to make any investigation to
determine the occurrence of any events that would permit the Issuer to make any such
determination), and has made provisions to notify the beneficial owners of Bonds of such
determination by mailing an appropriate notice to the Depository, it and the Borrower shall cause
to be issued replacement Bonds in certificate form to beneficial owners of the Bonds as shown
on the records of the Depository provided to the Issuer.
23
Upon the written consent of one hundred percent (100 %) of the beneficial owners of the
Bonds, the Trustee shall withdraw the Bonds from any Depository and authenticate and deliver
Bonds fully registered to the assignees of that Depository or its nominee. If the request for such
withdrawal is not the result of any Issuer action or inaction, such withdrawal, authentication and
delivery shall be at the cost and expense (including costs of printing, preparing and delivering
such Bonds) of the persons requesting such withdrawal, authentication and delivery; otherwise
such withdrawal, authentication and delivery shall be at the cost and expense of the Borrower.
Whenever, during the term of the Bonds, the beneficial ownership thereof is determined
by a book entry at a Depository, (i) the requirements in this Indenture of holding, delivering or
transferring Bonds shall be deemed modified to require the appropriate Person or entity to meet
the requirements of the Depository as to registering or transferring the book entry to produce the
same effect and (ii) delivery of the Bonds will be in accordance with arrangements among the
Issuer, the Trustee and the Depository notwithstanding any provision of this Indenture to the
contrary.
The Trustee and the Issuer shall enter into any letter of representation with a Depository
to implement the Book Entry System of bond registration described above.
END OF ARTICLE III
24
ARTICLE IV
REDEMPTION OF BONDS
Section 4.01 Redemption of Bonds
The Bonds are subject to redemption prior to maturity as provided in this section.
For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be
redeemed only in part, to the portion of the principal of such Bond that has been or is to be
redeemed, provided, however, that Bonds shall be redeemed in part only in such amounts that the
Bonds remaining outstanding after a redemption shall in all events be in Authorized
Denominations.
On each redemption date the Trustee shall transfer to the Registrar, but only from and to
the extent of funds held by the Trustee hereunder available for such purpose, an amount
sufficient to pay the redemption price of all Bonds or portions thereof to be redeemed on such
redemption date.
The Bonds shall be redeemed, in whole or in part, at a price equal to the principal amount
thereof plus accrued interest to the date fixed for redemption, on any Business Day on and after
in the event the Borrower exercises any option to prepay the Note and
amounts are paid from the proceeds of refunding bonds or otherwise from Available Moneys
upon the written direction of the Borrower delivered to the Issuer and the Trustee.
Section 4.02 Notice of Redemption
(a) Not less than 30 days prior to the redemption date, the Trustee shall give written
notice of redemption to the Holders (with a copy to the Borrower and the Investor Member) by
first class mail, postage prepaid, at their respective addresses appearing on the Bond Register.
The notice shall state:
(1) the redemption date;
(2) the redemption price;
(3) if less than all Outstanding Bonds are to be redeemed, the identification by
designation, letters, numbers or other distinguishing marks (and, in the case of partial
redemption, the respective principal amounts) of the Bonds to be redeemed;
(4) that on the redemption date the redemption price of each such Bond will
become due and payable to the extent of funds on deposit with the Trustee for that
purpose, and that interest on the principal amount of each such Bond to be redeemed shall
cease to accrue on such date;
25
(5) the place where such Bonds are to be surrendered for payment of the
redemption price, which place of payment shall be the office of the Trustee designated in
such notice; and
(6) such additional information as the Trustee or the Issuer shall deem
appropriate.
(b) In addition to the foregoing notice, further notice shall be given by the Trustee as
set out below, but no defect in such further notice nor any failure to give all or any portion of
such further notice shall in any manner defeat the effectiveness of a call for redemption if notice
thereof is given as above prescribed. Each further notice of redemption given hereunder shall
contain the information required above for an official notice of redemption and in addition (i) the
complete official title, including series designation, delivery date, interest rate and maturity date
of each Bond being redeemed, (ii) the certificate and CUSIP number of each such Bond, and, in
the case of a partial redemption, the amount of the principal represented by each such certificate
that is being redeemed, (iii) the date of mailing of official notice of redemption, and (iv) any
other descriptive information needed to identify accurately the Bonds being redeemed. Further
notices of redemption shall be sent by first class mail.
(c) Further notices of redemption shall be sent by first -class mail or overnight
delivery service to any Holder owning, on the date such notice is sent, Bonds in the aggregate
principal amount of $1,000,000 or more.
(d) If the Bonds are not then being held under a book entry system, each further
notice of redemption shall be sent at least 30 days before the redemption date by first class mail
or overnight delivery service to the Securities Depositories and to the Information Services. This
further notice of redemption sent to the Securities Depositories pursuant to the preceding
sentence shall be sent at such time as shall insure that such notice is received at least two
Business Days before official notice of such redemption is received.
(e) A second notice of redemption shall be sent by the same means as the first such
notice not later than 60 days after the redemption date to any Holder who shall not have
presented for payment the Bond or Bonds called for redemption within 30 days after such date.
(f) In the event the Bonds are called for redemption under circumstances resulting in
discharge of this Indenture under Section 9.02 hereof more than 90 days before the redemption
date, additional official and further notice of redemption satisfying the requirements of this
Section shall be given not less than 30 nor more than 60 days prior to such redemption date.
(g) Failure to give any official or further notice or any defect therein shall not affect
the validity of the proceedings for redemption of any Bond with respect to which no such failure
or defect has occurred or exists.
Any notice of the redemption of Bonds may state that such notice is conditional and that
if the conditions for redemption of such Bonds on the scheduled redemption date are not satisfied
(including the availability of funds sufficient to redeem such Bonds), such Bonds will not be
redeemed on such date and any Bonds tendered for payment on such date will be returned to the
Holders thereof.
26
Notice of redemption having been given as aforesaid, except as provided below, the
principal amount of the Bonds so to be redeemed shall become due and payable on the
redemption date at the redemption price specified, and on and after such date (unless the Issuer
shall default in the payment of the redemption price) such principal amount of the Bonds shall
cease to bear interest. Upon surrender of any such Bond for redemption in accordance with such
notice, such Bond shall be paid at the redemption price thereof to the extent that money is on
deposit with the Registrar for that purpose. Neither the failure of a Holder to receive such notice
nor any defect in any notice shall affect the sufficiency of the proceedings for such redemption.
If any Bond called for redemption shall not be so paid on the redemption date upon proper
surrender of the Bond for redemption, the redemption price and, to the extent lawful, interest
thereon shall, until paid, bear interest from the redemption date at the rate borne by the Bond
immediately before the redemption date.
If any Bond is to be redeemed only in part, it shall be surrendered to the Registrar (with,
if the Registrar so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Registrar duly executed by, the Holder thereof or its attorney duly authorized
in writing) and the appropriate officers of the Issuer shall execute and the Registrar shall
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or
Bonds of the same interest rate and of any Authorized Denomination or Authorized
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 surrendered.
END OF ARTICLE IV
27
ARTICLE V
PROVISIONS AS TO FUNDS,
PAYMENTS, PROJECT AND AGREEMENT
Section 5.01 Creation of Funds; Allocation of Bond Proceeds
(a) The funds and accounts described in this Section, designated as indicated are
created by this Section 5.01 in this Indenture. Each fund is to be maintained in the custody of the
Trustee as a separate bank account (except when invested in Eligible Investments). The funds
and accounts are:
(1) the Bond Fund designated "Bond Fund," and the "Initial Deposit
Account" therein;
(2) the Project Fund designated the "Project Fund ";
(3) the Collateral Fund designated "Collateral Fund ";
(4) the Costs of Issuance Fund; and
(5) the Rebate Fund designated "Rebate Fund."
(b) The proceeds of the sale of the Bonds (including without limitation, premium, if
any, and interest accrued thereon) in the amount of $ shall be deposited by the
Trustee on the Closing Date to the Project Fund.
[On the Closing Date, the Trustee shall deposit $ received by or on behalf
of the Borrower, from money other than the proceeds of the Bonds, in the Costs of Issuance
Fund.] In addition, the Trustee shall cause the Initial Deposit to be deposited by the provider
thereof to the Initial Deposit Account of the Bond Fund.
Section 5.02 Application of Loan Payments
So long as there are any Outstanding Bonds, any payments made by the Borrower
pursuant to the Note and the Loan Agreement shall be paid on each Loan Payment Date directly
to the Trustee and deposited into the Bond Fund, to be used to pay the interest and principal (if
any) on the Bonds on the next succeeding Interest Payment Date, provided that so long as there
are amounts available therefor, for purposes of paying interest on the Loan when due the Trustee
shall debit the Initial Deposit Account in the amount of interest due on the Bonds on each
Interest Payment Date and transfer the same to the Bond Fund to pay interest due on the Bonds
on each Interest Payment Date, and provided further that so long as there are amounts available
therefor, for purposes of making principal payments on the Loan when due the Trustee shall
debit the Collateral Fund and transfer the same to the Bond Fund to pay the principal of the
Bonds on the date set for redemption of the Bonds or payment of the Bonds on the Maturity
Date.
28
Section 5.03 Disbursements from the Proiect Fund
(a) Requisitions. Subject to the provisions of this Section 5.03(a) and Section 5.03(b)
below, the Trustee shall make disbursements from the Project Fund to pay Project Costs only
upon the receipt of a written request of the Borrower signed by an Authorized Borrower
Representative, which request shall be in the form attached as Exhibit B to the Loan Agreement
(a "Disbursement Request ").
(b) Project Fund. When the Trustee receives a Disbursement Request for a
disbursement from the Project Fund in accordance with the provisions of Section 5.03(a) above
and Sections 3.4 and 3.5 of the Loan Agreement, subject to the following paragraph, the Trustee
shall confirm that Available Moneys equal to or greater than the sum of (a) the amount set forth
in the Disbursement Request and (b) all prior disbursements made, are on deposit in the
Collateral Fund. Upon confirmation of the items above, the Trustee shall thereafter disburse the
funds from the Project Fund to pay Project Costs in the amount pursuant to the Disbursement
Request. Any interest earnings on the Project Fund shall be credited to the Bond Fund. No
proceeds of the Bonds may be disbursed for costs paid by the Borrower prior to the date of
issuance of the Bonds.
There shall be deposited from time to time in the Collateral Fund Available Moneys in
such amounts and at such times as may be necessary to allow the Trustee to disburse funds from
the Project Fund, pursuant to Section 5.03 hereof, upon the Trustee's receipt of a Disbursement
Request from the Borrower to pay Project Costs.
(c) Records. The Trustee shall cause to be kept and maintained adequate records
pertaining to the Project Fund and all disbursements therefrom as herein provided. If requested
by the Issuer or the Borrower, or the Investor Member, the Trustee shall file copies of the records
pertaining to the Project Fund and disbursements therefrom with the Issuer and the Borrower and
the Investor Member.
The proceeds of the Bonds shall be used exclusively to pay costs that (i) are (A) capital
expenditures (as defined in Section 1.150 -1(a) of the Code's regulations) and (B) not made for
the acquisition of existing property, to the extent prohibited in Section 147(d) of the Code, and
(ii) are made exclusively with respect to a "qualified residential rental project" within the
meaning of Section 142(d) of the Code so that the Project and the land on which it is located will
have been financed fifty percent (50 %) or more by the proceeds of the Bonds for the purpose of
complying with Section 42(h)(4)(B) of the Code, provided, however, the foregoing
representation, covenant and warranty is made for the benefit of the Borrower and its partners
and neither the Trustee nor the Issuer shall have any obligation to enforce this covenant nor shall
they incur any liability to any person, including without limitation, the Borrower, the partners of
the Borrower, any other affiliate of the Borrower or the holders of the Bonds for any failure to
meet the intent expressed in the foregoing representation, covenant and warranty, and provided
further that failure to comply with this representation, covenant and warranty shall not constitute
a default or Event of Default under this Indenture.
Upon the occurrence and continuance of an Event of Default hereunder because of which
the principal amount of the Bonds has been declared to be due and immediately payable pursuant
29
to Section 7.03 hereof, any moneys remaining in the Project Fund shall be promptly transferred
by the Trustee to the Bond Fund.
Section 5.04 Bond Fund
There shall be deposited in the Bond Fund (1) the amounts set forth in Section 5.01, if
any, (2) interest earnings on the Project Fund and the Collateral Fund and (3) amounts set forth
under this Section 5.04.
The Bond Fund (and the Initial Deposit Account therein) and the moneys and Eligible
Investments therein shall be used solely and exclusively for the payment of Bond Debt Service
Charges as they become due and at stated maturity, or upon redemption or acceleration, all as
provided herein and in the Loan Agreement.
The Trustee shall transmit to the Paying Agent, as appropriate, from moneys on deposit
in the Bond Fund, amounts sufficient to make timely payments of Bond Debt Service Charges on
the Bonds. To the extent that the amount needed by the Paying Agent is not sufficiently
predictable, the Trustee may make any credit arrangements with the Paying Agent which will
permit those payments to be made. The Issuer authorizes and directs the Trustee to cause
withdrawal of moneys from the Bond Fund which are available for the purpose of paying, and
are sufficient to pay, Bond Debt Service Charges on the Bonds as they become due and payable,
for the purposes of paying or transferring moneys to the Paying Agent which are necessary to
pay such Bond Debt Service Charges. Amounts credited to or on deposit in the Initial Deposit
Account shall be transferred to the Bond Fund on each Loan Payment Date in order to provide
for the payment of Bond Debt Service Charges on the next succeeding Bond Payment Date.
In the event that amounts on deposit in the Bond Fund on any Loan Payment Date are
insufficient to make the payment of Bond Debt Service Charges due on the next succeeding
Bond Payment Date, the Trustee shall transfer funds in the following order to the Bond Fund and
use such funds, together with amounts then on deposit in the Bond Fund, to pay the Bond Debt
Service Charges due on the next succeeding Bond Payment Date:
(1) first, from amounts on deposit in the Initial Deposit Account of the Bond
Fund;
(2) second, from amounts on deposit in the Collateral Fund; and
(3) third, from amounts on deposit in the Project Fund.
Section 5.05 Investment of Special Funds
(a) Any money held as part of the funds and accounts created under this Indenture
shall be invested or reinvested by the Trustee solely in Eligible Investments pursuant to written
direction from the Borrower consistent with the terms of this Indenture. All such Eligible
Investments shall mature or be subject to withdrawal or redemption without discount or penalty
prior to the next Interest Payment Date. In addition, following receipt of written notice of an
Event of Default of the Borrower, the Trustee shall invest and reinvest the money it holds as part
of the funds and accounts in Eligible Investments consistent with the terms of this Indenture.
30
Except as described below, any investment made with money on deposit in a fund or account
shall be held by or under control of the Trustee and shall be deemed at all times a part of the fund
or account where such money was on deposit, and the interest and profits realized from such
investment shall be credited to such fund or account and any loss resulting from such investment
shall be charged to such fund or account. In the absence of the receipt of any investment
instructions as provided herein, the Trustee is hereby directed authorized to invest all money
under its control in money market mutual funds described in clause (ii) of the definition of
Eligible Investments.
(b) The Trustee may make any investment through its own bond department,
investment department or other commercial banking department or Affiliate of the Trustee
providing investment services. The Trustee, any such department or the Trustee's Affiliates may
receive reasonable and customary compensation in connection with any investment made under
this Indenture.
(c) The Trustee shall have no liability or responsibility for any depreciation of the
value of any investment made in accordance with the provisions of this Indenture or for any loss
resulting from such investment or redemption, sale or maturity thereof made in accordance with
the provisions of this Indenture.
(d) Unless otherwise confirmed in writing, an account statement delivered by the
Trustee to the Borrower shall be deemed written confirmation by said party that the investment
transactions identified therein accurately reflect the investment directions given to the Trustee by
said party, unless said party notifies the Trustee in writing to the contrary within 30 days of the
date of receipt of such statement.
(e) The Issuer (and the Borrower by its execution of the Loan Agreement)
acknowledges that to the extent regulations of the Office of the Comptroller of the Currency or
other applicable regulatory entity grant the Issuer or the Borrower the right to receive brokerage
confirmations of security transactions as they occur, the Issuer and the Borrower specifically
waive receipt of such confirmations to the extent permitted by law. The Trustee will furnish to
the Issuer, the Borrower and the Investor Limited Partner periodic cash transaction statements
that include detail for all investment transactions made by the Trustee hereunder.
(f) Except as otherwise provided in subsection (g), the Trustee and Borrower
covenant that all investments of amounts deposited in any fund or account created by or pursuant
to this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of
Section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation
is required by this Indenture or the Code) at Fair Market Value.
Section 5.06 Moneys to be Held in Trust
Except where moneys have been deposited with or paid to the Trustee pursuant to an
instrument restricting their application to particular Bonds, all moneys required or permitted to
be deposited with or paid to the Trustee or the Paying Agent under any provision of this
Indenture or the Note, and any investments thereof, shall be held by the Trustee or the Paying
Agent in trust. Except for moneys held by the Trustee pursuant to Section 5.09 hereof, all
31
moneys described in the preceding sentence held by the Trustee or the Paying Agent shall be
subject to the lien hereof while so held.
Section 5.07 Nonpresentment of Bonds
In the event that any Bond shall not be presented for payment when the principal thereof
becomes due, or a check or draft for interest is uncashed, if moneys sufficient to pay the
principal then due of that Bond or of such check or draft shall have been made available to the
Trustee for the benefit of its Holder, all liability of the Issuer to that Holder for such payment of
the principal then due of the Bond or of such check or draft thereupon shall cease and be
discharged completely. Thereupon, it shall be the duty of the Trustee to hold those moneys,
without liability for interest thereon, in a separate account in the Bond Fund for the exclusive
benefit of the Holder, who shall be restricted thereafter exclusively to those moneys for any
claim of whatever nature on its part under this Indenture or on, or with respect to, the principal
then due of that Bond or of such check or draft. The Trustee shall notify the Borrower in writing
of any Bond that has not been presented for payment when the principal thereof becomes due.
Any of those moneys which shall be so held by the Trustee, and which remain unclaimed
by the Holder of a Bond not presented for payment or check or draft not cashed for a period of
two years after the due date thereof, shall be paid to the Borrower free of any trust or lien, upon a
request of the Borrower in writing executed by an Authorized Borrower Representative.
Thereafter, the Holder of that Bond shall look only to the Borrower for payment and then only to
the amounts so received by the Borrower without any interest thereon, and the Trustee shall not
have any responsibility with respect to those moneys.
Section 5.08 Repayment to the Borrower from the Bond Fund
Except as provided in Section 5.09 hereof, any amounts remaining in the Bond Fund (i)
after all of the outstanding Bonds shall be deemed paid and discharged under the provisions of
this Indenture, and (ii) after payment of all fees, charges and expenses of the Trustee, the
Registrar, the Paying Agents and the Issuer, and of all other amounts required to be paid under
this Indenture, the Loan Agreement, the Regulatory Agreement and the Note, shall be paid to the
Borrower to the extent that those amounts are in excess of those necessary to effect the payment
and discharge of the outstanding Bonds.
Section 5.09 Rebate Fund
Any provision hereof to the contrary notwithstanding, amounts credited to the Rebate
Fund shall be free and clear of any lien hereunder.
The Trustee shall furnish to the Borrower all information reasonably requested by the
Borrower with respect to the Bonds and investments of the funds and accounts maintained by the
Trustee hereunder. The Trustee shall make deposits to and disbursements from the Rebate Fund
(including rebate payments to the United States required to be made by the Tax Agreement), as
well as investments of the amounts therein, in accordance with the written directions received
from the Borrower and the Investor Member pursuant to the Tax Agreement.
Section 5.10 Valuation
32
For the purpose of determining the amount on deposit to the credit of any fund or
account, the value of obligations in which money in such fund or account shall have been
invested shall be computed at the then market value thereof.
The Eligible Investments shall be valued by the Trustee at any time requested by the
Borrower on reasonable notice to the Trustee (which period of notice may be waived or reduced
by the Trustee), provided, however, that the Trustee shall not be required to value the Eligible
Investments more than once in any calendar month.
Section 5.11 Completion of the Project
The completion of the Project and payment of all costs and expenses incident thereto
shall be evidenced by the filing with the Trustee of the Completion Certificate required by
Section 3.7 of the Loan Agreement. As soon as practicable after the fling with the Trustee of
the Completion Certificate, any balance remaining in the Project Fund (other than the amounts
retained by the Trustee as described in the Completion Certificate) shall be deposited or applied
in accordance with the direction of the Borrower executed by an Authorized Borrower
Representative pursuant to Section 3.4 of the Loan Agreement.
Section 5.12 Collateral Fund
There shall be deposited from time to time in the Collateral Fund, Available Moneys in
such amounts and at such times as may be necessary to allow the Trustee to transfer funds from
the Project Fund, pursuant to Section 5.03 hereof, upon the Trustee's receipt of a disbursement
request from the Borrower. Moneys in the Collateral Fund shall be invested in Eligible
Investments.
The Collateral Fund shall only be used and applied for, and irrevocably committed to, the
payment of (i) the Bond Debt Service Charges on the Bonds which are due and payable on any
Interest Payment Date or Maturity Date and (ii) the Bond Debt Service Charges on the Bonds as
and when due at any other Bond Payment Date. Any interest earnings on the Collateral Fund
shall be credited to the Bond Fund.
Section 5.13 Costs of Issuance Fund
The Trustee shall use money on deposit to the credit of the Costs of Issuance Fund to pay
the costs of issuance on the Closing Date or as soon as practicable thereafter in accordance with
written instructions to be given to the Trustee by the Issuer, as set forth in a certificate of the
Issuer delivered to the Trustee on the Closing Date or as otherwise directed by the Issuer, upon
delivery to the Trustee of appropriate invoices for such expenses. Investment earnings on
amounts on deposit in the Costs of Issuance Fund shall be retained in such fund. Amounts
remaining on deposit in the Costs of Issuance Fund sixty (60) days after the Closing Date shall
be remitted by the Trustee to the Borrower. Upon such final disbursement, the Trustee shall
close the Costs of Issuance Fund.
END OF ARTICLE V
33
ARTICLE VI
THE TRUSTEE, REGISTRAR, PAYING AGENTS
AND AUTHENTICATING AGENTS
Section 6.01 Trustee's Acceptance and Responsibilities
The Trustee accepts the trusts imposed upon it by this Indenture, and agrees to observe
and perform those trusts, but only upon and subject to the terms and conditions set forth in this
Article, to all of which the parties hereto and the Holders agree.
(a) Prior to the occurrence of a default or an Event of Default (as defined in Section
7.01 hereof) of which the Trustee has been notified, as provided in paragraph (f) of Section 6.02
hereof, or of which by that paragraph the Trustee is deemed to have notice, and after the cure or
waiver of all defaults or Events of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which
are set forth specifically in this Indenture, and no duties or obligations shall be implied to
the Trustee;
(ii) in the absence of bad faith, wilful misconduct or gross negligence on its
part, the Trustee may rely conclusively, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture; but in the case of any
such certificates or opinions which by any provision hereof are required specifically to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture.
(b) In case a default or an Event of Default has occurred and is continuing hereunder
(of which the Trustee has been notified, or is deemed to have notice), the Trustee shall exercise
those rights and powers vested in it by this Indenture and shall use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs.
(c) No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that
(i) this Subsection shall not be construed to affect the limitation of the
Trustee's duties and obligations provided in subparagraph (a)(i) of this Section or the
Trustee's right to rely on the truth of statements and the correctness of opinions as
provided in subparagraph (a)(ii) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith
by any one of its officers, unless it shall be established that the Trustee was grossly
negligent in ascertaining the pertinent facts;
34
(iii) the Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the Holders of not less
than a majority in principal amount of the Bonds then outstanding relating to the time,
method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this Indenture; and
(iv) no provision of this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers if it shall have
reasonable grounds in its sole discretion for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 6.01.
Section 6.02 Certain Rights and Obligations of the Trustee
Except as otherwise provided in Section 6.01 hereof:
(a) The Trustee (i) may execute any of the trusts or powers hereof and
perform any of its duties by or through attorneys, agents, receivers or employees (but
shall be answerable therefor only in accordance with the standard specified above), (ii)
shall be entitled to the advice of counsel concerning all matters of trusts hereof and
duties hereunder, and (iii) may pay reasonable compensation in all cases to all of those
attorneys, agents, receivers and employees reasonably employed by it in connection
with the trusts hereof (at its own expense or, if such attorneys, agents and receivers are
reasonably employed by the Trustee to perform Extraordinary Services, at the expense
of the Borrower as provided in Section 6.03 hereof). The Trustee may act upon the
opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer
or the Borrower) approved by the Trustee in the exercise of reasonable care. The
Trustee shall not be responsible for any loss or damage resulting from any action taken
or omitted to be taken in good faith in reliance upon that opinion or advice.
(b) The Trustee shall not be responsible for:
(i) the validity, priority, recording, re- recording, filing or re -filing of
this Indenture or any Supplemental Indenture or the Regulatory Agreement,
(ii) any instrument or document of further assurance or collateral
assignment,
(iii) insurance of the Project,
(iv) the validity of the execution by the Issuer of this Indenture, any
Supplemental Indenture or instruments or documents of further assurance,
35
(v) the sufficiency of the security for the Bonds issued hereunder or
intended to be secured hereby,
(vi) the value of or title to the Project,
except that, in the event that the Trustee enters into possession of a part or all of
the Project pursuant to any provision of the Regulatory Agreement or any other
instrument or document collateral thereto, the Trustee shall use due diligence in
preserving that property. The Trustee shall not be bound to ascertain or inquire as
to the observance or performance of any covenants, agreements or obligations on
the part of the Issuer or the Borrower under the Loan Agreement except as set
forth hereinafter; but the Trustee may require of the Issuer or the Borrower full
information and advice as to the observance or performance of those covenants,
agreements and obligations. Except as otherwise provided in Section 7.04 hereof,
the Trustee shall have no obligation to observe or perform any of the duties of the
Issuer under the Loan Agreement.
(c) The Trustee shall not be accountable for the application by the Borrower
or any other Person of the proceeds of any Bonds authenticated or delivered hereunder.
(d) The Trustee shall be protected, in the absence of bad faith on its part, in
acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or
other paper or document reasonably believed by it to be genuine and correct and to
have been signed or sent by the proper Person or Persons. Any action taken by the
Trustee pursuant to this Indenture upon the request, authority or consent of any Person
who is the Holder of any Bonds at the time of making the request or giving the
authority or consent, shall be conclusive and binding upon all future Holders of the
same Bond and of Bonds issued in exchange therefor or in place thereof.
(e) As to the existence or nonexistence of any fact for which the Issuer or the
Borrower may be responsible or as to the sufficiency or validity of any instrument,
document, report, paper or proceeding, the Trustee, in the absence of bad faith on its
part, shall be entitled to rely upon a certificate signed on behalf of the Issuer or
Borrower, as appropriate, by an authorized officer or representative thereof as sufficient
evidence of the facts recited therein. Prior to the occurrence of a default or Event of
Default hereunder of which the Trustee has been notified, as provided in paragraph (f)
of this Section, or of which by that paragraph the Trustee is deemed to have notice, the
Trustee may accept a similar certificate to the effect that any particular dealing,
transaction or action is necessary or expedient, provided that the Trustee in its
discretion may require and obtain any further evidence which it deems to be necessary
or advisable; and, provided further, that the Trustee shall not be bound to secure any
such further evidence.
(f) The Trustee shall not be required to take notice, and shall not be deemed
to have notice, of any default or Event of Default hereunder, except Events of Default
described in paragraphs (a), (b) and (d) (but only with respect to paragraph (a) of
Section 7.1 of the Loan Agreement) of Section 7.01 hereof, unless the Trustee shall be
U1
notified specifically of the default or Event of Default in a written instrument or
document delivered to it by the Issuer or by the Holders of at least 10% of the aggregate
principal amount of Bonds then outstanding. In the absence of delivery of a notice
satisfying those requirements, the Trustee may assume conclusively that there is no
default or Event of Default, except as noted above.
(g) The Trustee shall not be required to give any bond or surety with respect
to the execution of these trusts and powers or otherwise in respect of the premises.
(h) Notwithstanding anything contained elsewhere in this Indenture, the
Trustee may demand any showings, certificates, reports, opinions, appraisals and other
information, and any corporate action and evidence thereof, in addition to that required
by the terms hereof, as a condition to the authentication of any Bonds or the taking of
any action whatsoever within the purview of this Indenture, if the Trustee deems it to
be desirable for the purpose of establishing the right of any Person to the taking of any
other action by the Trustee, provided that the Trustee shall not be required to make that
demand.
(i) Before taking action hereunder pursuant to Section 6.04 or Article VII
hereof (with the exception of any action required to be taken under Section 7.02
hereof), the Trustee may require that a satisfactory indemnity bond be furnished to it for
the reimbursement of all expenses which it may incur and to protect it against all
liability by reason of any action so taken, except liability which is adjudicated to have
resulted from its negligence or willful misconduct. The Trustee may take action
without that indemnity, and in that case, the Borrower shall reimburse the Trustee for
all of the Trustee's expenses pursuant to Section 6.03 hereof.
0) Unless otherwise provided herein, all moneys received by the Trustee
under this Indenture shall be held in trust for the purposes for which those moneys were
received, until those moneys are used, applied or invested as provided herein, provided
that those moneys need not be segregated from other moneys, except to the extent
required by this Indenture or by law. Absent written direction provided to the Trustee
pursuant to Section 5.05 hereof, the Trustee shall not be responsible or liable for
keeping moneys held by it hereunder invested in any particular investment, and the
Trustee shall not have any liability for interest on any moneys received hereunder,
except to the extent expressly provided herein.
(k) Any resolution by the governing body of the Issuer, and any opinions,
certificates and other instruments and documents for which provision is made in this
Indenture, may be accepted by the Trustee, in the absence of bad faith on its part, as
conclusive evidence of the facts and conclusions stated therein and shall be full
warrant, protection and authority to the Trustee for its actions taken hereunder.
(1) The Trustee shall be entitled to file proofs of claim in bankruptcy at the
direction of the Holders of at least 25% in aggregate principal amount of Bonds
outstanding. Trustee fees and expenses are intended to constitute administrative
expenses in bankruptcy.
37
(n) The duties and obligations of the Trustee shall be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this Indenture.
No implied covenants or obligations shall be read into this Indenture against the Trustee.
Notwithstanding any provision herein, the Trustee shall have no duty or obligation to the
Borrower except as may be expressly set forth in this Indenture.
(o) The Trustee shall not be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising or caused, directly or
indirectly by circumstances beyond its reasonable control including, without limitation,
acts of God; earthquakes; fire; flood; hurricanes or other storms wars; terrorism; similar
military disturbances; sabotage; epidemic; pandemic; riots; interruptions; loss or
malfunctions of utilities, communications services; accidents; labor disputes; acts of civil
or military authority or governmental action; it being understood that the Trustee shall
use commercially reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as reasonably practicable under any
such circumstances.
(p) Notwithstanding anything contained herein to the contrary, upon the
occurrence and continuance of an Event of Default, before taking any action which may
subject the Trustee to liability under any environmental law, statute, regulation or similar
requirement relating to the environment, the Trustee may require that a satisfactory
indemnity bond, indemnity or environmental impairment insurance be furnished for the
payment or reimbursement of all costs and expenses to which it may be put (including
reasonable attorney's fees, costs and expenses) and to protect it against all liability
resulting from any claims, judgments, damages, losses, penalties, fines, liabilities
(including strict liability) and costs and expenses which may result from such foreclosure
or other action (including reasonable attorney's fees, costs and expenses).
Section 6.03 Fees, Charges and Expenses of Trustee, Registrar, Paving Agents
and Authenticating Agents
The Trustee, Registrar, Paying Agents and Authenticating Agents shall be entitled to
payment or reimbursement by the Borrower, as provided in the Loan Agreement, for customary
fees for their respective Ordinary Services rendered hereunder and for all advances, counsel fees
and other Ordinary Expenses reasonably and necessarily paid or incurred by them in connection
with the provision of Ordinary Services. For purposes hereof, fees for Ordinary Services
provided for by their respective standard fee schedule shall be considered customary.
Notwithstanding anything in this Indenture or the other Loan Documents to the contrary, fees of
the Trustee, Registrar, Paying Agents and Authenticating Agents for Ordinary Services and any
fees for services of the Dissemination Agent under the Continuing Disclosure Agreement shall
be paid directly by the Borrower to the Trustee as provided in Section 4.2(c) of the Loan
Agreement. In the event that it should become necessary for any of them to perform
Extraordinary Services, they shall be entitled to customary extra compensation therefor and to
reimbursement for reasonable and necessary Extraordinary Expenses incurred in connection
therewith. Unless and until such time as the Trustee resigns or is replaced, and a successor
38
Trustee is appointed pursuant to Section 6.09 hereunder, the Trustee shall continue to perform its
duties hereunder notwithstanding the Borrower's failure to timely pay such fees.
Without creating a default or an Event of Default hereunder, however, the Borrower may
contest in good faith the necessity for any Extraordinary Service and Extraordinary Expense and
the amount of any fee, charge or expense except Ordinary Expenses.
The Trustee, Registrar, Paying Agents and Authenticating Agents shall not be entitled to
compensation or reimbursement for Extraordinary Services or Extraordinary Expenses
occasioned by their negligence or willful misconduct. The customary fees for their respective
Ordinary Services and charges of the foregoing shall be entitled to payment and reimbursement
only from (i) the Additional Payments made by the Borrower pursuant to the Loan Agreement,
or (ii) from other moneys available therefor. Any amounts payable to the Trustee, the Registrar,
the Paying Agents or the Authenticating Agents pursuant to this Section 6.03 shall be payable
upon receipt of a detailed invoice from the Trustee, Registrar, Paying Agents or Authenticating
Agents, as applicable, and shall bear interest beginning thirty (30) days following the provision
of the respective invoice to the Borrower at the Interest Rate for Advances.
Section 6.04 Intervention by Trustee
The Trustee may intervene on behalf of the Holders, and shall intervene if requested to do
so in writing by the Holders of at least 25% of the aggregate principal amount of Bonds then
outstanding, in any judicial proceeding to which the Issuer or the Borrower is a party and which
in the opinion of the Trustee and its counsel has a substantial bearing on the interests of Holders
of the Bonds. The rights and obligations of the Trustee under this Section are subject to the
approval of that intervention by a court of competent jurisdiction. The Trustee may require that
a satisfactory indemnity bond be provided to it in accordance with Sections 6.01 and 6.02 hereof
before it takes action hereunder.
Section 6.05 Successor Trustee
Anything herein to the contrary notwithstanding,
(a) any corporation or association (i) into which the Trustee may be converted
or merged, (ii) with which the Trustee or any successor to it may be consolidated, or (iii)
to which it may sell or transfer its corporate trust assets and corporate trust business as a
whole or substantially as a whole, or any corporation or association resulting from any
such conversion, merger, consolidation, sale or transfer, ipso facto, shall be and become
successor Trustee hereunder and shall be vested with all of the title to the whole property
or Trust Estate hereunder; and
(b) that corporation or association shall be vested further, as was its
predecessor, with each and every trust, property, remedy, power, right, duty, obligation,
discretion, privilege, claim, demand, cause of action, immunity, estate, title, interest and
lien expressed or intended by this Indenture to be exercised by, vested in or conveyed to
39
the Trustee, without the execution or filing of any instrument or document or any further
act on the part of any of the parties hereto.
Any successor Trustee, however, (i) shall be a trust company or a bank having the powers of a
trust company, (ii) shall be in good standing within the State, (iii) shall be duly authorized to
exercise trust powers within the State, (iv) shall have a reported capital, surplus and retained
earnings of not less than $100,000,000, and (v) shall have at least a Minimum Trustee Rating.
Section 6.06 Appointment of Co- Trustee
It is the purpose of this Indenture that there shall be no violation of any law of any
jurisdiction (including without limitation, the laws of the State) denying or restricting the right of
banks or trust companies to transact business as trustees in that jurisdiction. It is recognized that,
(a) if there is litigation under this Indenture or other instruments or documents relating to the
Bonds and the Project, and in particular, in case of the enforcement hereof or thereof upon a
default or an Event of Default, or (b) if the Trustee should deem that, by reason of any present or
future law of any jurisdiction, it may not (i) exercise any of the powers, rights or remedies
granted herein to the Trustee, (ii) hold title to the properties, in trust, as granted herein, or (iii)
take any action which may be desirable or necessary in connection therewith, it may be
necessary that the Trustee appoint an individual or additional institution as a co- Trustee. The
following provisions of this Section are adapted to these ends.
In the event that the Trustee appoints an individual or additional institution as a co-
Trustee, each and every trust, property, remedy, power, right, duty, obligation, discretion,
privilege, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or
intended by this Indenture to be exercised by, vested in or conveyed to the Trustee shall be
exercisable by, vest in and be conveyed to that co- Trustee, but only to the extent necessary for it
to be so vested and conveyed and to enable that co- Trustee to exercise it. Every covenant,
agreement and obligation necessary to the exercise thereof by that co- Trustee shall run to and be
enforceable by it.
Should any instrument or document in writing from the Issuer reasonably be required by
the co- Trustee so appointed by the Trustee for vesting and conveying more fully and certainly in
and to that co- Trustee those trusts, properties, remedies, powers, rights, duties, obligations,
discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and
liens, that instrument or document shall be executed, acknowledged and delivered, but not
prepared, by the Issuer. In case any co- Trustee or a successor to it shall die, become incapable of
acting, resign or be removed, all of the trusts, properties, remedies, powers, rights, duties,
obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles,
interests and liens of the co- Trustee shall be exercised by, vest in and be conveyed to the Trustee,
to the extent permitted by law, until the appointment of a successor to the co- Trustee.
The total compensation of the Trustee and any co- Trustee or separate trustee shall be as,
and may not exceed the amounts, provided in Section 6.03 hereof.
40
Section 6.07 Resignation by the Trustee
The Trustee may resign at any time from the trusts created hereby by giving written
notice of the resignation to the Issuer, the Borrower, the Investor Member, the Registrar, the
Paying Agents and Authenticating Agents, and by mailing written notice of the resignation to the
Holders as their names and addresses appear on the Register at the close of business fifteen days
prior to the mailing. Notwithstanding the foregoing, if the Trustee no longer has a Minimum
Trustee Rating, it shall resign within sixty (60) calendar days of the withdrawal or suspension of
a former Minimum Trustee Rating or other event giving rise to its failure to maintain a Minimum
Trustee Rating. The resignation shall take effect upon the appointment of a successor Trustee as
provided for in Section 6.09 of this Indenture or an order of a court of competent jurisdiction
allowing the Trustee to resign.
Section 6.08 Removal of the Trustee
The Trustee may be removed at any time by an instrument or document or concurrent
instruments or documents in writing delivered to the Trustee, with copies thereof mailed to the
Issuer, the Registrar, the Paying Agents and Authenticating Agents and the Borrower, and signed
by or on behalf of the Majority of the Holders of the Bonds.
The Trustee also may be removed at any time for any breach of trust or for acting or
proceeding in violation of, or for failing to act or proceed in accordance with, any provision of
this Indenture with respect to the duties and obligations of the Trustee by any court of competent
jurisdiction upon the application of the Issuer or the Holders of not less than 25% in aggregate
principal amount of the Bonds then outstanding under this Indenture.
The removal of the Trustee under this Section 6.08 shall take effect upon the appointment
of a successor Trustee as provided for in Section 6.09 of this Indenture.
Section 6.09 Appointment of Successor Trustee
If (i) the Trustee shall resign, shall be removed, shall be dissolved, or shall become
otherwise incapable of acting hereunder, (ii) the Trustee shall be taken under the control of any
public officer or officers, or (iii) a receiver shall be appointed for the Trustee by a court, then a
successor Trustee shall be appointed by the Issuer, provided that if a successor Trustee is not so
appointed within thirty days after (a) a notice of resignation or an instrument or document of
removal is received by the Issuer, as provided in Sections 6.07 and 6.08 hereof, respectively, or
(b) the Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a
receiver is appointed, in each case, as provided above, then, but only so long as the Issuer shall
not have appointed a successor Trustee, the Holders of a majority in aggregate principal amount
of Bonds then outstanding may designate a successor Trustee by an instrument or document or
concurrent instruments or documents in writing signed by or on behalf of those Holders. If no
appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this
Section, the Holder of any Bond outstanding hereunder or any retiring Trustee may apply to any
court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after
such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.
41
Every successor Trustee appointed pursuant to this Section (i) shall be a trust company or
a bank having the powers of a trust company (ii) shall be in good standing within the State, (iii)
shall be duly authorized to exercise trust powers within the State, (iv) shall have a reported
capital, surplus and retained earnings of not less than $100,000,000, (v) shall be willing to accept
the trusteeship under the terms and conditions of this Indenture, and (vi) shall have a Minimum
Trustee Rating.
Every successor Trustee appointed hereunder shall execute and acknowledge, and shall
deliver to its predecessor, the Issuer and the Borrower an instrument or document in writing
accepting the appointment. Thereupon, without any further act, the successor shall become
vested with all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions,
privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of its
predecessor. Upon the written request of its successor, the Issuer or the Borrower, and payment
of all fees and expenses owed to it, the predecessor Trustee (i) shall execute and deliver an
instrument or document transferring to its successor all of the trusts, properties, remedies,
powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action,
immunities, estates, titles, interests and liens of the predecessor Trustee hereunder, and (ii) shall
take any other action necessary to duly assign, transfer and deliver to its successor all property
(including without limitation, all securities and moneys) held by it as Trustee. Should any
instrument or document in writing from the Issuer be requested by any successor Trustee for
vesting and conveying more fully and certainly in and to that successor the trusts, properties,
remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of
action, immunities, estates, titles, interests and liens vested or conveyed or intended to be vested
or conveyed hereby in or to the predecessor Trustee, the Issuer shall execute, acknowledge and
deliver that instrument or document.
In the event of a change in the Trustee, the predecessor Trustee shall cease to be
custodian of any moneys which it may hold pursuant to this Indenture and shall cease to be
Registrar, Authenticating Agent and a Paying Agent for any of the Bonds, to the extent it served
in any of those capacities.
Section 6.10 Adoption of Authentication
In case any of the Bonds shall have been authenticated, but shall not have been delivered,
any successor Trustee, Registrar or Authenticating Agent may adopt the certificate of
authentication of any predecessor Trustee, Registrar or Authenticating Agent and may deliver
those Bonds so authenticated as provided herein. In case any Bonds shall not have been
authenticated, any successor Trustee, Registrar or Authenticating Agent may authenticate those
Bonds in its own name as successor Trustee. In all cases, the certificate of authentication shall
have the same force and effect as provided in the Bonds or in this Indenture with respect to the
certificate of authentication of the predecessor Trustee, Registrar or Authenticating Agent.
Section 6.11 Reizistrars
(a) Succession. Anything herein to the contrary notwithstanding, any corporation or
association (i) into which a Registrar may be converted or merged, (ii) with which a Registrar or
any successor to it may be consolidated, or (iii) to which it may sell or transfer its assets as a
42
whole or substantially as a whole, or any corporation or association resulting from any such
conversion, merger, consolidation, sale or transfer, ipso facto, shall be and become successor
Registrar to that Registrar hereunder and shall be vested with each and every power, right, duty,
obligation, discretion and privilege expressed or intended by this Indenture to be exercised by or
vested in the predecessor Registrar, without the execution or filing of any instrument or
document or any further act on the part of any of the parties hereto.
(b) Resignation. A Registrar may resign at any time by giving written notice of its
resignation to the Issuer, the Borrower, the Trustee and to each Paying Agent and Authenticating
Agent for the Bonds, at least 60 days before the resignation is to take effect. The resignation
shall take effect immediately, however, upon the appointment of a successor Registrar, if the
successor Registrar is appointed and accepts that appointment before the time stated in the
notice.
(c) Removal. The Registrar may be removed at any time by an instrument or
document or concurrent instruments or documents in writing delivered to the Registrar, with
copies thereof mailed to the Issuer, the Trustee and the Borrower, and signed by or on behalf of
the Holders of not less than a majority in aggregate principal amount of the Bonds then
outstanding.
(d) Appointment of Successors. If (i) a Registrar shall resign, shall be removed, shall
be dissolved, or shall become otherwise completely incapable of acting hereunder, (ii) a
Registrar shall be taken under the control of any public officer or officers, (iii) a receiver shall be
appointed for a Registrar by a court, or (iv) a Registrar shall have an order for relief entered in
any case commenced by or against it under the federal bankruptcy laws or commence a
proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or
have such a proceeding commenced against it and either have an order of insolvency or
reorganization entered against it or have the proceeding remain undismissed and unstayed for
ninety days, then a successor Registrar shall be appointed by the Trustee, with the written
consent of the Borrower, provided that if a successor Registrar is not so appointed within ten
days after (a) a notice of resignation or an instrument or document of removal is received by the
Trustee, as provided above, or (b) the Registrar is dissolved, taken under control, becomes
otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, if
the Trustee shall not have appointed a successor Registrar, the Trustee shall be and become the
Registrar.
Every successor Registrar appointed hereunder shall execute and acknowledge, and shall
deliver to its predecessor, the Issuer, the Trustee and the Borrower, an instrument or document in
writing accepting the appointment. Thereupon, without any further act, the successor shall
become vested with all of the properties, remedies, powers, rights, duties, obligations,
discretions, privileges, claims, demands, causes of action, immunities, titles and interests of its
predecessor. Upon the written request of its successor, the Issuer or the Borrower, a predecessor
Registrar (i) shall execute and deliver an instrument or document transferring to its successor all
of the properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims,
demands, causes of action, immunities, titles and interests of it as predecessor Registrar
hereunder, and (ii) shall take any other action necessary to duly assign, transfer and deliver to its
successor all property and records (including without limitation, the Register and any cancelled
43
Bonds) held by it as Registrar. Should any instrument or document in writing from the Issuer be
requested by any successor Registrar for vesting and conveying more fully and certainly in and
to that successor the properties, remedies, powers, rights, duties, obligations, discretions,
privileges, claims, demands, causes of action, immunities, titles and interests vested or conveyed
or intended to be vested or conveyed hereby in or to a predecessor Registrar, the Issuer shall
execute, acknowledge and deliver that instrument or document.
The Trustee shall cause the Borrower to pay pursuant to Section 4.2 of the Loan
Agreement, to any Registrar customary compensation for its services from time to time, as
authorized, but subject to the limitations set forth, in Section 6.03 hereof. The provisions of
Sections 3.05, 3.06, 3.07 and 6.02(d) hereof shall be applicable to the Registrar.
Section 6.12 Designation and Succession of Paving Agents
The Trustee shall be a Paying Agent for the Bonds, and, with the consent of the Issuer,
the Trustee may appoint a Paying Agent or Agents with power to act on its behalf and subject to
its direction in the payment of Bond Debt Service Charges on the Bonds. It is the responsibility
of the Trustee to establish the duties and responsibilities of the Paying Agent for the purposes of
this Indenture, to the extent not specified herein.
Any corporation or association with or into which the Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation or association resulting from
any merger, consolidation or conversion to which the Paying Agent shall be a party, or any
corporation or association succeeding to the trust business of the Paying Agent, shall be the
successor of that Paying Agent hereunder, if that successor corporation or association is
otherwise eligible hereunder, without the execution or filing of any paper or any further act on
the part of the parties hereto or the Paying Agent or that successor corporation or association.
The Paying Agent may at any time resign by giving written notice of resignation to the
Trustee, to the Registrar and to the Borrower. The Trustee may at any time terminate the agency
of the Paying Agent by giving written notice of termination to such Paying Agent, to the
Registrar and to the Borrower. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time the Paying Agent shall cease to be eligible under this Section,
the Trustee may appoint a successor Paying Agent. The Trustee shall give written notice of
appointment of a successor Paying Agent to the Borrower, the Issuer and the Registrar and shall
mail, within ten days after that appointment, notice thereof to all Holders as their names and
addresses appear on the Register on the date of that appointment.
The Trustee shall cause the Borrower to pay pursuant to Section 4.2 of the Loan
Agreement, to the Paying Agent from time to time customary compensation as authorized, but
subject to the limitations set forth, in Section 6.03 hereof for its services.
The provisions of Section 3.05, 3.07 and Subsection 6.02(d) shall be applicable to the
Paying Agent.
Section 6.13 Designation and Succession of Authenticating Agents
44
The Trustee may appoint an authenticating agent or agents (each referred to herein as an
"Authenticating Agent "), in addition to the Registrar, with power to act on its behalf and subject
to its direction in the authentication and delivery of Bonds in connection with transfers and
exchanges under Sections 3.06 and 4.02 hereof. For all purposes of this Indenture, the
authentication and delivery of Bonds by an Authenticating Agent pursuant to this Section shall
be deemed to be authentication and delivery of those Bonds "by the Trustee ".
Any corporation or association with or into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation or association
resulting from any merger, consolidation or conversion to which any Authenticating Agent shall
be a party, or any corporation or association succeeding to the trust business of any
Authenticating Agent, shall be the successor of that Authenticating Agent hereunder, if that
successor corporation or association is otherwise eligible hereunder, without the execution or
filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent
or such successor corporation.
Any Authenticating Agent may at any time resign by giving written notice of resignation
to the Trustee, to the Registrar and to the Borrower. The Trustee may at any time terminate the
agency of any Authenticating Agent by giving written notice of termination to such
Authenticating Agent, to the Registrar and to the Borrower. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any Authenticating Agent shall
cease to be eligible under this Section, the Trustee may appoint a successor Authenticating
Agent. The Trustee shall give written notice of appointment of a successor Authenticating Agent
to the Borrower, the Issuer and the Registrar and shall mail, within ten days after that
appointment, notice thereof to all Holders as their names and addresses appear on the Register on
the date of that appointment.
The Trustee shall cause the Borrower to pay pursuant to Section 4.2 of the Loan
Agreement, to any Authenticating Agent from time to time customary compensation for its
services.
The provisions of Section 3.05 and Subsections 6.02(b), (c), (d), (h) and (i) shall be
applicable to any Authenticating Agent.
Section 6.14 Dealing in Bonds
The Trustee, a Registrar, a Paying Agent and an Authenticating Agent, their Affiliates,
and any directors, officers, employees or agents thereof, in good faith, may become the owners
of Bonds secured hereby with the same rights which it or they would have hereunder if the
Trustee, the Registrar, Paying Agents and Authenticating Agents did not serve in those
capacities.
Section 6.15 Representations, Agreement and Covenants of Trustee
The Trustee hereby represents that it is a national banking association duly organized and
validly existing under the laws of the United States of America, in good standing and duly
authorized to exercise corporate trust powers in the State, and that it has an unimpaired reported
capital, surplus and retained earnings of not less than $100,000,000. The Trustee covenants that
45
it will take such action, if any, as is necessary to remain in good standing and duly authorized to
exercise corporate trust powers in the State, and that it will maintain an unimpaired reported
capital, surplus and retained earnings of not less than $100,000,000. The Trustee accepts and
agrees to observe and perform the duties and obligations of the Trustee to which reference is
made in any other instrument or document providing security for any of the Bonds.
Section 6.16 Right of Trustee to Pay Taxes and Other Charges
The Trustee is hereby authorized (i) to pay taxes, assessments and other governmental
charges with respect to the Project, (ii) to make payments for the discharge of mechanics' and
other liens relating to the Project, (iii) to obtain and maintain insurance for the Project and pay
premiums therefor, and (iv) generally, to make payments and incur expenses, all in the event that
the Borrower fails to do so as required by the Loan Agreement, but only to the extent that it has
received funds necessary for the purpose of making any such payments, and in any event without
prejudice to any rights of the Trustee or the Holders against the Borrower for failure of the
Borrower to do so.
Any amount so paid at any time, with interest thereon at the Interest Rate for Advances
from the date of payment, (i) shall be an additional obligation secured by this Indenture, (ii) shall
be given a preference in payment over any Bond Debt Service Charges, and (iii) shall be paid out
of the Issuer Revenues, if not caused otherwise to be paid. The Trustee shall only make such
payments if it shall have been requested to do so by the Holders of at least 25% of the aggregate
principal amount of Bonds then outstanding and shall have been provided with adequate funds
for the purpose of making such payment.
Section 6.17 Internleader
In the event of a dispute between any of the parties hereto with respect to the disposition
of any funds held by the Trustee hereunder, or the Trustee receives conflicting demands made
upon the Trustee with respect to the Trustee's duties hereunder or any other document related to
the Bonds, the Trustee shall be entitled to file a suit in interpleader in a court of competent
jurisdiction seeking to require the parties to interplead and litigate in such court their several
claims and rights among themselves. Upon the filing of such a suit and the deposit of the
applicable funds to such court, the Trustee will ipso facto be fully released and discharged from
all obligations to further perform any and all duties imposed hereunder or any other document
related to the Bonds regarding such matter and/or such funds that are the subject of such
interpleader suit. In the event that the Trustee remains as Trustee under this Indenture and
receives a court order, directive or other request regarding the interpleader suit, the Trustee shall
be entitled to rely upon such instruction without incurring any obligation or liability and the
parties hereto release, hold harmless and indemnify the Trustee for any obligation or liability for
so relying on such court instruction.
Section 6.18 Survival of Certain Provisions
The provisions of Sections 6.01 through 6.18 of this Indenture shall survive the release,
discharge and satisfaction of this Indenture.
END OF ARTICLE VI
47
ARTICLE VII
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND HOLDERS
Section 7.01 Defaults; Events of Default
The occurrence of any of the following events is defined as and declared to be and to
constitute an Event of Default hereunder:
(a) Payment of any interest on any Bond shall not be made when and as that
interest shall become due and payable;
(b) Payment of the principal of any Bond shall not be made when and as that
principal shall become due and payable, whether at stated maturity, upon acceleration or
otherwise;
(c) Failure by the Issuer to observe or perform any other covenant, agreement
or obligation on its part to be observed or performed contained in this Indenture or in
the Bonds, which failure shall have continued for a period of 30 days after written
notice, by registered or certified mail, to the Issuer and the Borrower specifying the
failure and requiring that it be remedied, which notice may be given by the Trustee in
its discretion and shall be given by the Trustee at the written request of the Holders of
not less than 25% in aggregate principal amount of Bonds then outstanding, provided
that if the failure is other than the payment of money and is of such nature that it can be
corrected but not within the applicable period, that failure shall not constitute an Event
of Default so long as the Issuer or the Borrower institutes curative action within the
applicable period and diligently pursues that action to completion, which must be
resolved within one hundred eighty (180) days after the aforementioned notice; and
(d) The occurrence and continuance of an Event of Default as defined in
Section 7.1 of the Loan Agreement
The term "default" or "failure" as used in this Article means (i) a default or failure by the
Issuer in the observance or performance of any of the covenants, agreements or obligations on its
part to be observed or performed contained in this Indenture or in the Bonds, or (ii) a default or
failure by the Borrower under the Loan Agreement, exclusive of any period of grace or notice
required to constitute an Event of Default, as provided above or in the Loan Agreement.
Section 7.02 Notice of Default
If an Event of Default shall occur, the Trustee shall give written notice of the Event of
Default, by registered or certified mail, to the Issuer, the Borrower, the Investor Member, the
Registrar or the Paying Agent and Authenticating Agent, within five days after the Trustee has
notice of the Event of Default pursuant to Section 6.02(f) of this Indenture. If an Event of
Default occurs of which the Trustee has notice pursuant to this Indenture, the Trustee shall give
written notice thereof, within thirty days after the Trustee's receipt of notice of its occurrence, to
48
the Holders of all Bonds then outstanding as shown by the Register at the close of business
fifteen days prior to the mailing of that notice.
The Investor Member shall be entitled to cure any Event of Default hereunder within the
time frame provided to the Borrower hereunder. The Issuer and Trustee agree that cure of any
default or Event of Default made or tendered by the Investor Member shall be deemed to be a
cure by the Borrower and shall be accepted or rejected on the same basis as if made or tendered
by the Borrower.
Section 7.03 Acceleration
Upon the occurrence of an Event of Default described in Section 7.01(a) and (b), the
Trustee may declare, and upon the written request of the Holders of not less than 25% in
aggregate principal amount of Bonds then outstanding the Trustee shall declare, by a notice in
writing delivered to the Issuer and the Borrower, the principal of all Bonds then outstanding (if
not then due and payable), and the interest accrued thereon, to be due and payable immediately.
Upon the occurrence of any Event of Default other than those described in Section 7.01(a) and
(b), the Trustee, with the written consent of all Holders of Bonds then outstanding, may declare
by a notice in writing delivered to the Issuer and Borrower, the principal of all Bonds then
outstanding (if not then due and payable), and the interest accrued thereon, to be due and payable
immediately. Upon such declaration, the principal and interest on the Bonds shall become and
be due and payable immediately. Interest on the Bonds shall accrue to the date determined by
the Trustee for the tender of payment to the Holders pursuant to that declaration, provided that
interest on any unpaid principal of Bonds outstanding shall continue to accrue from the date
determined by the Trustee for the tender of payment to the Holders of those Bonds.
The provisions of the preceding paragraph are subject, however, to the condition that if,
at any time after declaration of acceleration and prior to the entry of a judgment in a court for
enforcement hereunder (after an opportunity for hearing by the Issuer and the Borrower),
(a) all sums payable hereunder (except the principal of and interest on Bonds
which have not reached their stated maturity dates but which are due and payable solely
by reason of that declaration of acceleration), plus interest to the extent permitted by law
on any overdue installments of interest at the rate borne by the Bonds in respect of which
the default shall have occurred, shall have been duly paid or provision shall have been
duly made therefor by deposit with the Trustee or Paying Agents, and
(b) all existing Events of Default shall have been cured,
then and in every case, the Trustee shall waive the Event of Default and its
consequences and shall rescind and annul that declaration. No waiver or rescission and
annulment shall extend to or affect any subsequent Event of Default or shall impair any
rights consequent thereon.
Section 7.04 Other Remedies; Rights of Holders
With or without taking action under Section 7.03 hereof, upon the occurrence and
continuance of an Event of Default, the Trustee may pursue any available remedy, including
49
without limitation actions at law or equity to enforce the payment of Bond Debt Service Charges
or the observance and performance of any other covenant, agreement or obligation under this
Indenture, the Loan Agreement, the Regulatory Agreement or the Note or any other instrument
providing security, directly or indirectly, for the Bonds.
If, upon the occurrence and continuance of an Event of Default, the Trustee is requested
so to do by the Holders of at least 25% in aggregate principal amount of Bonds outstanding, the
Trustee (subject to the provisions of Sections 6.01 and 6.02 and particularly subparagraph
6.01(c)(iv) and Subsection 6.02 0) of those Sections), shall exercise any rights and powers
conferred by this Section and by Section 7.03 hereof.
No remedy conferred upon or reserved to the Trustee (or to the Holders) by this Indenture
is intended to be exclusive of any other remedy. Each remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or otherwise to the Trustee or to the Holders
now or hereafter existing.
No delay in exercising or omission to exercise any remedy, right or power accruing upon
any default or Event of Default shall impair that remedy, right or power or shall be construed to
be a waiver of any default or Event of Default or acquiescence therein. Every remedy, right and
power may be exercised from time to time and as often as may be deemed to be expedient.
No waiver of any default or Event of Default hereunder, whether by the Trustee or by the
Holders, shall extend to or shall affect any subsequent default or Event of Default or shall impair
any remedy, right or power consequent thereon.
As the assignee of all right, title and interest of the Issuer in and to the Loan Agreement
(except for the Unassigned Issuer's Rights), the Trustee is empowered to enforce each remedy,
right and power granted to the Issuer under the Loan Agreement. In exercising any remedy, right
or power thereunder or hereunder, the Trustee shall take such action as may be directed by the
requisite percentage of the Holders of the Bonds then outstanding, applying the standards
described in Sections 6.01 and 6.02 hereof.
Section 7.05 Right of Holders to Direct Proceedings
Anything to the contrary in this Indenture notwithstanding, the Holders of a majority in
aggregate principal amount of Bonds then outstanding shall have the right at any time to direct,
by an instrument or document in writing executed and delivered to the Trustee, the method and
place of conducting all proceedings to be taken in connection with the enforcement of the terms
and conditions of this Indenture or any other proceedings hereunder, provided that (i) any
direction shall not be other than in accordance with the provisions of law and of this Indenture,
and (ii) the Trustee shall be indemnified as provided in Sections 6.01 and 6.02.
Section 7.06 Application of Moneys
After payment of any costs, expenses, liabilities and advances paid, incurred or made by
the Trustee in the collection of moneys and to all fees of the Trustee for Ordinary and
Extraordinary Expenses pursuant to any right given or action taken under the provisions of this
Article or the provisions of the Loan Agreement, the Regulatory Agreement or the Note
50
(including without limitation, reasonable attorneys' fees and expenses, except as limited by law
or judicial order or decision entered in any action taken under this Article VII), all moneys
received by the Trustee, shall be applied as follows, subject to Section 3.04 hereof:
(a) Unless the principal of all of the Bonds shall have become, or shall
have been declared to be, due and payable, all of those moneys shall be deposited
in the Bond Fund and shall be applied:
First -- To the payment to the Holders entitled thereto of all installments of
interest then due on the Bonds, in the order of the dates of maturity of the
installments of that interest, beginning with the earliest date of maturity and, if the
amount available is not sufficient to pay in full any particular installment, then to
the payment thereof ratably, according to the amounts due on that installment, to
the Holders entitled thereto, without any discrimination or privilege, except as to
any difference in the respective rates of interest specified in the Bonds; and
Second -- To the payment to the Holders entitled thereto of the unpaid
principal of any of the Bonds which shall have become due, in the order of their
due dates, beginning with the earliest due date, with interest on those Bonds from
the respective dates upon which they became due at the rates specified in those
Bonds, and if the amount available is not sufficient to pay in full all Bonds due on
any particular date, together with that interest, then to the payment thereof ratably,
according to the amounts of principal due on that date, to the Holders entitled
thereto, without any discrimination or privilege, except as to any difference in the
respective rates of interest specified in the Bonds.
(b) If the principal of all of the Bonds shall have become due or shall
have been declared to be due and payable pursuant to this Article, all of those
moneys shall be deposited into the Bond Fund and shall be applied to the payment
of the principal and interest then due and unpaid upon the Bonds, without
preference or priority of principal over interest, of interest over principal, of any
installment of interest over any other installment of interest, or of any Bond over
any other Bond, ratably, according to the amounts due respectively for principal
and interest, to the Holders entitled thereto, without any discrimination or
privilege, except as to any difference in the respective rates of interest specified in
the Bonds.
(c) If the principal of all of the Bonds shall have been declared to be
due and payable pursuant to this Article, and if that declaration thereafter shall
have been rescinded and annulled under the provisions of Section 7.03 or 7.10
hereof, subject to the provisions of paragraph (b) of this Section in the event that
the principal of all of the Bonds shall become due and payable later, the moneys
shall be deposited in the Bond Fund and shall be applied in accordance with the
provisions of Article III.
(d) Whenever moneys are to be applied pursuant to the provisions of
this Section, those moneys shall be applied at such times, and from time to time,
51
as the Trustee shall determine, having due regard to the amount of moneys
available for application and the likelihood of additional moneys becoming
available for application in the future. Whenever the Trustee shall direct the
application of those moneys, it shall fix the date upon which the application is to
be made, and upon that date, interest shall cease to accrue on the amounts of
principal, if any, to be paid on that date, provided the moneys are available
therefor. The Trustee shall give notice of the deposit with it of any moneys and of
the fixing of that date, all consistent with the requirements of Section 3.04 hereof
for the establishment of, and for giving notice with respect to, a Special Record
Date for the payment of overdue interest. The Trustee shall not be required to
make payment of principal of a Bond to the Holder thereof, until the Bond shall
be presented to the Trustee for appropriate endorsement or for cancellation if it is
paid fully.
Section 7.07 Remedies Vested in Trustee
All rights of action (including without limitation, the right to appear on behalf of the
Issuer and the Holders of the Bonds in any bankruptcy or insolvency proceeding and to file proof
of claims in any such proceeding) under this Indenture or under any of the Bonds may be
enforced by the Trustee without the possession of any of the Bonds or the production thereof in
any trial or other proceeding relating thereto. Any suit or proceeding instituted by the Trustee
shall be brought in its name as Trustee without the necessity of joining any Holders as plaintiffs
or defendants. Any recovery of judgment shall be for the benefit of the Holders of the
Outstanding Bonds, subject to the provisions of this Indenture.
Section 7.08 Rights and Remedies of Holders
A Holder shall not have any right to institute any suit, action or proceeding for the
enforcement of this Indenture, for the execution of any trust hereof, or for the exercise of any
other remedy hereunder, unless:
(a) there has occurred and is continuing an Event of Default of which
the Trustee has been notified, as provided in paragraph (f) of Section 6.02 hereof,
or of which it is deemed to have notice under that paragraph,
(b) the Holders of at least 25% in aggregate principal amount of Bonds
then outstanding shall have made written request to the Trustee and shall have
afforded the Trustee reasonable opportunity to proceed to exercise the remedies,
rights and powers granted herein or to institute the suit, action or proceeding in its
own name, and shall have offered indemnity to the Trustee as provided in
Sections 6.01 and 6.02 hereof, and
(c) the Trustee thereafter shall have failed or refused to exercise the
remedies, rights and powers granted herein or to institute the suit, action or
proceeding in its own name.
52
At the option of the Trustee, that notification (or notice), request, opportunity and offer of
indemnity are conditions precedent in every case, to the institution of any suit, action or
proceeding described above.
No one or more Holders of the Bonds shall have any right to affect, disturb or prejudice
in any manner whatsoever the security or benefit of this Indenture by its or their action, or to
enforce, except in the manner provided herein, any remedy, right or power hereunder. Any suit,
action or proceedings shall be instituted, had and maintained in the manner provided herein for
the benefit of the Holders of all Bonds then outstanding. Nothing in this Indenture shall affect or
impair, however, the right of any Holder to enforce the payment of the Bond Debt Service
Charges on any Bond owned by that Holder at and after the maturity thereof, at the place, from
the sources and in the manner expressed in that Bond.
Section 7.09 Termination of Proceedings
In case the Trustee shall have proceeded to enforce any remedy, right or power under this
Indenture in any suit, action or proceedings, and the suit, action or proceedings shall have been
discontinued or abandoned for any reason, or shall have been determined adversely to the
Trustee, the Issuer, the Trustee and the Holders shall be restored to their former positions and
rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue
as if no suit, action or proceedings had been taken.
Section 7.10 Waivers of Events of Default
The Trustee shall waive any Event of Default hereunder and its consequences and may
rescind and annul any declaration of maturity of principal of or interest on, the Bonds upon the
written request of the Holders of
(a) at least a majority in aggregate principal amount of all Bonds then
outstanding in respect of which an Event of Default in the payment of Bond Debt
Service Charges exists, or
(b) at least 25% in aggregate principal amount of all Bonds then
outstanding, in the case of any other Event of Default.
There shall not be so waived, however, any Event of Default described in paragraph (a)
or (b) of Section 7.01 hereof, nor shall any declaration of acceleration in connection therewith be
rescinded or annulled, unless at the time of that waiver or rescission and annulment payments of
the amounts provided in Section 7.03 hereof for waiver and rescission and annulment in
connection with acceleration of maturity have been made or provision has been made therefor.
In the case of the waiver or rescission and annulment, or in case any suit, action or proceedings
taken by the Trustee on account of any Event of Default shall have been discontinued,
abandoned or determined adversely to it, the Issuer, the Trustee and the Holders shall be restored
to their former positions and rights hereunder, respectively. No waiver or rescission shall extend
to any subsequent or other Event of Default or impair any right consequent thereon.
53
END OF ARTICLE VII
54
ARTICLE VIII
SUPPLEMENTAL INDENTURES
Section 8.01 Supplemental Indentures Generally
The Issuer and the Trustee may enter into indentures supplemental to this Indenture, as
provided in this Article and pursuant to the other provisions therefor in this Indenture. Trustee
shall deliver copies of all Supplemental Indentures to Borrower and Investor Member. Any
subsequent amendment to this Indenture or the Loan Agreement is subject to prior written
approval of HUD (so long as the Project is subject to a mortgage insured or held by HUD). No
amendment to this Indenture or the Loan Agreement shall conflict with the provisions of the
Program Obligations.
Section 8.02 Supplemental Indentures Not Requiring Consent of Holders
Without the consent of, or notice to, any of the Holders, the Issuer and the Trustee may
enter into indentures supplemental to this Indenture for any one or more of the following
purposes:
(a) To cure any ambiguity, inconsistency or formal defect or omission
in this Indenture;
(b) To grant to or confer upon the Trustee for the benefit of the
Holders any additional rights, remedies, powers or authority that lawfully may be
granted to or conferred upon the Holders or the Trustee;
(c) To assign additional revenues under this Indenture;
(d) To accept additional security and instruments and docurnents of
further assurance with respect to the Project;
(e) To add to the covenants, agreements and obligations of the Issuer
under this Indenture, other covenants, agreements and obligations to be observed
for the protection of the Holders, or to surrender or limit any right, power or
authority reserved to or conferred upon the Issuer in this Indenture;
(f) To evidence any succession to the Issuer and the assumption by its
successor of the covenants, agreements and obligations of the Issuer under this
Indenture, the Loan Agreement and the Bonds;
(g) To permit the Trustee to comply with any obligations imposed
upon it by law;
(h) To specify further the duties and responsibilities of, and to define
further the relationship among, the Trustee, the Registrar and any Authenticating
Agents or Paying Agents;
55
(i) To achieve compliance of this Indenture with any applicable
federal securities or tax law;
0) To make amendments to the provisions hereof relating to arbitrage
matters under Section 148 of the Code, if, in the Opinion of Bond Counsel, those
amendments would not cause the interest on the Bonds outstanding to be included
in gross income of the Holders for federal income tax purposes, which
amendments may, among other things, change the responsibility for making the
relevant calculations, provided that in no event shall such amendment delegate to
the Trustee, without its consent, in its sole discretion the obligation to make or
perform the calculations required under Section 148 of the Code; and
(k) To permit any other amendment which, in the judgment of the
Trustee, is not materially adverse to the Trustee or the Holders.
The provisions of Subsections 8.02(h) and 0) shall not be deemed to constitute a waiver
by the Trustee, the Registrar, the Issuer or any Holder of any right which it may have in the
absence of those provisions to contest the application of any change in law to this Indenture or
the Bonds.
Section 8.03 Supplemental Indentures Requiring Consent of Holders
Exclusive of Supplemental Indentures to which reference is made in Section 8.02 hereof
and subject to the terms, provisions and limitations contained in this Section, and not otherwise,
with the consent of the Holders of not less than a majority in aggregate principal amount of the
Bonds at the time outstanding, evidenced as provided in this Indenture, and with the consent of
the Borrower if required by Section 8.04 hereof, the Issuer and the Trustee may execute and
deliver Supplemental Indentures adding any provisions to, changing in any manner or
eliminating any of the provisions of this Indenture or any Supplemental Indenture or restricting
in any manner the rights of the Holders. Nothing in this Section or Section 8.02 hereof shall
permit, however, or be construed as permitting:
(a) without the consent of the Holder of each Bond so affected, (i) an
extension of the maturity of the principal of or the interest on any Bond or (ii) a
reduction in the principal amount of any Bond or the rate of interest thereon, or
(b) without the consent of the Holders of all Bonds then outstanding,
(i) the creation of a privilege or priority of any Bond or Bonds over any other
Bond or Bonds, or (ii) a reduction in the aggregate principal amount of the Bonds
required for consent to a Supplemental Indenture.
If the Issuer shall request that the Trustee execute and deliver any Supplemental
Indenture for any of the purposes of this Section, upon (i) being satisfactorily indemnified with
respect to its expenses in connection therewith, and (ii) if required by Section 8.04 hereof, receipt
of the Borrower's consent to the proposed execution and delivery of the Supplemental Indenture,
the Trustee shall cause notice of the proposed execution and delivery of the Supplemental
Indenture to be mailed by first -class mail, postage prepaid, to all Holders of Bonds then
56
outstanding at their addresses as they appear on the Register at the close of business on the
fifteenth day preceding that mailing.
The Trustee shall not be subject to any liability to any Holder by reason of the Trustee's
failure to mail, or the failure of any Holder to receive, the notice required by this Section. Any
failure of that nature shall not affect the validity of the Supplemental Indenture when there has
been consent thereto as provided in this Section. The notice shall set forth briefly the nature of
the proposed Supplemental Indenture and shall state that copies thereof are on file at the
designated corporate trust office of the Trustee for inspection by all Holders.
If the Trustee shall receive, within a period prescribed by the Borrower, of not less than
60 days, but not exceeding one year, following the mailing of the notice, an instrument or
document or instruments or documents, in form to which the Trustee does not reasonably object,
purporting to be executed by the Holders of not less than a majority in aggregate principal
amount of the Bonds then outstanding (which instrument or document or instruments or
documents shall refer to the proposed Supplemental Indenture in the form described in the notice
and specifically shall consent to the Supplemental Indenture in substantially that form), the
Trustee shall, but shall not otherwise, execute and deliver the Supplemental Indenture in
substantially the form to which reference is made in the notice as being on file with the Trustee,
without liability or responsibility to any Holder, regardless of whether that Holder shall have
consented thereto.
Any consent shall be binding upon the Holder of the Bond giving the consent and,
anything herein to the contrary notwithstanding, upon any subsequent Holder of that Bond and of
any Bond issued in exchange therefor (regardless of whether the subsequent Holder has notice of
the consent to the Supplemental Indenture). At any time after the Holders of the required
percentage of Bonds shall have filed their consents to the Supplemental Indenture, the Trustee
shall make and file with the Issuer a written statement that the Holders of the required percentage
of Bonds have filed those consents. That written statement shall be conclusive evidence that the
consents have been so filed.
If the Holders of the required percentage in aggregate principal amount of Bonds
outstanding shall have consented to the Supplemental Indenture, as provided in this Section, no
Holder shall have any right (a) to object to (i) the execution or delivery of the Supplemental
Indenture, (ii) any of the terms and provisions contained therein, or (iii) the operation thereof, (b)
to question the propriety of the execution and delivery thereof, or (c) to enjoin or restrain the
Trustee or the Issuer from that execution or delivery or from taking any action pursuant to the
provisions thereof.
Section 8.04 Consent of Borrower
Anything contained herein to the contrary notwithstanding, a Supplemental Indenture
executed and delivered in accordance with this Article VIII which affects any rights or
obligations of the Borrower shall not become effective unless and until the Borrower shall have
consented in writing to the execution and delivery of that Supplemental Indenture. The Trustee
shall cause notice of the proposed execution and delivery of any Supplemental Indenture and a
copy of the proposed Supplemental Indenture to be mailed to the Borrower, as provided in
57
Section 13.03 hereof, (i) at least 30 days (unless waived by the Borrower) before the date of the
proposed execution and delivery in the case of a Supplemental Indenture to which reference is
made in Section 8.02 hereof, and (ii) at least 30 days (unless waived by the Borrower) before the
giving of the notice of the proposed execution and delivery in the case of a Supplemental
Indenture for which provision is made in Section 8.03 hereof.
Section 8.05 Authorization to Trustee; Effect of Supplement
The Trustee is authorized to join with the Issuer in the execution and delivery of any
Supplemental Indenture in accordance with this Article and to make the further agreements and
stipulations which may be contained therein. Thereafter,
(a) that Supplemental Indenture shall form a part of this Indenture;
(b) all terms and conditions contained in that Supplemental Indenture
as to any provision authorized to be contained therein shall be deemed to be a part
of the terms and conditions of this Indenture for any and all purposes;
(c) this Indenture shall be deemed to be modified and amended in
accordance with the Supplemental Indenture; and
(d) the respective rights, duties and obligations under this Indenture of
the Issuer, the Borrower, the Trustee, the Registrar, the Paying Agents, the
Authenticating Agents and all Holders of Bonds then outstanding shall be
determined, exercised and enforced hereunder in a manner which is subject in all
respects to those modifications and amendments made by the Supplemental
Indenture.
Express reference to any executed and delivered Supplemental Indenture may be made in
the text of any Bonds issued thereafter, if that reference is deemed necessary or desirable by the
Trustee or the Issuer. A copy of any Supplemental Indenture for which provision is made in this
Article, except a Supplemental Indenture described in clause (g) of Section 8.02 hereof, shall be
mailed by the Trustee to the Registrar, each Authenticating Agent and Paying Agent. The
Trustee shall not be required to execute any supplemental indenture containing provisions
adverse to the Trustee.
Section 8.06 Opinion of Counsel
The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the
opinion of any counsel approved by it as conclusive evidence that (i) any proposed Supplemental
Indenture complies with the provisions of this Indenture, and (ii) it is proper for the Trustee to
join in the execution of that Supplemental Indenture under the provisions of this Article. That
counsel may be counsel for the Issuer or the Borrower.
Section 8.07 Modification by Unanimous Consent
Notwithstanding anything contained elsewhere in this Indenture, the rights and
obligations of the Issuer and of the Holders, and the terms and provisions of the Bonds and this
58
Indenture or any Supplemental Indenture, may be modified or altered in any respect with the
consent of (i) the Issuer, (ii) the Holders of all of the Bonds then outstanding, (iii) the Borrower;
and (iv) if such modification or alteration contains provisions adverse to the Trustee, the Trustee.
END OF ARTICLE VIII
GE
ARTICLE IX
DEFEASANCE
Section 9.01 Release of Indenture
If (i) the Issuer shall pay all of the Outstanding Bonds, or shall cause them to be paid and
discharged, or if there otherwise shall be paid to the Holders of the Outstanding Bonds, all Bond
Debt Service Charges due or to become due thereon, and (ii) provision also shall be made for the
payment of all other sums payable hereunder or under the Loan Agreement, the Regulatory
Agreement and the Note, then this Indenture shall cease, determine and become null and void
(except for those provisions surviving by reason of Section 9.03 hereof in the event the Bonds
are deemed paid and discharged pursuant to Section 9.02 hereof), and the covenants, agreements
and obligations of the Issuer hereunder shall be released, discharged and satisfied.
Thereupon, and subject to the provisions of Section 9.03 hereof if applicable,
(a) the Trustee shall release this Indenture (except for those provisions
surviving by reason of Section 9.03 hereof in the event the Bonds are deemed
paid and discharged pursuant to Section 9.02 hereof), and shall execute and
deliver to the Issuer any instruments or documents in writing as shall be requisite
to evidence that release and discharge or as reasonably may be requested by the
Issuer, and
(b) the Trustee and any other Paying Agents shall assign and deliver to
the Issuer any property subject at the time to the lien of this Indenture which then
may be in their possession, except amounts in the Bond Fund required (a) to be
paid to the Borrower under Section 5.08 hereof, or (b) to be held by the Trustee
and the Paying Agents under Section 5.09 hereof or otherwise for the payment of
Bond Debt Service Charges.
Section 9.02 Payment and Discharge of Bonds
All or any part of the Bonds shall be deemed to have been paid and discharged within the
meaning of this Indenture, including without limitation, Section 9.01 hereof, if:
(a) the Trustee as paying agent and the Paying Agents shall have
received, in trust for and irrevocably committed thereto, sufficient moneys, or
(b) the Trustee shall have received, in trust for and irrevocably
committed thereto, noncallable direct obligations of or obligations guaranteed as
to full and timely payment by the United States of America which are certified by
an Independent public accounting firm or such other firm experienced with such
certifications of national reputation to be of such maturities or redemption dates
and interest payment dates, and to bear such interest, as will be sufficient together
with any moneys to which reference is made in subparagraph (a) above, without
further investment or reinvestment of either the principal amount thereof or the
•1
interest earnings therefrom (which earnings are to be held likewise in trust and so
irrevocably committed, except as provided herein),
for the payment of all Bond Debt Service Charges on those Bonds at their maturity.
Any moneys held by the Trustee in accordance with the provisions of this Section may be
invested by the Trustee only in noncallable direct obligations of or obligations guaranteed as to
full and timely payment by the United States of America having maturity dates, or having
redemption dates which, at the option of the Holder of those obligations, shall be not later than
the date or dates at which moneys will be required for the purposes described above. To the
extent that any income or interest earned by, or increment to, the investments held under this
Section is determined from time to time by the Trustee to be in excess of the amount required to
be held by the Trustee for the purposes of this Section, that income, interest or increment shall be
transferred at the time of that determination in the manner provided in Section 5.08 hereof for
transfers of amounts remaining in the Bond Fund.
If any Bonds shall be deemed paid and discharged pursuant to this Section 9.02, then
within 15 days after such Bonds are so deemed paid and discharged the Trustee shall cause a
written notice to be given to each Holder as shown on the Register on the date on which such
Bonds are deemed paid and discharged. Such notice shall state the numbers of the Bonds
deemed paid and discharged or state that all Bonds are deemed paid and discharged and shall set
forth a description of the obligations held pursuant to subparagraph (b) of the first paragraph of
this Section 9.02.
Section 9.03 Survival of Certain Provisions
Notwithstanding the foregoing, any provisions of the Bond Resolution and this Indenture
which relate to the maturity of Bonds, interest payments and dates thereof, exchange, transfer
and registration of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the
safekeeping and cancellation of Bonds, the storage and shredding of cancelled Bonds,
non - presentment of Bonds, the holding of moneys in trust, and repayments to the Borrower from
the Bond Fund, the rebate of moneys to the United States in accordance with Section 5.09
hereof, and the rights and duties of the Trustee and the Registrar in connection with all of the
foregoing, shall remain in effect and be binding upon the Trustee, the Registrar, the
Authenticating Agents, Paying Agents and the Holders notwithstanding the release and discharge
of this Indenture. The provisions of this Article shall survive the release, discharge and
satisfaction of this Indenture. The obligations of the Borrower to pay the Trustee its fees and
expenses hereunder shall survive the release, discharge and satisfaction of this Indenture.
END OF ARTICLE IX
61
ARTICLE X
COVENANTS AND AGREEMENTS
OF THE ISSUER
Section 10.01 Covenants and Agreements of the Issuer
In addition to any other covenants and agreements of the Issuer contained in the Loan
Agreement, this Indenture or the Bond Resolution, the Issuer further covenants and agrees with
the Holders and the Trustee as follows:
(a) Payment of Bond Debt Service Charges. The Issuer will pay all
Bond Debt Service Charges, or cause them to be paid, solely from the sources
provided herein, on the dates, at the places and in the manner provided in this
Indenture.
(b) Issuer Revenues and Assignment of Issuer Revenues. The Issuer
will not assign the Issuer Revenues or create or authorize to be created any debt,
lien or charge thereon, other than the assignment thereof under this Indenture.
(c) Issuer Not to Adversely Affect Exclusion From Gross Income of
Interest on Bonds. The Issuer covenants that it (i) will take, or require to be
taken, at the written direction of any Holder or the Trustee, and at the expense of
the Borrower, all actions that may be required of the Issuer for the interest on the
Bonds to be and remain excluded from gross income for federal income tax
purposes, and (ii) will not take or authorize to be taken any actions that would, to
its actual knowledge, adversely affect that exclusion under the provisions of the
Code.
(d) Patriot Act. The Issuer covenants and agrees to provide
documentation as reasonably requested or required by the Trustee to enable the
Trustee to satisfy the requirements of the USA Patriot Act as described in Section
13.13 of this Indenture.
Section 10.02 Observance and Performance of Covenants, Agreements, Authority
and Actions
The Issuer will observe and perform faithfully at all times all covenants, agreements,
authority, actions, undertakings, stipulations and provisions to be observed or performed on its
part under the Loan Agreement, this Indenture, the Bond Resolution, the Regulatory Agreement
and the Bonds which are executed, authenticated and delivered under this Indenture, and under
all proceedings of its governing body pertaining thereto.
The Issuer represents and warrants that
(a) It is duly authorized by the Constitution and laws of the State,
including particularly and without limitation the Act, to issue the Bonds, to
execute and deliver this Indenture, the Loan Agreement and the Regulatory
62
Agreement and to provide the security for payment of the Bond Debt Service
Charges in the manner and to the extent set forth in this Indenture.
(b) All actions required on its part to be performed for the issuance,
sale and delivery of the Bonds and for the execution and delivery of this Indenture
and the Loan Agreement have been taken duly and effectively.
(c) The Bonds will be valid and enforceable special obligations of the
Issuer according to their terms.
Section 10.03 Trustee May Enforce Issuer's Rights
The Trustee may enforce, in its name or in the name of the Issuer, all rights of the Issuer
for and on behalf of the Holders, except for Unassigned Issuer's Rights, and may enforce all
covenants, agreements and obligations of the Borrower under and pursuant to the Loan
Agreement, regardless of whether the Issuer is in default in the pursuit or enforcement of those
rights, covenants, agreements or obligations. The Issuer, however, will do all things and take all
actions on its part necessary to comply with covenants, agreements, obligations, duties and
responsibilities on its part to be observed or performed under the Loan Agreement, and will take
all actions within its authority to keep the Loan Agreement in effect in accordance with the terms
thereof.
END OF ARTICLE X
63
ARTICLE XI
AMENDMENTS TO AGREEMENT, REGULATORY
AGREEMENT AND NOTE
Section 11.01 Amendments Not Requiring Consent of Holders
Without the consent of or notice to the Holders, the Issuer, the Borrower and the Trustee
may consent to any amendment, change or modification of the Loan Agreement, the Regulatory
Agreement or the Note as may be required (i) by the provisions of the Loan Agreement, the
Regulatory Agreement or this Indenture, (ii) for the purpose of curing any ambiguity,
inconsistency or formal defect or omission in the Loan Agreement, the Regulatory Agreement or
the Note, (iii) in connection with an amendment or to effect any purpose for which there could be
an amendment of this Indenture pursuant to Section 8.02 hereof, or (iv) in connection with any
other change therein which is not materially adverse to the Trustee or the Holders of the Bonds,
in the judgment of the Trustee, applying the standards described in Sections 6.01 and 6.02
hereof.
Any subsequent amendment to this Indenture or the Loan Agreement is subject to prior
written approval of HUD (so long as the Project is subject to a mortgage insured or held by
HUD). No amendment to this Indenture or the Loan Agreement shall conflict with the
provisions of the Program Obligations.
Section 11.02 Amendments Requiring Consent of Holders
Except for the amendments, changes or modifications contemplated in Section 11.01
hereof, neither the Issuer nor the Trustee shall consent to
(a) any amendment, change or modification of the Loan Agreement or
the Note which would change the amount or time as of which Loan Payments are
required to be paid, without the giving of notice as provided in this Section of the
proposed amendment, change or modification and receipt of the written consent
thereto of the Holders of all of the then Outstanding Bonds affected by such
amendment, change or modification, or
(b) any other amendment, change or modification of the Loan
Agreement, the Regulatory Agreement or the Note without the giving of notice as
provided in this Section of the proposed amendment, change or modification and
receipt of the written consent thereto of the Holders of not less than a majority in
aggregate principal amount of the Bonds then Outstanding affected by such
amendment, change or modification.
The consent of the Holders shall be obtained as provided in Section 8.03 hereof with respect to
Supplemental Indentures.
If the Issuer or the Authorized Borrower Representative shall request at any time the
consent of the Trustee to any proposed amendment, change or modification of the Loan
Agreement, the Regulatory Agreement or the Note contemplated in subparagraphs (a) or (b) of
64
this Section, upon being indemnified satisfactorily with respect to expenses, the Trustee shall
cause notice of the proposed amendment, change or modification to be provided in the manner
which is required by Section 8.03 hereof with respect to notice of Supplemental Indentures. The
notice shall set forth briefly the nature of the proposed amendment, change or modification and
shall state that copies of the instrument or document embodying it are on file at the designated
corporate trust office of the Trustee for inspection by all Holders.
END OF ARTICLE XI
65
ARTICLE XII
MEETINGS OF HOLDERS
Section 12.01 Purposes of Meetings
A meeting of Holders may be called at any time and from time to time pursuant to the
provisions of this Article XII, to take any action (i) authorized to be taken by or on behalf of the
Holders of any specified aggregate principal amount of the Bonds, (ii) under any provision of
this Indenture or (iii) authorized or permitted by law.
Section 12.02 Call of Meetings
The Trustee may (but shall not be obligated to) call at any time a meeting of Holders
pursuant to Section 12.01 to be held at any reasonable time and place the Trustee shall
determine. Notice of such meeting, setting forth the time, place and generally the subject
thereof, shall be mailed by first -class mail, postage prepaid, not fewer than 15 nor more than 90
days prior to the date of the meeting to the Holders at their addresses as they appear on the
Register on the fifteenth day preceding such mailing, which fifteenth day, preceding the mailing,
shall be the record date for the meeting.
At any time, the Issuer or the Borrower, or the Holders of at least 25% in aggregate
principal amount of the Bonds then outstanding, shall have requested the Trustee to call a
meeting of Holders, by written request setting forth the purpose of the meeting, and the Trustee
shall not have mailed the notice of the meeting within 20 days after receipt of the request, then
the Issuer, the Borrower, the Investor Member or the Holders of Bonds in the amount above
specified may determine the time and the place of the meeting and may call the meeting to take
any action authorized in Section 12.01, by mailing notice thereof as provided above.
Any meetings of Holders shall be valid without notice, if the Holders of all Bonds then
outstanding are present in person or by proxy, or if notice is waived before or after the meeting
by the Holders of all Bonds outstanding who were not so present at the meeting, and if the Issuer,
the Borrower and the Trustee are either present by duly authorized representatives or have
waived notice, before or after the meeting.
Section 12.03 Voting
To be entitled to vote at any meeting of Holders, a Person shall (a) be a Holder of one or
more outstanding Bonds as of the record date for the meeting as determined above, or (b) be a
person appointed by an instrument or document in writing as proxy by a Person who is a Holder
as of the record date for the meeting, of one or more outstanding Bonds. Each Holder or proxy
shall be entitled to one vote for each $100,000 principal amount of Bonds held or represented by
it.
The vote upon any resolution submitted to any meeting of Holders shall be by written
ballots on which shall be subscribed the signatures of the Holders of Bonds or of their
representatives by proxy and the identifying number or numbers of the Bonds held or represented
by them.
::
Section 12.04 Meetings
Notwithstanding any other provisions of this Indenture, the Trustee may make any
reasonable regulations which it may deem to be advisable for meetings of Holders, with regard to
(a) proof of the holding of Bonds and of the appointment of proxies,
(b) the appointment and duties of inspectors of votes,
(c) recordation of the proceedings of those meetings,
(d) the execution, submission and examination of proxies and other
evidence of the right to vote, and
(e) any other matters concerning the conduct, adjournment or
reconvening of meetings which it may think fit.
The Trustee shall appoint a temporary chair of the meeting by an instrument or document
in writing, unless the meeting shall have been called by the Issuer, the Borrower or by the
Holders, as provided in Section 12.02, in which case the Issuer, the Borrower or the Holders
calling the meeting, as the case may be, shall appoint a temporary chair in like manner. A
permanent chair and a permanent secretary of the meeting shall be elected by vote of the Holders
of a majority in principal amount of the Bonds represented at the meeting and entitled to vote.
The only Persons who shall be entitled to be present or to speak at any meeting of
Holders shall be the Persons entitled to vote at the meeting and their counsel, any representatives
of the Trustee or Registrar and their counsel, any representatives of the Issuer and its counsel and
any representatives of the Borrower and its counsel.
Section 12.05 Miscellaneous
Nothing contained in this Article XII shall be deemed or construed to authorize or permit
any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders under any of the provisions of this Indenture or of the Bonds by reason
of any call of a meeting of Holders or any rights conferred expressly or impliedly hereunder to
make a call.
END OF ARTICLE XII
67
ARTICLE XIII
MISCELLANEOUS
Section 13.01 Limitation of Riots
With the exception of rights conferred expressly in this Indenture, nothing expressed or
mentioned in or to be implied from this Indenture or the Bonds is intended or shall be construed
to give to any Person other than the parties hereto, the Registrar, the Authenticating Agents, the
Paying Agents, the Borrower, the Investor Member and the Holders of the Bonds any legal or
equitable right, remedy, power or claim under or with respect to this Indenture or any covenants,
agreements, conditions and provisions contained herein. This Indenture and all of those
covenants, agreements, conditions and provisions are intended to be, and are, for the sole and
exclusive benefit of the parties hereto, the Registrar, the Paying Agent, the Authenticating Agent,
the Borrower, the Investor Member and the Holders of the Bonds, as provided herein.
Section 13.02 Severability
In case any section or provision of this Indenture, or any covenant, agreement,
stipulation, obligation, act or action, or part thereof, made, assumed, entered into or taken under
this Indenture, or any application thereof, is held to be illegal or invalid for any reason, or is
inoperable at any time, that illegality, invalidity or inoperability shall not affect the remainder
thereof or any other section or provision of this Indenture or any other covenant, agreement,
stipulation, obligation, act or action, or part thereof, made, assumed, entered into or taken under
this Indenture, all of which shall be construed and enforced at the time as if the illegal, invalid or
inoperable portion were not contained therein.
Any illegality, invalidity or inoperability shall not affect any legal, valid and operable
section, provision, covenant, agreement, stipulation, obligation, act, action, part or application,
all of which shall be deemed to be effective, operative, made, assumed, entered into or taken in
the manner and to the full extent permitted by law from time to time.
Section 13.03 Notices
It shall be sufficient service or giving of any notice, request, complaint, demand or other
instrument or document, if mailed by registered or certified mail, postage prepaid, or forwarded
by overnight courier service, delivery charges prepaid (receipt of which to be evidenced by a
signed receipt from such overnight delivery service), or sent by facsimile which produces
evidence of transmission, addressed to the appropriate party at its Notice Address.
Such notice or other communication shall be deemed given on (i) the third (3rd) Business
Day following deposit thereof in the mail when mailed by registered or certified mail, (ii) the
Business Day immediately following deposit thereof with the overnight courier service when
forwarded by an overnight courier service, and (iii) the Business Day immediately following the
date specified in the written evidence of electronic transmission. The Issuer, Trustee, the
Borrower, the Investor Limited Partner may, by notice given as provided in this paragraph,
designate any further or different address to which subsequent notices or other communication
shall be sent.
68
Any notice given pursuant to Sections 6.09, 6.13, 7.02, 7.03, 8.02, 8.03, 9.02 and 11.02
shall be simultaneously given to the Rating Agency, if and so long as the Bonds are rated. The
foregoing parties may designate, by written notice given hereunder, any further or different
addresses to which any subsequent notice, request, complaint, demand or other instrument or
document shall be sent. The Trustee shall designate, by written notice to the Issuer, the
Borrower and the Investor Limited Partner, the addresses to which notices or copies thereof shall
be sent to the Registrar, the Authenticating Agents and the Paying Agents. In addition to the
foregoing, the Trustee hereby agrees to send written notice to the Rating Agency, if and so long as
the Bonds are rated, upon the occurrence of any of the following events: (1) any change in the
Trustee; (2) any amendment to the documents; (3) a payment of all principal and interest on all of
the Bonds; or (4) any defeasance or acceleration of the Bonds.
In connection with any notice mailed pursuant to the provisions of this Indenture, a
certificate of the Trustee, the Issuer, the Registrar, the Authenticating Agents, the Borrower, the
Investor Member or the Holders of the Bonds, whichever or whoever mailed that notice, that the
notice was so mailed shall be conclusive evidence of the proper mailing of the notice.
Section 13.04 Suspension of Mail and Courier Service
If because of the suspension of delivery of registered or certified mail or delivery by
overnight courier services, the Trustee shall be unable to mail by registered or certified mail or
forward by overnight courier service any notice required to be given by the provisions of this
Indenture, the Trustee shall use its best efforts to give such notice in such other manner as in the
judgment of the Trustee shall most effectively approximate the required mailing or forwarding
thereof, and the giving of that notice in that manner for all purposes of this Indenture shall be
deemed to be in compliance with the requirements of Section 13.03 hereof. Except as otherwise
provided herein, the mailing of any notice by first class mail, postage prepaid, shall be deemed
given on the third (3`d) Business Day after upon deposit of that notice in the mail and the giving
of any notice by any other means of delivery shall be deemed complete upon receipt of the notice
by the delivery service.
Section 13.05 Payments Due on Saturdays, Sundays and Holidays
If any Interest Payment Date or a date of maturity of the principal of any Bonds is a
Saturday, Sunday or a day on which (i) the Trustee is required, or authorized or not prohibited,
by law (including without limitation, executive orders) to close and is closed, then payment of
interest and principal need not be made by the Trustee or the Paying Agent on that date, but that
payment may be made on the next succeeding business day on which the Trustee and the Paying
Agent are open for business with the same force and effect as if that payment were made on the
Interest Payment Date or date of maturity, and no interest shall accrue for the period after that
date, or (ii) a Paying Agent is required, or authorized or not prohibited, by law (including
without limitation, executive orders) to close and is closed, then payment of interest and
principal need not be made by that Paying Agent on that date, but that payment may be made on
the next succeeding business day on which that Paying Agent is open for business with the same
force and effect as if that payment were made on the Interest Payment Date or date of maturity
and no interest shall accrue for the period after that date, provided that if the Trustee is open for
business on the applicable Interest Payment Date or date of maturity, it shall make any payment
required hereunder with respect to payment of interest on outstanding Bonds and payment of
principal of the Bonds presented to it for payment, regardless of whether the Paying Agent shall
be open for business or closed on the applicable Interest Payment Date or date of maturity.
Section 13.06 Instruments of Holders
Any writing, including without limitation, any consent, request, direction, approval,
objection or other instrument or document, required under this Indenture to be executed by any
Holder may be in any number of concurrent writings of similar tenor and may be executed by
that Holder in person or by an agent or attorney appointed in writing. Proof of (i) the execution
of any writing, including without limitation, any consent, request, direction, approval, objection
or other instrument or document, (ii) the execution of any writing appointing any agent or
attorney, and (iii) the ownership of Bonds, shall be sufficient for any of the purposes of this
Indenture, if made in the following manner, and if so made, shall be conclusive in favor of the
Trustee with regard to any action taken thereunder, namely:
(a) The fact and date of the execution by any person of any writing
may be proved by the certificate of any officer in any jurisdiction, who has power
by law to take acknowledgments within that jurisdiction, that the person signing
the writing acknowledged that execution before that officer, or by affidavit of any
witness to that execution; and
(b) The fact of ownership of Bonds shall be proved by the Register
maintained by the Registrar.
Nothing contained herein shall be construed to limit the Trustee to the foregoing proof,
and the Trustee may accept any other evidence of the matters stated therein which it deems to be
sufficient. Any writing, including without limitation, any consent, request, direction, approval,
objection or other instrument or document, of the Holder of any Bond shall bind every future
Holder of the same Bond, with respect to anything done or suffered to be done by the Issuer, the
Borrower, the Trustee, the Registrar or the Paying Agent or Authenticating Agent pursuant to
that writing.
Section 13.07 Priority of this Indenture
This Indenture shall be superior to any liens which may be placed upon the Issuer
Revenues or any other funds or accounts created pursuant to this Indenture.
Section 13.08 Extent of Covenants; No Personal Liability
All covenants, stipulations, obligations and agreements of the Issuer contained in this
Indenture are and shall be deemed to be covenants, stipulations, obligations and agreements of
the Issuer to the full extent authorized by the Act and permitted by the Constitution of the State.
No covenant, stipulation, obligation or agreement of the Issuer contained in this Indenture shall
be deemed to be a covenant, stipulation, obligation or agreement of any present or future
member, officer, agent or employee of the Issuer or the governing body of the Issuer in other
than that person's official capacity. Neither the members of the governing body of the Issuer nor
any official executing the Bonds, this Indenture, the Loan Agreement or any amendment or
70
supplement hereto or thereto shall be liable personally on the Bonds or be subject to any personal
liability or accountability by reason of the issuance or execution hereof or thereof.
Section 13.09 Binding Effect
This Indenture shall inure to the benefit of and shall be binding upon the Issuer and the
Trustee and their respective successors and assigns, subject, however, to the limitations
contained herein.
Section 13.10 Counterparts
This Indenture may be executed in any number of counterparts, each of which shall be
regarded as an original and all of which shall constitute but one and the same instrument.
Section 13.11 Governing Law
This Indenture and the Bonds shall be deemed to be contracts made under the laws of the
State and for all purposes shall be governed by and construed in accordance with the laws of the
State.
Section 13.12 Security Advice Waiver
The Issuer acknowledges that regulations of the Comptroller of the Currency grant the
Borrower the right to receive brokerage confirmations of the security transactions as they occur.
The Borrower specifically waives such notification to the extent permitted by law and will
receive periodic cash transaction statements that will detail all investment transactions.
Section 13.13 Patriot Act
To help the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify and record information that
identifies each person who opens an account. For a non - individual person such as a business
entity, a charity, a trust or other legal entity the Trustee will request documentation to verify its
formation and existence as a legal entity. Furthermore, if required by the Patriot Act, Trustee
may request financial statements, licenses, identification and authorization documents from
individuals claiming authority to represent the entity or other relevant documentation.
Section 13.14 FHA Federal Laws and Requirements Control
Notwithstanding anything in this Indenture or the Loan Agreement to the contrary:
(a) Borrower, Trustee and Issuer acknowledge that this Indenture, and
any obligations of Borrower hereunder, are subject and subordinate to the FHA
Loan Documents. Notwithstanding any provision in this Indenture to the
contrary, no obligations of the Borrower or hereunder shall be payable except
from (A) Surplus Cash (as defined in the HUD Regulatory Agreement) or (B)
funds that are not derived from (i) revenues of the Project (as defined in the FHA
Mortgage), or (ii) any reserve or deposit made with the FHA Lender or any other
71
party as required by HUD in connection with the FHA Loan Documents, or (C)
any proceeds of the FHA Note (collectively, "Non- Project Sources "). No claims
or actions shall be made (or payable) under this Indenture against the Project, the
FHA Lender, the proceeds of the FHA Note, or the assets of the Borrower, except
for Surplus Cash of the Borrower. In addition, the rights and obligations of the
parties under this Indenture and all other documents evidencing, implementing, or
securing this Indenture (collectively, the "Subordinate Bond Documents ") are and
shall be subordinated in all respects rights and obligations of the parties to and
under the FHA Loan Documents. In the event of any conflict between the
provisions of (i) this Indenture or the Subordinate Bond Documents and (ii) the
provisions of the FHA Loan Documents or the Program Obligations (as defined in
the FHA Mortgage), the provisions of the FHA Loan Documents or the Program
Obligations shall control. The provisions of this Section 13.14 shall control over
any inconsistent provisions in this Indenture or the Subordinate Bond Documents.
(b) Any subsequent amendment to this Indenture or the Loan
Agreement is subject to prior written approval of HUD (so long as the Project is
subject to a mortgage insured or held by HUD). No amendment to this Indenture
or the Loan Agreement shall conflict with the provisions of the Program
Obligations.
(c) The Bonds are not a debt of the United States of America, HUD,
FHA, GNMA or any other agency or instrumentality of the federal government,
and are not guaranteed by the full faith and credit of the United States or any
agency or instrumentality thereof.
(d) There is no pledge hereunder or under the Loan Agreement of the
gross revenues or any of the assets of the Project.
(e) Neither a default under this Indenture nor under the Loan
Agreement shall constitute a default under the FHA Loan Documents related to
the Project.
(f) Nothing contained herein or in the Loan Agreement shall inhibit or
impair the right of FHA to require or agree to any amendment, change or
modification of any FHA Loan Documents related to the Project for the purpose
of curing any ambiguity, or of curing, correcting or supplementing any defective
or inconsistent provision contained therein, or in regard to matters or questions
arising under said FHA Loan Documents so long as any such amendment, change
or modification shall not adversely affect the payment terms of the Bonds.
(g) Neither the Issuer, the Trustee, nor any of the Holders has or shall
be entitled to assert any claim against the Project, any reserves or deposits
required by HUD in connection with the Project, or the rents or deposits or other
income of the Project.
72
(h) Proceeds from any condemnation award or from the payment of a
claim under any hazard insurance policy relating to the Project will not be payable
to the Trustee, but will be payable in accordance with the FHA Loan Documents.
END OF ARTICLE XIII
73
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Trust Indenture
to be executed and delivered by duly authorized officers thereof as of the day and year first
written above.
CITY OF EDINA, MINNESOTA
By:
Mayor
By:
City Manager
[ISSUER SIGNATURE PAGE TO TRUST INDENTURE]
S -1
U.S. BANK NATIONAL ASSOCIATION,
as Trustee and Registrar of the Bonds
Authorized Officer
[TRUSTEE SIGNATURE PAGE TO TRUST INDENTURE]
S -2
NO. R-
EXHIBIT A
SERIES 2014A BOND FORM
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF EDINA
MULTIFAMILY HOUSING REVENUE BOND
(YORKTOWN CONTINENTAL, LP PROJECT), SERIES 2014A
INTEREST RATE: MATURITY DATE: DATED AS OF: CUSIP:
% 1, 20
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: AND 00 /100 DOLLARS
The City of Edina, Minnesota (the "Issuer "), a body corporate and politic of the State of
Minnesota, for value received, promises to pay to the Registered Owner specified above or
registered assigns, but solely from the sources and in the manner referred to herein, the principal
amount on the maturity date specified above (subject to optional redemption set forth herein),
which shall be equal to $ , and to pay from those sources interest thereon at
the aforesaid interest rate on each 1 and 1 (each an "Interest Payment
Date "), commencing — 1,20 _ until the principal amount is paid or duly provided
for. This Bond will bear interest from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided for, from its date of delivery.
The principal of this Bond is payable upon presentation and surrender hereof at the
designated corporate trust office of the trustee, presently U.S. Bank National Association, in St.
Paul, Minnesota (the "Trustee "). Interest is payable on each Interest Payment Date by check or
draft mailed to the person in whose name this Bond (or one or more predecessor bonds) is
registered (the "Holder ") at the close of business on the 15th day of the calendar month next
preceding that Interest Payment Date (the "Regular Record Date ") on the registration books for
this issue maintained by the Trustee, as Registrar, at the address appearing therein. Any interest
which is not timely paid or duly provided for shall cease to be payable to the Holder hereof (or of
one or more predecessor bonds) as of the Regular Record Date, and shall be payable to the
Holder hereof (or of one or more predecessor bonds) at the close of business on a Special Record
Date to be fixed by the Trustee for the payment of that overdue interest. Notice of the Special
Record Date shall be mailed to Holders not less than ten days prior thereto. The principal of and
A -1
interest on this Bond are payable in lawful money of the United States of America, without
deduction for the services of the paying agent. While the Bonds are held in a book -entry system
and in certain other circumstances, all as provided in the Indenture, principal of and interest on
this Bond is required to be paid by wire transfer or other arrangement, other than any payment of
the entire unpaid principal amount hereof.
THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER,
PAYABLE SOLELY OUT OF THE REVENUES, RECEIPTS AND OTHER MONEYS
PLEDGED THEREFOR UNDER THE INDENTURE. THE BONDS ARE NOT A DEBT OR
BONDED INDEBTEDNESS OF THE STATE, THE ISSUER OR OF ANY OTHER
POLITICAL SUBDIVISION OF THE STATE, AND NEITHER THE STATE, THE ISSUER
NOR ANY OTHER POLITICAL SUBDIVISION OF THE STATE IS LIABLE FOR THE
PAYMENT OF THE BONDS. NEITHER THE FAITH AND CREDIT OF THE STATE, THE
ISSUER NOR OF ANY OTHER POLITICAL SUBDIVISION OF THE STATE ARE
PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR OF INTEREST ON THE BONDS.
This Bond is one of a duly authorized issue of Multifamily Housing Revenue Bonds
(Yorktown Continental, LP Project) Series 2014A (the "Bonds "), issuable under the Trust
Indenture dated as of July 1, 2014 (the "Indenture "), between the Issuer and the Trustee,
aggregating in principal amount [$16,500,000.00] and issued for the purpose of making a loan
(the "Loan ") to the Borrower described therein (the "Borrower ") to pay a portion of the costs of
acquiring, rehabilitating, equipping and improving the Project, as defined in the Indenture and
the Loan Agreement dated as of even date with the Indenture (the "Loan Agreement "), between
the Issuer and the Borrower. The Bonds are special obligations of the Issuer, issued or to be
issued under and are to be secured and entitled equally and ratably to the protection given by the
Indenture. The Bonds are issued pursuant to, under authority of and in compliance with the laws
of the State of Minnesota, and including without limitation, Minnesota Statutes, Chapters 462A,
462C and 474A as amended (the "Act "), and a resolution duly enacted by the governing body of
the Issuer.
The Bonds are subject to optional redemption prior to their stated maturity on or after
, at par as set forth in the Indenture. Upon presentation and
surrender of the Bonds by the Holder on the date fixed for redemption, the Holder shall be paid
the principal amount of the Bonds to be redeemed, plus accrued interest on such Bonds to the
redemption date.
Reference is made to the Indenture for a more complete description of the Project, the
provisions, among others, with respect to the nature and extent of the security for the Bonds, the
rights, duties and obligations of the Issuer, the Trustee and the Holders of the Bonds, and the
terms and conditions upon which the Bonds are issued and secured. Each Holder assents, by its
acceptance hereof, to all of the provisions of the Indenture.
Pursuant to the Loan Agreement, the Borrower has executed and delivered to the Trustee
the Borrower's promissory note dated of even date herewith (the "Series 2014A Note "), in the
principal amount up to $ . The Borrower is required by the Loan Agreement
and the Series 2014A Note to make payments to the Trustee in the amounts and at the times
necessary to pay the principal of and interest (the "Bond Debt Service Charges ") on the Bonds.
A -2
In the Indenture, the Issuer has assigned to the Trustee, to provide for the payment of the Bond
Debt Service Charges on the Bonds, the Issuer's right, title and interest in and to the Loan
Agreement, except for Unassigned Issuer's Rights as defined in the Loan Agreement. To secure
its compliance with certain covenants in the Loan Agreement, the Borrower has executed and
delivered the Declaration of Restrictive Covenants (the "Regulatory Agreement ") between itself,
the Issuer and the Trustee dated as of even date with the Indenture.
Copies of the Indenture, the Loan Agreement, the Regulatory Agreement and the Series
2014A Note are on file in the principal corporate trust office of the Trustee.
The Bond Debt Service Charges on the Bonds are payable solely from the Issuer
Revenues, as defined and as provided in the Indenture (being, generally, the amounts payable
under the Loan Agreement and the Series 2014A Note in repayment of the loan, deposits to the
Collateral Fund and any unexpended proceeds of the Bonds), and are an obligation of the Issuer
only to the extent of the Issuer Revenues. The Bonds are not secured by an obligation or pledge
of any moneys raised by taxation and do not represent or constitute a debt or pledge of the faith
and credit of the Issuer.
The Bonds are issuable only as fully registered bonds and, except as hereinafter provided,
in printed or typewritten form, registered in the name of Cede & Co. as nominee of The
Depository Trust Company, New York, New York ( "DTC "), which shall be considered to be the
Holder for all purposes of the Indenture, including, without limitation, payment by the Issuer of
Bond Debt Service Charges, and receipt of notices to, giving of consents by and exercise of
rights of, Holders. There shall be a single Bond representing each maturity, and all Bonds shall
be immobilized in the custody of DTC with the owners of beneficial interests in those Bonds (the
"book entry interests ") having no right to receive from the Issuer Bonds in the form of physical
securities or certificates. Ownership of book entry interests in the Bonds shall be shown by book
entry on the system maintained and operated by DTC, its participants (the "Participants ") and
certain persons acting through the Participants, and transfers of ownership of book entry interests
shall be made only by that book entry system, the Issuer and the Trustee having no responsibility
therefor. DTC is to maintain records of the positions of Participants in the Bonds, and the
Participants and persons acting through Participants are to maintain records of the purchasers and
owners of book entry interests in the Bonds. The Bonds as such shall not be transferable or
exchangeable, except for transfer to another Depository (as defined in the Indenture) or to
another nominee of a Depository, without further action by the Issuer and otherwise at the
expense of the Borrower.
If any Depository determines not to continue to act as a Depository for the Bonds for use
in a book entry system, the Issuer may attempt to have established a securities depository/book
entry system relationship with another qualified Depository under the Indenture. If the Issuer
does not or is unable to do so, the Issuer and the Trustee, after the Trustee has made provision for
notification of the owners of book entry interests by the then Depository, shall permit withdrawal
of the Bonds from the Depository, and authenticate and deliver Bond certificates in fully
registered form (in denominations of $5,000, or any integral multiple thereof) to the assignees of
the Depository or its nominee, all at the cost and expense (including costs of printing or
otherwise preparing and delivering replacement Bond certificates) of those persons requesting
A -3
such authentication and delivery, if the event is not the result of Issuer action or inaction
(including action at the request of the Borrower).
The Indenture permits certain amendments or supplements to the Indenture, the Loan
Agreement, the Regulatory Agreement and the Series 2014A Note not prejudicial to the Holders
to be made without the consent of or notice to the Holders, and certain other amendments or
supplements thereto to be made with the consent of the Holders of not less than a majority in
aggregate principal amount of the Bonds then outstanding.
The Holder of each Bond has only those remedies provided in the Indenture.
The Bonds shall not constitute the personal obligation, either jointly or severally, of the
members of the governing body of the Issuer or of any other officer of the Issuer.
This Bond shall not be entitled to any security or benefit under the Indenture or be valid
or become obligatory for any purpose until the certificate of authentication hereon shall have
been signed.
It is certified and recited that there have been performed and have happened in regular
and due form, as required by law, all acts and conditions necessary to be done or performed by
the Issuer or to have happened (i) precedent to and in the issuing of the Bonds in order to make
them legal, valid and binding special obligations of the Issuer, and (ii) precedent to and in the
execution and delivery of the Indenture and the Loan Agreement; that payment in full for the
Bonds has been received; and that the Bonds do not exceed or violate any constitutional or
statutory limitation.
This Bond shall not be entitled to any security or benefit under the Indenture or be valid
or become obligatory for any purpose until the certificate of authentication hereon shall have
been signed.
IN WITNESS OF THE ABOVE, the Issuer has caused this Bond to be to be executed
and delivered by duly authorized officers thereof as of the day and year first written above.
A -4
IN WITNESS WHEREOF, the City of Edina, Minnesota has caused this Bond to be
executed with the manual or facsimile signature of its Mayor and City Manager.
CITY OF EDINA, MINNESOTA
By:
Mayor
By:
City Manager
A -5
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within - mentioned Indenture.
Date of Registration and Authentication: July _, 2014.
U.S. BANK NATIONAL ASSOCIATION,
Trustee
Authorized Officer
M
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and irrevocably constitutes and appoints
attorney to transfer that Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Signature guarantee shall be made by a
guarantor institution participating in the
Securities Transfer Agent Medallion
Program or in such other guarantee program
acceptable to the Registrar.
Please insert social security number or
other tax identification number of transferee
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.
. Unless this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the Issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
A -7
Draft 6/20/14
INDENTURE OF TRUST
BY AND BETWEEN
CITY OF EDINA, MINNESOTA,
as Issuer
ner17
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of July 1, 2014
Relating to:
CITY OF EDINA, MINNESOTA
MULTIFAMILY HOUSING REVENUE BONDS
(YORKTOWN CONTINENTAL, LP PROJECT), SERIES 2014B
This instrument drafted by:
Dorsey & Whitney LLP
50 South Sixth Street
Minneapolis, Minnesota 55402
TABLE OF CONTENTS
PAGE
ARTICLE 1
Definitions, Exhibits and General Provisions
Section1.1 Definitions ........................................................................................... ..............................4
Section 1.2 Rules of Interpretation ........................................................................ .............................13
ARTICLE 2
The Bonds
Section 2.1
Authorized Amount and Form of Bonds ............................................ .............................14
Section2.2
Initial Issue .......................................................................................... .............................14
Section2.3
Execution ............................................................................................ .............................15
Section 2.4
Authentication ..................................................................................... .............................15
Section 2.5
Delivery of Initial Issue ...................................................................... .............................15
Section 2.6
Mutilated, Lost, Stolen or Destroyed Bonds ....................................... .............................16
Section 2.7
Ownership of Bonds ........................................................................... .............................16
Section 2.8
Preparation of Bonds .......................................................................... .............................16
Section 2.9
Registration, Transfer and Exchange of Bonds .................................. .............................16
Section 2.10
Interest Rights Preserved .................................................................... .............................18
Section 2.11
Cancellation of Bonds ......................................................................... .............................18
Section 2.12
Book -Entry System ............................................................................. .............................18
Section 2.13
Termination of Book -Entry Only System ......................................... ...............................
19
ARTICLE 3
Redemption of Bonds Before Maturity
Section 3.1 Redemption Provisions ....................................................................... .............................20
Section 3.2 Partial Redemption of Bonds .............................................................. .............................20
Section 3.3 Procedure for Redemption .................................................................. .............................21
Section 3.4 Payment of Bonds Upon Redemption ................................................. .............................22
Section 3.5 No Partial Redemption After Default ................................................. .............................22
Section3.6 Cancellation ........................................................................................ .............................22
ARTICLE 4
General Covenants
Section 4.1 Payment of Principal, Premium and Interest ...................................... .............................23
Section 4.2 Performance of and Authority for Covenants ..................................... .............................23
Section 4.3 Instruments of Further Assurance ....................................................... .............................23
Section 4.4 Recording and Filing .......................................................................... .............................23
Section 4.5 Books and Records ............................................................................. .............................23
Section 4.6 Bondholders' Access to Bond Register ............................................ .............................23
Section 4.7 Rights Under Loan Agreement ........................................................... .............................23
ARTICLE 5
Funds and Accounts
Section 5.1
"Trust Money„ Defined ...................................................................... .............................25
Section5.2
Project Fund ........................................................................................
.............................25
Section5.3
Bond Fund ...........................................................................................
.............................25
Section 5.4
Capitalized Interest Fund ....................................................................
.............................27
Section5.5
Rebate Fund ........................................................................................
.............................27
Section 5.6
Deposit of Funds with Paying Agent
.................................................. .............................27
ARTICLE 6
Investments
Section 6.1 Investments by Trustee ....................................................................... .............................29
Section 6.2 Return on Investments ........................................................................ .............................29
Section 6.3 Computation of Balances in Funds ..................................................... .............................30
Section 6.4 Rebate to United States ....................................................................... .............................30
ARTICLE 7
Discharge of Lien
Section 7.1 Payment of Bonds; Satisfaction and Discharge of Bonds and
Obligation to Bondholders .................................................................. .............................31
Section 7.2 Discharge of the Indenture .................................................................. .............................32
ARTICLE 8
Default Provisions and Remedies
Section 8.1
Events of Default ................................................................................
.............................33
Section8.2
Acceleration ........................................................................................
.............................33
Section8.3
Remedies .............................................................................................
.............................34
Section 8.4
Direction of Proceedings By Bondholders .........................................
.............................34
Section 8.5
Waiver of Stay or Extension Laws .....................................................
.............................34
Section 8.6
Priority of Payment and Application of Money ..................................
.............................35
Section 8.7
Remedies Vested in Trustee ................................................................ .............................36
Section 8.8
Rights and Remedies of Holders .........................................................
.............................36
Section 8.9
Termination of Proceedings ................................................................
.............................36
Section 8.10
Waiver of an Event of Default ............................................................
.............................36
Section 8.11
Borrower as Agent of Issuer ...............................................................
.............................37
ARTICLE 9
The Trustee
Section 9.1
Acceptance of the Trustee ................................................................... .............................38
Section 9.2
Trustee's Fees, Charges and Expenses ............................................... .............................40
Section 9.3
Notice to Holders of Default ............................................................... .............................40
Section 9.4
Intervention by Trustee ....................................................................... .............................40
Section 9.5
Successor Trustee ............................................................................... .............................40
Section 9.6
Resignation by Trustee ....................................................................... .............................41
Section 9.7
Removal of Trustee ............................................................................. .............................41
Section 9.8
Appointment of Successor Trustee ..................................................... .............................41
ii
Section 9.9
Acceptance by Successor Trustees ..................................................... .............................41
Section 9.10
Right of Trustee to Pay Taxes and Other Charges .............................. .............................41
Rights Under Indenture ....................................................................... .............................49
Section 9.11
Trustee Protected in Relying Upon Resolutions ................................. .............................42
Meetings of Bondholders .................................................................... .............................49
Section 9.12
Successor Trustee as Custodian of Bond Fund and Paying Agent ..... .............................42
Severability ......................................................................................... .............................51
Section9.13
Co- Trustee .......................................................................................... .............................42
Notices ................................................................................................ .............................51
Section 9.14
Obligation to Trustee as to Reporting ................................................. .............................43
Required Approvals ............................................................................ .............................52
Section 9.15
Successor Paying Agent ...................................................................... .............................44
Counterparts ........................................................................................ .............................52
Section 9.16
Confirmation of the Trustee ................................................................ .............................44
Limitation of Liability of Issuer and its Officers, Employees and Agents ......................53
ARTICLE 10
Supplemental Indentures
Section 10.1 Supplemental Indentures Not Requiring Consent of Bondholders ..... .............................46
Section 10.2 Supplemental Indentures Requiring Consent of Holders .................... .............................46
Section 10.3 Rights of Trustee ................................................................................. .............................47
ARTICLE 11
Amendments to Agreement and Related Documents
Section 11.1 Amendments Not Requiring Bondholder Consent ............................. .............................48
Section 11.2 Amendments Requiring Bondholder Consent .................................... .............................48
ARTICLE 12
Miscellaneous Provisions
Section 12.1
Consent of Holders ............................................................................. .............................49
Section 12.2
Rights Under Indenture ....................................................................... .............................49
Section 12.3
Meetings of Bondholders .................................................................... .............................49
Section12.4
Severability ......................................................................................... .............................51
Section12.5
Notices ................................................................................................ .............................51
Section 12.6
Required Approvals ............................................................................ .............................52
Section12.7
Counterparts ........................................................................................ .............................52
Section 12.8
Limitation of Liability of Issuer and its Officers, Employees and Agents ......................53
Section 12.9
Amounts Remaining in Funds ............................................................ .............................53
iii
INDENTURE OF TRUST
THIS INDENTURE OF TRUST (the "Indenture ") dated as of July 1, 2014, by and between the
City of Edina, Minnesota, a Minnesota body corporate and politic (the "Issuer "), and U.S. Bank National
Association, a national banking association, authorized to accept and execute trusts of the character herein
set out, with a principal corporate trust office in St. Paul, Minnesota (the "Trustee "):
WITNES SETH
1./�
The Issuer is authorized by Minnesota Statutes, Chapters 462C and 474A, as amended (the
"Act "), to issue revenue bonds to finance or refinance in whole or in part the cost of a "Project" (as
hereinafter defined) for the public purposes expressed in the Act; and
The Issuer has made the necessary arrangements with Yorktown Continental, LP, a Minnesota
limited partnership (the "Borrower "), for the acquisition and rehabilitation, and equipping of an existing
264 -unit building containing 262 one - bedroom units and two two- bedroom units as a senior low- income
housing project located at 7151 York Avenue South in the Issuer (the "Project "), which will be of the
character and accomplish the purposes provided by the Act, and the Issuer has entered into a revenue
agreement with the Borrower (in the form of the Loan Agreement as hereinafter defined) which specifies
the terms and conditions of such acquisition and renovation and provides for the Issuer to finance a
portion of the costs of the Project by making a loan (the "Loan") to the Borrower to be funded through the
issuance of Multifamily Housing Revenue Bonds (Yorktown Continental, LP Project), Series 2014B (the
"Bonds "), in the original aggregate principal amount of $ ; and
As security for the payment of the Bonds, the Issuer has agreed to assign and pledge to the
Trustee, among other things, all right, title and interest of the Issuer in and to the Loan Agreement (except
certain rights reserved to the Issuer under the terms of this Indenture), including the Basic Payments (as
hereinafter defined); and
As additional security for the Bonds, the Borrower has entered into a [Combination Mortgage,
Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement, dated as of July
1, 2014] (the "Mortgage "), in favor of the Issuer, which Mortgage the Issuer has assigned to the Trustee
pursuant to an assignment of mortgage, and the Borrower has delivered the [Assignment of Capital
Contributions, Collateral Assignment of HOME Loan Proceeds, the Assignment of Partnership Interest,
and the Guaranty] (all as defined below); and
In connection with the issuance of the Bonds, the Borrower will enter into a Regulatory
Agreement dated as of July 1, 2014 (the "Regulatory Agreement "), with the Issuer and Trustee relating to
compliance with certain federal and state requirements applicable to the Project; and
All things necessary to make the Bonds, when authenticated by the Trustee and issued as in this
Indenture provided, valid, binding and legal limited obligations of the Issuer according to the import
thereof, and to constitute this Indenture a valid contract for the security of the Bonds, have been done and
performed; and the creation, execution and delivery of this Indenture, and the creation, execution and
issuance of said Bonds, subject to the terms hereof, have in all respects been duly authorized;
NOW THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS, THIS INDENTURE
WITNESSETH:
The Issuer, in consideration of the premises and the acceptance by the Trustee of the trusts hereby
created and of the purchase and acceptance of the Bonds by the Holders (as herein defined) thereof, in
order to secure the payment of the principal of and interest and premium, if any, on the Bonds according
to their tenor and effect and the performance and observance by the Issuer of all the covenants expressed
or implied herein and in the Bonds, does hereby grant a security interest in, assign, transfer in trust, and
pledge to the Trustee, and to its successors in trust, and to them and their assigns forever, the following:
FIRST
All rights, title, interest and privileges of the Issuer in, to and under the Loan Agreement,
including, but not limited to, all sums which the Issuer is entitled to receive from the Borrower pursuant
to the Loan Agreement and in particular the Basic Payments (but excluding the rights of the Issuer to
indemnification and certain direct payments to be made to it pursuant to Sections 3.2, 4.4, 7.4, 9.5, 10.8,
10. 11, 10. 12, and 10.13 of the Loan Agreement), and all other sums (including Bond proceeds) which are
required to be deposited in the trust accounts in accordance with Article 5 hereof, except for the Rebate
Fund which is not a part of the Trust Estate; and the earnings derived from the investment of any of the
foregoing sums as provided herein; and
SECOND
Any and all other property of every name and nature which may from time to time hereafter by
delivery or by writing of any kind be subjected to the lien hereof by the Issuer or by anyone on its behalf
or with its written consent, including, but not limited to, the interests of the Issuer, if any, under the
Collateral Documents [(including the proceeds of the Assigned Capital Contributions, the GP Capital
Contributions, the HOME Loan Proceeds and the Sponsor Loan Proceeds)], and the Trustee is hereby
authorized to receive any and all such property at any and all times and to hold and apply the same as
additional security hereunder subject to the terms hereof; and
• 11.11
All property mortgaged, pledged and assigned under the Mortgage and any and all other property
of every name and nature which may from time to time hereafter by delivery or by writing of any kind be
subjected to the lien hereof by the Issuer or by anyone on its behalf or with its written consent, and the
Trustee is hereby authorized to hold and apply the same as additional security hereunder subject to the
terms hereof.
TO HAVE AND TO HOLD all the same (herein called the "Trust Estate ") with all privileges and
appurtenances hereby granted and assigned, or agreed or intended so to be, to the Trustee and its
successors in trust and to them and their assigns forever;
SUBJECT TO the rights of the Borrower under the Loan Agreement and the Mortgage;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and
proportionate benefit, security and protection of all Holders from time to time of the Bonds issued under
and secured by this Indenture, without privilege, priority or distinction as to lien or otherwise of any of
the Bonds over any of the others except as otherwise provided herein;
PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or
cause to be paid, or provide fully for payment as herein provided of the principal of the Bonds and the
interest due or to become due thereon (together with premium, if any), at the time and in the manner set
forth in the Bonds according to the true intent and meaning thereof, and shall make the payments into the
Bond Fund as required under Article 5 or shall provide, as permitted hereby, for the payment thereof by
depositing with the Trustee sums sufficient for payment of the entire amount due or to become due
thereon as herein provided, and shall well and truly keep, perform and observe all the covenants and
conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay
to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions
hereof, then this Indenture and the rights hereby granted shall cease, terminate and be void except as
otherwise provided herein; otherwise, this Indenture shall be and remain in full force and effect.
UNDER THE PROVISIONS OF THE ACT the Bonds may not be payable from or be a charge
upon any funds of the Issuer other than the revenue pledged to the payment thereof nor shall the Issuer be
subject to any pecuniary liability thereon and no Holder or Holders of the Bonds shall ever have the right
to compel any exercise of the taxing power of the Issuer to pay any Bonds or the interest and premium, if
any, thereon, or to enforce payment thereof against any property of the Issuer, except as above provided;
the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the
Issuer, except as above provided; and no Bond shall constitute a debt of the Issuer within the meaning of
any constitutional or statutory limitation, but nothing in the Act impairs the rights of the Holders of Bonds
issued under this Indenture to enforce the covenants made for the security thereof as provided in this
Indenture and in the Act, and by authority of the Act the Issuer and the Trustee mutually covenant and
agree, to the extent specifically provided herein, for the equal and proportionate benefit of all Holders of
the Bonds, as follows:
ARTICLE 1
DEFINITIONS, EXHIBITS AND GENERAL PROVISIONS
Section 1.1 Definitions. In this Indenture the following terms have the following meanings
unless the context hereof clearly requires otherwise, and any other terms defined in the Loan Agreement
shall have the same meanings when used herein as assigned them in the Loan Agreement unless the
context or use thereof indicates another or different meaning or intent:
Act: Minnesota Statutes, Chapters 462C and 474A, as amended;
Act of Bankruptcy: any of the following events:
(i) If the Borrower shall (a) apply for or consent to the appointment of, or the taking
of possession by, a receiver, custodian, trustee, liquidator or the like, or of all or a substantial part
of their property, (b) commence a voluntary case under the Federal Bankruptcy Code (as now or
hereafter in effect), or (c) file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding -up or composition or adjustment of debts; or
(ii) A proceeding or case shall be commenced, without the application or consent of
the Borrower, in any court of competent jurisdiction, and shall not be dismissed, vacated, or
stayed within 60 days after commencement, seeking (a) the liquidation, reorganization,
dissolution, winding -up, or the composition or adjustment of its debts, (b) the appointment of a
trustee, receiver, custodian, liquidator or the like of the Borrower, or of all or any substantial part
of its assets, or (c) similar relief in respect of the Borrower under any law relating to bankruptcy,
insolvency, reorganization, winding -up or composition or adjustment of debts;
Additional Charges: the payments required by Section 4.4 of the Loan Agreement;
Affiliated Party: as to a particular Person, any Person directly and, indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. "Control ", when
used with respect to a particular Person, means the possession, directly or indirectly, of the power to
direct management and policies of such Person whether through the ownership of voting stock, by
contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the
foregoing;
[Assigned Capital Contributions: the second installment, which is in the expected amount of
$ , and the third installment, which is in the expected amount of $ , of the equity
contribution to be made by the Investor Limited Partner to the Borrower, pursuant to Section 7.2 of the
Partnership Agreement, and subject to the conditions, terms and provisions of the Partnership
Agreement;]
[Assignment of Capital Contributions: the Assignment of Capital Contributions dated as of
1, 20_, from the Borrower and the General Partner to the Trustee, acknowledged by the
Investor Limited Partner;]
[Assignment of HOME Loan Proceeds: the Collateral Assignment of HOME Loan Proceeds dated
as of 1, 20_, between the Borrower and the Trustee;]
4
Assignment of Mortgage: the Assignment of Mortgage, dated as of July 1, 2014, executed by the
Issuer in favor of the Trustee;
[Assignment of Partnership Interest: that Assignment of Partnership Interest, dated as of
1, 20_, from the Borrower and the General Partner to the Trustee, whereby the Borrower and
the General Partner assign to the Trustee all right, title and interest of the General Partner in the Borrower,
including all ownership and general partner rights of the General Partner as a partner under the
Partnership Agreement, and all right, title and interest of the Borrower in the GP Capital Contributions;]
Authorized Denominations: $100,000 or any integral multiple of $5,000 in excess thereof;
Basic Payments: the payments required by Section 4.2 of the Loan Agreement;
Beneficial Owner: the Person for which a DTC Participant holds an interest in the Bonds as
shown on the books and records of the DTC Participant;
Bond Closing: July _, 2014, the date on which there is delivery by the Issuer of and payment by
the Underwriter for the Bonds;
Bond Counsel: Dorsey & Whitney LLP and any other firm of nationally recognized bond counsel
experienced in tax exempt bond financing selected by the Issuer and acceptable to the Trustee and the
Borrower;
Bond Fund: the fund so designated in Section 5.3 from which the principal of and interest on the
Bonds are payable;
Bond Register: the register maintained by the Trustee pursuant to Section 2.9;
Bondholder or Holder: a Person in whose name a Bond is registered in the Bond Register;
Bond Year: any 12 month period ending on the anniversary of the Bond Closing;
Bonds: the Issuer's Multifamily Housing Revenue Bonds (Yorktown Continental, LP Project),
Series 2014B, in the original aggregate principal amount of $ ;
Borrower: Yorktown Continental, LP, a Minnesota limited partnership, and its successors and
assigns or other Person which may assume its obligations under the Loan Agreement;
Business Day: any day on which the Trustee or the Federal Reserve Bank of New York are not
authorized by law to close;
Capitalized Interest Fund. the fund so designated in Section 5.4 from which interest on the
Bonds is payable;
Cede & Co.: initially, Cede & Co., as nominee of DTC, and any successor or subsequent such
nominee designated by DTC respecting DTC's functions as book -entry depository for any Bond or
Bonds;
Code or Internal Revenue Code: the Internal Revenue Code of 1986, as amended, and all
applicable Treasury Regulations;
Collateral Documents: the Mortgage, the Security Documents and any other written instrument
other than the Loan Agreement and this Indenture, whereby any property or interest in property of any
kind is granted, pledged, conveyed, assigned, or transferred to the Issuer or Trustee, or both, as security
for payment of the Bonds or performance by the Borrower of its obligations under the Loan Agreement;
Completion Date: the date the Borrower certifies the renovation of the Project is complete
pursuant to Section 3.6 of the Loan Agreement;
Condemnation: the word "Condemnation" or phrase "eminent domain" as used herein shall
include the taking or requisition by governmental authority or by a Person, acting under governmental
authority and a conveyance made under threat of Condemnation, and "Condemnation award" shall mean
payment for property condemned or conveyed under threat of Condemnation;
Defaulted Interest: shall have the meaning stated in Section 2.2 hereof,
Determination of Taxability: a determination that the interest income on any Bond is included in
gross income for federal income tax purposes under Section 103 of the Code for any reason, other than
that the Holder is a Substantial User of the Project or a Related Person thereto, which determination shall
be deemed to have been made upon the occurrence of the first to occur of the following:
(i) the date on which any change in law or regulation becomes effective or on which
the Internal Revenue Service has issued any private ruling, technical advice or any other written
communication to the effect that the interest income on any of the Bonds is included in gross
income for federal income tax purposes; or
(ii) the date on which the Borrower shall receive notice from the Trustee or the Issuer
in writing that the Trustee has been advised by any Holder that the Internal Revenue Service has
issued a 30 -day letter or other notice which asserts that the interest on such Bond is included in
gross income for federal income tax purposes;
[Disbursing Agreement: the Disbursing Agreement, dated as of July 1, 2014, among the Trustee,
the Borrower and Commercial Partners Title, LLC;]
Discharge Date: the date on which all Outstanding Bonds are discharged under Article 7;
DTC: The Depository Trust Company, New York, New York, a limited purpose trust company
organized under the laws of the State of New York, or any successor book -entry securities depository for
the Bonds appointed pursuant to Section 2.13;
DTC Participants: those broker - dealers, banks and other financial institutions from time to time
for which DTC holds bonds or securities as depository;
Event of Default: any of the events set forth in Section 8.1 hereof;
Facility: the existing building located at 7151 York Avenue South, in Edina, Minnesota on the
Project Premises, and all related improvements and equipment, together with all additions to,
replacements of and substitutions for any of the foregoing;
Federal Bankruptcy Code: the United States Bankruptcy Reform Act of 1978, as amended, or
any similar or succeeding federal bankruptcy law;
Final Maturity Date: the Stated Maturity, Discharge Date or Redemption Date on which all
Outstanding Bonds either mature, are redeemed or discharged, whichever is earlier;
General Partner: , a , and its successors and assigns;
Government Obligations: direct general obligations of, or obligations the prompt payment of the
principal of and the interest on which are fully and unconditionally guaranteed by, the United States of
America;
[GP Capital Contributions: the equity contribution to be made by the General Partner to the
Borrower, pursuant to Section 6.1 of the Partnership Agreement in the amount of $ , and subject
to the conditions, terms and provisions of the Partnership Agreement;]
[Guaranty: the Guaranty Agreement dated as of July 1, 2014, from , a Minnesota
nonprofit corporation, to the Trustee, as amended, modified, supplemented or restated from time to time
or any agreement entered into in substitution therefor;]
[HOME Loan Proceeds: the proceeds to be loaned by the Issuer to the Borrower in the amount of
$500,000 pursuant to a HOME Repayment Loan Agreement, dated as of _, 20_;]
Holder or Bondholder: the Person in whose name a Bond is registered in the Bond Register;
Indenture: this Indenture of Trust, dated as of July 1, 2014, by and between the Issuer and the
Trustee, as the same may from time to time be amended or supplemented as herein provided;
Independent Accountant: a certified public accountant or firm of certified public accountants
registered and qualified to practice as such under the laws of the State, who does not have any direct
financial interest in the Borrower, other than the payment to be received under contract for services
performed and who is not connected with the Borrower as an officer, employee, underwriter, partner,
affiliate, subsidiary, or person performing similar functions and is not a trustee or director of the
Borrower;
Independent Counsel: any attorney duly admitted to practice law before the highest court of any
state, who may be counsel to the Borrower or the Issuer but who may not be an officer or a full time
employee of the Borrower or the Issuer;
Interest Payment Date: each 1 and 1, commencing 1, 20_ and
continuing until payment in full of the Bonds;
Internal Revenue Code or Code: the Internal Revenue Code of 1986, as amended, and all
applicable Treasury Regulations;
Investor Limited Partner: , a , and its successors and assigns;
Issuer: the City of Edina, Minnesota, or any successor thereto;
Loan: the loan of Bond proceeds by the Issuer to the Borrower described in Section 4.1 of the
Loan Agreement;
7
Loan Agreement: the Loan Agreement dated as of July 1, 2014, by and between the Issuer and
the Borrower, as the same may from time to time be amended or supplemented as provided therein and in
this Indenture;
Mortgage: the [Combination Mortgage, Security Agreement, Assignment of Leases and Rents
and Fixture Financing Statement] dated as of July 1, 2014 from the Borrower to the Issuer and assigned
by the Issuer to the Trustee, to secure the Bonds;
Moody's: Moody's Investors Service, Inc., a corporation organized and existing under the laws
of the State of New York, and its successors and assigns, and, if such corporation shall be dissolved or
liquidated or shall no longer perform the functions of a municipal securities rating agency, " Moody's"
shall be deemed to refer to any other nationally recognized municipal securities rating agency designated
by the Issuer (other than Standard & Poor's);
Notice by Mail: notice of any action or condition by mail shall mean a written notice.meeting the
requirements of this Indenture mailed by first -class mail, postage prepaid, to the Holders of specified
Bonds at the addresses shown in the Bond Register;
Original Purchaser: the Underwriter;
Outstanding Bonds: as of the date of determination, all Bonds theretofore issued and delivered
under this Indenture except:
(i) Bonds theretofore cancelled by the Trustee or Paying Agent or delivered to the
Trustee or Paying Agent cancelled or for cancellation;
(ii) Bonds for which payment or redemption money or securities (as provided in
Article 7) shall have been theretofore deposited with the Trustee in trust for the Holders of such
Bonds; provided, however, that if such Bonds are to be redeemed, notice of such redemption shall
have been duly given pursuant to this Indenture or irrevocable action shall have been taken to call
such Bonds for redemption at a stated Redemption Date; and
(iii) Bonds in exchange for or in lieu of which other Bonds shall have been issued and
delivered pursuant to this Indenture;
provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Bonds have given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Bonds owned by the Borrower shall be disregarded and deemed not to be Outstanding Bonds,
except that in determining whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent, or waiver, only Bonds which the Trustee knows to be
owned by the Borrower shall be disregarded;
Paying Agent: the Trustee or any other entity designated pursuant to this Indenture as the agent
of the Issuer and the Trustee to receive and disburse the principal of and premium, if any, and interest on
the Bonds;
Payment Date: any Interest Payment Date, any Stated Maturity, the Discharge Date or any
Redemption Date;
[Partnership Agreement: the Amended and Restated Agreement of Limited Partnership of the
Borrower, dated as of , 20 , as amended, modified, supplemented or restated from time to time,
or any agreement entered into in substitution therefor;]
Permitted Investments:
(i) Government Obligations;
(ii) obligations of any of the following federal agencies which obligations represent
full faith and credit of the United States of America, including:
- Export-Import Bank
- Farmers Home Administration
- General Services Administration
- U.S. Maritime Administration
- Small Business Administration
- Government National Mortgage Association (GNMA)
- U.S. Department of Housing & Urban Development (PHA's)
- Federal Housing Administration;
(iii) bonds, notes or other evidences of indebtedness rated "AAA" by Standard &
Poor's and "Aaa" by Moody's issued by the Federal National Mortgage Association or the
Federal Home Loan Mortgage Corporation with remaining maturities not exceeding three years;
(iv) U.S. dollar denominated deposit accounts, federal funds and banker's
acceptances with domestic commercial banks which have a rating on their short term certificates
of deposit on the date of purchase of "A -1" or "A -1 +" by Standard & Poor's and "P -1" by
Moody's and maturing no more than 360 days after the date of purchase (ratings on holding
companies are not considered as the rating of the bank);
(v) commercial paper which is rated at the time of purchase in the single highest
classification, "A -I +" by Standard & Poor's and "P -1" by Moody's and which matures not more
than 270 days after the date of purchase;
(vi) investments in amoney market fund rated "AAAm" or "AAAm -G" or better by
Standard & Poor's;
(vii) Pre - refunded municipal obligations defined as follows: Any bonds or other
obligations of any state of the United States of America or of any agency, instrumentality or local
governmental unit of any such state which are not callable at the option of the obligor prior to
maturity or as to which irrevocable instructions have been given by the obligor to call on the date
specified in the notice; and
(a) which are rated, based on an irrevocable escrow account or fund (the
"escrow "), in the highest rating category of Standard & Poor's and Moody's; or
(b) (1) which are fully secured as to principal and interest and redemption
premium, if any, by an escrow consisting only of cash or obligations described in
paragraph (i) above, which escrow may be applied only to the payment of such principal
of and interest and redemption premium, if any, on such bonds or other obligations on the
maturity date or dates thereof or the specified redemption date or dates pursuant to such
irrevocable instructions, as appropriate, and (2) which escrow is sufficient, as verified by
a nationally recognized independent certified public accountant, to pay principal of and
interest and redemption premium, if any, on the bonds or other obligations described in
this paragraph on the maturity date or dates specified in the irrevocable instructions
referred to above, as appropriate;
(viii) investment agreements issued by any financial institution maintaining a rating of
"A" or better by Standard & Poor's or "A2" or better by Moody's; or
(ix) fixed income securities issued by any state of the United States of America or
any agency, instrumentality or political subdivision thereof which are rated not less than "A" by
Standard & Poor's or "A2" by Moody's;
Person: any natural person, corporation, limited liability company, joint venture, cooperative,
partnership, trust or unincorporated organization, government or governmental body or agency, political
subdivision or other legal entity, as in the context may be appropriate;
Project: the Project Premises and the Facility including all Project Equipment, as they may at
any time exist;
Project Equipment: any and all (i) fixtures or tangible personal property now or hereafter
attached or affixed to the Project Premises, (ii) other tangible personal property now or hereafter located
within or used in connection with the Project Premises or the Facility and (iii) any additions to,
replacements of and substitutions for any of the foregoing;
Project Fund: the fund so designated in Section 5.2 hereof;
Project Premises: the real estate legally described in Exhibit A attached to the Loan Agreement,
together with all additions to, replacements of and substitutions for the foregoing;
Rating Agency: Standard & Poor's or Moody's;
Rating Category: one of the generic rating categories of a Rating Agency, without regard to any
refinement or gradation of such Rating Category by a numerical or other modifier;
Rebate Amounts: the amount determined pursuant to Section 7.7(13) of the Loan Agreement to
be rebated to the United States;
Rebate Fund: the fund so designated in Section 5.5 hereof;
Record Date: the 15th day of the calendar month next preceding an Interest Payment Date,
whether or not such day is a Business Day;
Redemption Date: when used with respect to any Bond to be redeemed shall mean the date on
which it is to be redeemed pursuant hereto;
Redemption Price: when used with respect to any Bond to be redeemed shall mean the price at
which it is to be redeemed pursuant hereto;
Regular Interest Payments: all interest payments on the Bonds, other than Special Interest
Payments;
10
Regulatory Agreement: the Regulatory Agreement dated as of July 1, 2014, by and between the
Trustee, the Issuer and the Borrower, as the same may be amended from time to time;
Related Documents: the Loan Agreement, the Regulatory Agreement, the Mortgage, the Security
Documents and the Disbursing Agreement;
Related Person: with reference to any Substantial User, means a "related person" within the
meaning of Section 147(a)(2) of the Code;
Representation Letter: such Letter of Representations to DTC or other documentation required
by DTC as a condition to its acting as book -entry depository for any bond or bonds together with any
replacement thereof or amendment or supplement thereto (and including any standard procedures or
policies referenced therein or applicable thereto) respecting the procedures and other matters relating to
DTC's role as book -entry depository for the Bonds;
Representative: the City Manager of the Issuer or a general partner of the Borrower, or any other
person at any time designated to act on behalf of the Issuer or the Borrower, as the case may be, as
evidenced by a written certificate furnished to the other party and the Trustee containing the specimen
signature of such person and signed for the Issuer by its City Manager or for the Borrower by a general
partner of the Borrower;
Responsible Agent: any Person duly authorized and designated by the Trustee to act on its behalf
in carrying out the applicable duties and powers of the Trustee as set forth in this Indenture (any action
required by the Trustee under this Indenture may be taken by a Responsible Agent);
Restricted Project Funds: any Bond proceeds, including interest thereon, which are required to
be transferred on the Completion Date from the Project Fund to the Bond Fund and which the Trustee is
required under Section 5.3(2) to apply towards the prepayment or pro rata payment of Bonds;
[Security Documents: the Assignment of Capital Contributions, the Assignment of HOME Loan
Proceeds, the Assignment of Partnership Interest, and the Guaranty;]
Series A Bonds: the Issuer's Multifamily Housing Revenue Bonds (Yorktown Continental, LP
Project), Series 2014A in the original aggregate principal amount of $ ;
SLGS: United States Treasury Certificates of Indebtedness, Notes and Bonds State and Local
Government Series;
Special Interest Payments: all payments of (or with respect to) interest on the Bonds made upon
the acceleration of the Bonds pursuant to Section 8.2 hereof;
Special Limited Partner: , a and its successors and
assigns;
Special Record Date: the date fixed by the Trustee pursuant to Section 2.2 hereof relating to the
payment of any Defaulted Interest;
[Sponsor: , a , and its successors and assigns;]
[Sponsor Loan Documents: the Sponsor Note and the Sponsor Mortgage;]
11
[Sponsor Mortgage: the mortgage, dated as of 1, 20_, from the Borrower to
Sponsor, securing the Sponsor Notej
[Sponsor Note: the promissory note, dated as of 1, 20_, from the Borrower to
Sponsor, evidencing the obligation of the Borrower to repay the loan of the Sponsor Loan Proceeds to the
Sponsor;]
Standard & Poor's: Standard & Poor's Ratings Group, a division of the McGraw Hill
Companies, and its successors and their assigns, and if such entity shall be dissolved or liquidated or shall
no longer perform the functions of a municipal securities rating agency, "Standard & Poor's" shall be
deemed to refer to any other nationally recognized municipal securities rating agency designated by the
Issuer (other than Moody's);
State: the State of Minnesota;
Stated Maturity: when used with respect to any Bond or any installment of interest thereon shall
mean the date specified in such Bond as the fixed date on which principal of such Bond or such
installment of interest is due and payable;
Substantial User: a "Substantial User" within the meaning of Section 147(a)(1) of the Code;
Trust Estate: the Trust Estate as defined and set forth in the Granting Clauses hereof;
Trustee: Wells Fargo Bank, National Association, and any co- trustee or successor trustee
appointed, qualified and then acting as such under the provisions of this Indenture;
Underwriter: Dougherty & Company LLC;
Unpaid Bonds: all Outstanding Bonds and any other Bonds which have neither matured nor been
redeemed or purchased and cancelled under this Indenture.
Section 1.2 Rules of Interpretation. This Indenture shall be interpreted in accordance with
and governed by the laws of the State of Minnesota.
The words "herein" and "hereof' and "hereunder" and words of similar import, without reference
to any particular section or subdivision, refer to this Indenture as a whole rather than to any particular
section or subdivision of this Indenture.
References in this Indenture to any particular article, section or subdivision hereof are to the
designated article, section or subdivision of this Indenture as originally executed.
All accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles; and all computations provided for herein shall
be made in accordance with generally accepted accounting principles consistently applied and applied on
the same basis as in prior years.
The Table of Contents and titles of articles and sections herein are for convenience only and are
not a part of this Indenture.
12
Unless the context hereof clearly requires otherwise, the singular shall include the plural and vice
versa and the masculine shall include the feminine and vice versa.
Articles, sections, subsections and clauses mentioned by number only are those so numbered
which are contained in this Indenture.
For purposes of this Indenture and the Loan Agreement, an Act of Bankruptcy shall be deemed
no longer pending if either (a) the petition is dismissed by order of a court of competent jurisdiction and
no further appeal rights exist from such order or (b) the Borrower notifies the Trustee that such a
dismissal has occurred.
Any opinion of counsel called for herein shall be a written opinion of such counsel.
References to the Bonds as "tax- exempt" or to the "tax- exempt status of the Bonds" are to the
exclusion of interest from gross income pursuant to Section 103(a) of the Code, irrespective of such forms
of taxation as the alternative minimum tax or branch profits tax on foreign corporations, as is consistent
with the approach taken in Section 59(i) of the Code.
(The remainder of this page is intentionally left blank.)
13
ARTICLE 2
THE BONDS
Section 2.1 Authorized Amount and Form of Bonds. Bonds secured by this Indenture shall
be issued in fully registered form, without coupons, in any Authorized Denominations, in substantially the
forms set forth in Exhibit A hereto with such appropriate variations, omissions and insertions as are
permitted or required by this Indenture, and in accordance with the further provisions of this Article 2.
The total principal amount of the Bonds that may be outstanding hereunder is expressly limited to
$ . Portions of the text of the Bonds may be printed on the back of the Bonds to permit the
printing of Bonds of a size which can be registered by machine. If a portion of the text of the Bond is to
be printed on the back of the Bond, the face of the Bond shall contain a provision in substantially the
following form:
"REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
WHICH ARE SET FORTH ON THE REVERSE HEREOF, AND SUCH PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE."
Section 2.2 Initial Issue. The Bonds shall be initially issued in the original aggregate
principal amount of $ and shall:
(1) be dated as of their date of nominal original issuance, or the date of their registration as
provided in Section 2.9;
(2) be issued and delivered to the Original Purchaser as fully registered bonds without
coupons in any Authorized Denomination and shall be numbered R -1 upward;
(3) subject to the provisions of Section 3.1 and 3.7 hereof, mature in the principal amount
and bear interest as provided below until paid or discharged as herein provided, with interest computed on
the basis of a 360 -day year composed of twelve 30 -day months;
Stated Maturity Principal
( 1) Amount Interest Rate
20 $ %
(4) bear interest payable semiannually on each Interest Payment Date and continuing until
payment in full of the Bonds;
(5) be subject to redemption upon the terms and conditions and at the prices specified in
Article 3 hereof,
(6) be payable in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts, at the principal trust office of the Trustee
acting as the Paying Agent, or a duly appointed successor Paying Agent, except that interest on the Bonds
will be payable by check or draft mailed by the Trustee to the Holders of such Bonds on the applicable
Record Date (the "Record Date Holders" as defined in the Bond) at the last addresses thereof as shown in
the Bond Register on the applicable Record Date, and principal of and any premium on any Bonds shall
be payable at the principal office of the Trustee; provided that any interest on any Bond which is payable
but which is not punctually paid or duly provided ( "Defaulted Interest ") shall be payable, on a date
14
selected by the Trustee, to the Person in whose name such Bond is registered in the Bond Register at the
close of business on a Special Record Date selected by the Trustee and which shall be at least 10 days but
not more than 30 days before the date selected by the Trustee for payment of such Defaulted Interest. The
Trustee shall give Notice by Mail of the Special Record Date and date for payment of Defaulted Interest
at least 10 days before the Special Record Date; and
(7) Notwithstanding the foregoing, if the date for payment of the principal of, premium, if
any, or interest on any Bond shall be a day which is not a Business Day, then the date for such payment
shall be the next succeeding day which is a Business Day, and payment on such later date shall have the
same force and effect as if made on the nominal date of payment.
Notwithstanding the foregoing, any Record Holder of at least $1,000,000 in principal amount of
the Outstanding Bonds may file with the Trustee an instrument satisfactory to the Trustee requesting the
interest payable by the Trustee to such Holder be paid by transferring by wire transfer in immediately
available funds, on the day such payment is due, the amount to be distributed to such Holder to a
designated account maintained by such Holder at any bank in the United States. The Trustee shall pay all
amounts payable by the Trustee hereunder to such Holder by transfer directly to said designated bank in
accordance with the provisions of any such instrument, provided that if such amount represents a payment
of the principal of any Bond, such Bond shall have been presented to the Trustee. All payments so made
shall be valid and effectual to satisfy and discharge the liability upon such Bonds.
Section 2.3 Execution. The Bonds shall be executed on behalf of the Issuer by the signatures
of the officers of the Issuer designated to sign the Bonds in a resolution of the Issuer and be sealed with
the seal of the Issuer; provided, however, that the seal of the Issuer may be a printed facsimile or may be
omitted; provided further that all of such signatures may be printed or photocopied facsimiles, in which
event the Bonds shall also be executed manually by the Trustee as authenticating agent as provided in
Section 2.4 and Minnesota Statutes, Section 475.55, as amended. In the event of disability or resignation
or other absence of either 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 either 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 he had remained in office until delivery. The Bonds may be issued and delivered
as typewritten bonds or as printed bonds, provided that if the typewritten bonds are delivered, the
facsimile signatures of the Issuer may be conformed signatures.
Section 2.4 Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this Indenture unless a Certificate of Authentication on such
Bond, substantially in the form hereinabove set forth, shall have been duly executed manually by a
Responsible Agent. Certificates of Authentication on different Bonds need not be signed by the same
person. The Trustee shall authenticate the signatures of officers of the Issuer on each Bond by execution
of the Certificate of Authentication on the Bond; and the executed Certificate of Authentication on each
Bond shall be conclusive evidence that it has been authenticated and delivered under this Indenture.
Section 2.5 Delivery of Initial Issue. Upon the execution and delivery of this Indenture the
Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate, the Bonds in the
original aggregate amount of $ and the Trustee shall deliver the Bonds to the Original
Purchaser as hereinafter provided after filing with the Trustee the following:
(1) original executed counterparts of the Loan Agreement, Regulatory Agreement,
Disbursing Agreement, Mortgage, Assignment of Mortgage, the Security Documents, and this Indenture;
15
(2) a copy, duly certified by the Issuer's appropriate recording officer, of the resolutions
adopted and approved by the governing body of the Issuer, authorizing the execution and delivery of this
Indenture and the documents described in subparagraph (1) above;
(3) a request and authorization (which may be part of a certificate of the Issuer) to the
Trustee on behalf of the Issuer, signed by the officers of the Issuer designated to sign the Bonds in a
resolution of the Issuer, to deliver the Bonds to the Original Purchaser therein identified upon payment to
the Trustee for the account of the Issuer of a specified sum plus accrued interest;
(4) the opinion of the Borrower's counsel in the form required by Bond Counsel and counsel
to the Original Purchaser;
(5) the opinion of Bond Counsel approving the legality and tax- exempt status of the Bonds
issued pursuant to this Indenture;
(6) any other documents or opinions as Bond Counsel may require for purposes of rendering
its opinion required under subsection (5) of this Section; and
(7) evidence that the Series A Bonds have been authenticated and delivered.
Section 2.6 Mutilated, Lost, Stolen or Destroyed Bonds.
(1) In case any Bond issued hereunder shall become mutilated or be destroyed or lost, the
Issuer shall, if not then prohibited by law, cause to be executed, and the Trustee shall authenticate and
deliver, a new Bond of like series, amount, maturity date and tenor in exchange and substitution for and
upon cancellation of any such mutilated Bond, or in lieu of and in substitution for any such Bond
destroyed or lost, upon the Holder's paying the reasonable expenses and charges of the Trustee and Issuer
and, in the case of a Bond destroyed or lost, the filing with the Trustee evidence satisfactory to the
Trustee that such Bond was destroyed or lost, and of the ownership thereof, and furnishing the Issuer and
the Trustee with indemnity satisfactory to them. If the mutilated, destroyed or lost Bond has already
matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a
new Bond prior to payment.
(2) In executing a new Bond and in furnishing the Trustee with the written authorization to
authenticate and deliver a new Bond as provided for in this Section, the Issuer may rely conclusively on a
representation of the Trustee that the Trustee is satisfied with the adequacy of the evidence presented
concerning the mutilation, loss, theft or destruction of any Bond.
Section 2.7 Ownership of Bonds. The Issuer, Trustee and Paying Agent may deem and treat
the Holder of any Bond, whether or not such Bond shall be overdue, as the absolute owner of such Bond
for the purpose of receiving payment thereof and for all other purposes whatsoever, and the Issuer (or any
agent thereof), Trustee and Paying Agent shall not be affected by any notice to the contrary.
Section 2.8 Preparation of Bonds. The Bonds shall be printed or typewritten bonds
substantially in the form attached hereto as Exhibit A.
Section 2.9 Reaistration. Transfer and Exchange of Bonds.
(1) The Issuer will cause to be kept at the principal corporate trust office of the Trustee a
Bond Register in which, subject to such reasonable regulations as the Trustee may prescribe, the Issuer
shall provide for the registration of Bonds and the registration of transfers of Bonds; and the Trustee is
16
hereby appointed "Bond Registrar" for the purpose of registering the Bonds and transfers of the Bonds as
herein provided. The Bond Register shall contain a record of every Bond at any time authenticated
hereunder, together with the name and address of the Holder thereof, the date of authentication, the date
of transfer or payment, and such other matters as are appropriate for the Bond Register in the estimation
of the Trustee.
(2) Upon surrender for transfer of any Bond at the principal corporate trust office of the
Trustee, the Issuer shall execute (if necessary), and the Trustee shall authenticate and deliver, in the name
of the designated transferee or transferees (but not registered in blank or to "bearer" or a similar
designation), one or more new Bonds of any Authorized Denomination, having the same Stated Maturity
and interest rate, as requested by the transferor. The execution by the Issuer of any Bond of any
denomination shall constitute full and due authorization of such denomination and the Trustee shall
thereby be authorized to authenticate and deliver such Bond.
(3) At the option of the Holder, Bonds may be exchanged for other Bonds of the same series
of any Authorized Denomination of a like aggregate principal amount and Stated Maturity, upon
surrender of the Bonds to be exchanged at the principal corporate trust office of the Trustee, and upon
payment, if the Issuer shall so require, of the taxes, if any, hereinafter referred to. Whenever any Bonds
are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver,
the Bonds which the Holder making the exchange is entitled to receive.
(4) All Bonds surrendered upon any exchange or transfer provided for in this Indenture shall
be promptly cancelled by the Trustee and thereafter disposed of as directed by the Issuer.
(5) All Bonds delivered in exchange for or upon transfer of Bonds shall be valid special
obligations of the Issuer evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Bonds surrendered for such exchange or transfer.
(6) Transfer of a Bond may be made on the Issuer's books by the registered owner in person
or by the registered owner's attorney duly authorized in writing. Every Bond presented or surrendered for
transfer or exchange shall (if so required by the Issuer or the Trustee) be duly endorsed or be
accompanied by 'a written instrument or instruments of transfer, in the form printed on the Bond or in
another form satisfactory to the Trustee, duly executed and with guaranty of signature of the Holder
thereof or his attorney duly authorized in writing and shall include written instructions as to the details of
the transfer of the Bond.
(7) No service charge shall be made to the Holder for any registration, transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax, fee or other governmental
charge that may be imposed in connection with any transfer or exchange of Bonds, other than exchanges
expressly provided in this Indenture to be made without expense or without charge to Bondholders.
(8) Subject to the provisions of subsection (9) below, the Trustee as Bond Registrar shall
endeavor to comply with rules applicable to transfer agents registered with the Securities and Exchange
Commission as to the 72 -hour "turnaround" standard established for the transfer of registered corporate
securities.
(9) The Trustee shall not be required (i) to transfer or exchange any Bond during a period
beginning at the opening of business 10 days before the day of the first publication or the mailing (if there
is no publication) of a notice of redemption of Bonds under this Indenture and ending at the close of
business on the day of such publication or mailing, or (ii) to transfer or exchange any Bond so selected for
redemption in whole or in part.
17
(10) The Bond Registrar shall insert in each Bond the date of registration which, for purposes
of delivering the original Bonds to the Original Purchaser, shall be the date of original issue, and which
for all other events shall be the last Interest Payment Date preceding the date of authentication to which
interest on the Bond has been paid or made available for payment, unless the date of authentication is an
interest payment date to which interest has been paid or made available for payment, in which case the
Bond shall be dated as of the date of authentication. Each Bond shall be so dated that neither gain nor
loss in interest shall result from any transfers, exchange or substitution provided for herein.
Section 2.10 Interest Rights Preserved. Each Bond delivered upon 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.
Section 2.11 Cancellation of Bonds. Whenever any Outstanding Bond shall be delivered to
the Trustee for cancellation pursuant to this Indenture, upon payment of the principal amount and interest
represented thereby or for replacement pursuant to Section 2.6 or transfer pursuant to Section 2.9, such
Bond shall be cancelled and, subject to the Trustee's business practices, destroyed by the Trustee.
Section 2.12 Book -Entry System. Upon request of a Holder any Bond may be registered in
the Bond Register in the name of Cede & Co., as the nominee of DTC, who will thereafter act as
securities depository for such Bond or Bonds.
With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of
DTC, neither the Issuer, the Borrower nor the Trustee shall have any responsibility or obligation to any
DTC Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence,
neither the Issuer, the Borrower, nor the Trustee shall have any responsibility or obligation with respect to
(i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any
ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner or any
other Person, other than DTC, of any notice with respect to the Bonds, including any notice of
redemption, (iii) the payment to any DTC Participant, any Beneficial Owner or any other Person, other
than DTC, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or
(iv) the failure of DTC to provide any information or notification on behalf of any DTC Participant or
Beneficial Owner.
The Issuer, the Borrower and the Trustee may treat as and deem DTC to be the absolute owner of
each Bond for the purpose of payment of the principal of and premium and interest on such Bond, for the
purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of
registering transfers with respect to such Bonds, and for all other purposes whatsoever (except for the
giving of certain Bondholder consents). The Trustee shall pay all principal of and premium, if any, and
interest on the Bonds to the Bondholders as shown on the Bond Register, and all such payments shall be
valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of
and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid.
Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.9,
references to "Cede & Co." in this Section shall refer to such new nominee of DTC.
Notwithstanding the provisions of this Indenture to the contrary (including without limitation
surrender of Bonds, registration thereof, and Authorized Denominations), as long as the Bonds are in
book -entry form, full effect shall be given to the Representation Letter and the procedures and practices
of DTC thereunder.
18
Section 2.13 Termination of Book -Entry Only System. DTC may determine to discontinue
providing its services with respect to any Bonds registered in the name of Cede & Co. at any time by
giving written notice to the Trustee and discharging its responsibilities with respect thereto under
applicable law. Upon the termination of the services of DTC as provided above, the Bonds may be
registered in whatever name or names the Bondholders shall designate at that time, in accordance with
Section 2.9. To the extent that the Beneficial Owners are designated as the transferee by the Bondholders,
in accordance with Section 2.9 the Bonds will be delivered in appropriate form, content and Authorized
Denomination to the Beneficial Owners.
So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all notices with
respect to such Bond shall be made and given, respectively, to DTC as provided in the Representation
Letter.
19
ARTICLE 3
REDEMPTION OF BONDS BEFORE MATURITY
Section 3.1 Redemption Provisions. The Bonds are subject to redemption and prepayment as
follows:
(1) Optional Prepayment. The Bonds are subject to redemption and prepayment upon
request by the Borrower to the Trustee on any Business Day, in whole or in part, and if in part, in inverse
order of their maturity dates in principal increments of $5,000, so long as no Bond is Outstanding in an
amount less than $100,000, and by lot within any Stated Maturity, at a Redemption Price equal to the
principal amount of the Bonds to be redeemed plus accrued interest thereon.
(2) Redemption from Moneys Remaining in Project Fund. The Bonds are subject to
mandatory redemption in part, at a redemption price equal to the principal amount thereof, without
premium, plus accrued interest thereon to the date fixed for redemption, on the earliest practicable date
for which notice can be given pursuant to Section 3.3, to the extent of moneys remaining on deposit in the
Project Fund that are transferred to the Bond Fund upon completion of the Project and payment of all
Costs of the Project as provided in Section 5.2(2).
(3) Mandatory Redemption from Certain Moneys. The Bonds are subject to mandatory
redemption in part, at a redemption price equal to the principal amount thereof, without premium, plus
accrued interest thereon to the date fixed for redemption, on the earliest practicable date for which notice
can be given pursuant to Section 3.3, in amounts equal to the proceeds of [(i) the Assigned Capital
Contributions, (ii) the HOME Loan Proceeds, (iii) the GP Capital Contributions, and (iv) the Sponsor
Loan Proceeds]; redemption of the Bonds in part to occur upon each receipt by the Borrower or its
designee and deposit with the Trustee in accordance with Section 4.2(1)(c) of the Loan Agreement. If the
mandatory redemption pursuant to this subsection (3) occurs resulting in the redemption of all
Outstanding Bonds, remaining moneys on deposit in the Capitalized Interest Fund will be used to pay first
the portion of the redemption price attributable to accrued interest on the Outstanding Bonds, and second
the portion of the redemption price attributable to principal of the Outstanding Bonds.
(4) No Redemption Prior to Placed in Service Date. Notwithstanding anything to the
contrary contained herein, the Bonds shall not be redeemed on or prior to the date upon which the Project
has been placed in service for purposes of Section 42 of the Code.
Section 3.2 Partial Redemption of Bonds. In the case of any partial redemption of Bonds of
the same maturity pursuant to any provision of this Indenture, the particular Bonds or portions thereof to
be redeemed shall be selected by the Trustee in such manner as the Trustee shall deem fair and equitable.
Notwithstanding the foregoing, DTC shall select the Bonds with respect to any Bonds registered in the
name of Cede & Co. for redemption within particular maturities according to its stated procedures. In the
case of any partial redemption of a Bond in a denomination greater than $5,000 then for all purposes in
connection with such redemption, the first $5,000 of face value of such Bond shall be treated as though it
were a separate Bond in the denomination of $5,000 and each remaining $5,000 of face value of such
Bond shall be treated as though it were a separate Bond in the denomination of $5,000, and such Bond
shall be redeemed only in a principal amount sufficient to redeem one or more of such separate Bonds in
full and so long as no Bond is Outstanding in an amount less than $100,000. Any Bond which is to be
redeemed only in part shall be surrendered to the Trustee (i) for payment of the Redemption Price
(including accrued interest thereon to the Redemption Date) of the portion thereof called for redemption
and (ii) for exchange for Bonds in any Authorized Denomination in aggregate principal amount equal to
20
the unredeemed portion of such Bond without charge therefor. For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case
of any Bond redeemed or to be redeemed only in part, to the portion of the principal of such Bond which
has been or is to be redeemed.
Section 3.3 Procedure for Redemption.
(1) Notice of the intended redemption of Bonds shall be given by the Trustee not less than 15
nor more than 60 days prior to the date fixed for redemption by first class mail, to the registered owner of
each Bond to be redeemed, at the address of such owner shown on the Bond Register; and a second notice
of redemption shall be sent by first class mail, at such address to the registered owner of any Bond who
has not submitted his Bond to the Trustee for payment on or before the date 60 days following the date
fixed for redemption of such Bond in each case stating:
(a) the complete official caption of which the Bonds being redeemed are a part;
(b) the date of mailing of the notice of redemption;
(c) the date fixed for redemption;
(d) the redemption price or prices;
(e) with respect to the redemption of the Bonds in part, the numbers of the Bonds to
be redeemed, by giving the individual certificate number of each Bond to be redeemed (or stating
that all Bonds between two stated certificate numbers, both inclusive, are to be redeemed or that
all of the Bonds of one or more maturities have been called for redemption);
(f) the CUSIP numbers of all Bonds being redeemed (provided that such notice may
contain a disclaimer as to the accuracy of the CUSIP numbers);
(g) in the case of a partial redemption of Bonds, the principal amount and maturity
date of each Bond being redeemed;
(h) the date of issue of the Bonds as originally issued;
(i) the rate or rates of interest borne by each Bond being redeemed;
0) the maturity date of each Bond being redeemed; and
(k) the place or places where amounts due upon such redemption will be payable.
The notice will state that Bonds must be surrendered at the payment office of the Trustee
for redemption at the redemption price and shall state that further interest on such Bond will not accrue
from and after the redemption date provided the Trustee has on deposit sufficient funds to redeem the
Bonds on such date. CUSIP number identification with appropriate dollar amounts for each CUSIP
number also shall accompany all redemption payments made by check or draft.
With respect to optional redemptions, such notice may be conditioned upon moneys
being on deposit with the Trustee on or prior to the redemption date in an amount sufficient to pay the
redemption price on the redemption date. If such notice is conditional and either the Trustee receives
written notice from the Borrower that moneys sufficient to pay the redemption price will not be on
21
deposit on the redemption date, or such moneys are not received on or prior to the redemption date, then
such notice shall be of no force and effect, the Trustee shall not redeem such Bonds and the Trustee shall
give notice, in the same manner in which the notice of redemption was given, that such moneys were not
or will not be so received and that such Bonds will not be redeemed.
(2) Notice of such redemption also shall be sent by certified mail, return receipt requested,
overnight delivery service or other secure means (including electronic transmission), postage prepaid, to
any registered owner of $1,000,000 or more in aggregate principal amount of Bonds to be redeemed, to
certain municipal registered securities depositories which are known to the Trustee to be holding Bonds
and to at least two of the national information services that disseminate securities redemption notices,
when possible, at least two days prior to the mailing of notices required by the first paragraph above, but
in any event at least 15 days, but not more than 60 days, prior to the redemption date; provided that
neither failure to receive such notice nor any defect in any notice so delivered shall affect the sufficiency
of the proceedings for the redemption of such Bonds.
(3) Failure to give notice by mailing to the registered owner of any Bond designated for
redemption or any defect in such notice shall not affect the validity of the proceedings for the redemption
of such Bond.
(4) As long as DTC is effecting book -entry transfers of the Bonds or is acting as a registered
securities depository with respect to any Bonds, the Trustee shall provide the notices specified in this
Section 3.3 to the Securities Depository by overnight delivery service, facsimile transmission or by
certified mail, return receipt requested at least one day prior to the mailing of the notice to Bondowners
required pursuant to Section 3.3(1). It is expected that DTC shall, in turn, notify the DTC Participants
and that the DTC Participants, in turn, will notify or cause to be notified the Beneficial Owners. Any
failure on the part of DTC or a DTC Participant, or failure on the part of a nominee of a Beneficial Owner
of a Bond (having been mailed notice from the Trustee, a DTC Participant or otherwise) to notify the
Beneficial Owner of the Bond so affected, shall not affect the validity of the redemption of such Bond.
(5) Notice of redemption having been given in the manner provided above, and money
sufficient for the redemption being held by the Trustee or Paying Agent for that purpose, thereupon the
Bonds so called for redemption shall become due and payable on the redemption date, and interest
thereon shall cease to accrue; and the owners of the Bonds so called for redemption shall thereafter no
longer have any security or benefit under this Indenture except to receive payment of the redemption price
for such Bonds.
Section 3.4 Payment of Bonds Upon Redemption. The Redemption Price of Bonds or
portions thereof called for redemption in accordance with Section 3.3 shall be payable on the date of
redemption upon presentation and surrender of such Bonds at the place or places of payment. If, on the
Redemption Date, sufficient money shall have been deposited with the Trustee to effect such redemption
in accordance with this Indenture, then interest shall cease to accrue on all Bonds or portions thereof so
called for redemption.
Section 3.5 No Partial Redemption After Default. Anything in this Indenture to the contrary
notwithstanding, if there shall have occurred and be continuing an Event of Default, there shall be no
redemption of less than all of the Bonds at the time Outstanding.
Section 3.6 Cancellation. All Bonds which have been redeemed shall be cancelled by the
Trustee as provided in Section 2.11 and shall not be reissued.
22
ARTICLE 4
GENERAL COVENANTS
Section 4.1 Payment of Principal, Premium and Interest. Solely from the money derived
from the Loan Agreement (other than to the extent payable from proceeds of the Bonds or temporary
investments), the Issuer will duly and punctually pay the principal of, premium, if any, and interest on the
Bonds in accordance with the terms of the Bonds and this Indenture. Money derived from the Loan
Agreement include all money derived from the Granting Clauses set forth herein, including, but not
limited to, Basic Payments under the Loan Agreement and trust funds deposited in the funds and accounts
established under Article 5 herein to the extent and in the manner provided in said Article. Nothing in the
Bonds or in this Indenture shall be considered as assigning or pledging funds or assets of the Issuer other
than those covered by the Granting Clauses set forth herein.
Section 4.2 Performance of and Authority for Covenants. The Issuer covenants that it is duly
authorized under the Act to issue the Bonds authorized hereby, to execute this Indenture, to loan the Bond
proceeds to the Borrower and to assign and pledge the payments from the Loan Agreement in the manner
and to the extent herein set forth; that all action on its part for the issuance of the Bonds and the execution
and delivery of this Indenture has been duly and effectively taken.
Section 4.3 Instruments of Further Assurance. The Issuer covenants that it has not made,
done, executed or suffered, and will not make, do, execute or suffer, any act or thing whereby its interest
in the Loan Agreement or any part thereof is now or at any time hereafter impaired, changed or
encumbered in any manner whatsoever, except as may be expressly permitted herein; and that it will do,
execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such
instruments supplemental hereto and such further acts, instruments and transfers as the Trustee may
reasonably require for the better assuring, transferring, pledging, assigning and confirming unto the
Trustee all and singular the sums assigned and pledged hereby to the payment of the principal of and
interest on the Bonds.
Section 4.4 Recording and Filing. The Trustee covenants that solely from available
Additional Charges it will require the Borrower to cause this Indenture, the Mortgage, the Security
Documents and all supplements thereto, to be kept, recorded and filed in such manner and in such places
as may be required by law in order to preserve and protect fully the security of the Holders of the Bonds
and the rights of the Trustee hereunder and under any other instruments aforesaid.
Section 4.5 Books and Records. The Trustee covenants that so long as any Outstanding
Bonds issued hereunder and secured by this Indenture shall be unpaid, the Trustee will keep proper books
or records and accounts, in which full, true and correct entries will be made of all its financial dealings or
transactions in relation to the Project and the payments derived from the Loan Agreement and this
Indenture. At reasonable times and under reasonable regulations established by the Trustee, such books
shall be open to the inspection of Holders and such accountants or other agencies as the Trustee may from
time to time designate.
Section 4.6 Bondholders' Access to Bond Re g sue. Except as otherwise may be provided by
law, the Bond Register shall not be deemed a public record and shall not be made available for inspection
by the public, unless and until notice to the contrary is given to the Trustee by the Issuer.
Section 4.7 Rights Under Loan Agreement. The Loan Agreement sets forth covenants and
obligations of the Issuer and the Borrower, and reference is hereby made to the same for a detailed
23
statement of said covenants and obligations. The Issuer agrees to cooperate in the enforcement of all
covenants and obligations of the Borrower under the Loan Agreement and agrees that the Trustee in its
name or in the name of the Issuer may enforce all rights of the Issuer and all obligations of the Borrower
under and pursuant to the Loan Agreement and on behalf of the Holders, whether or not the Issuer has
undertaken to enforce such rights and obligations.
(The remainder of this page is intentionally left blank.)
24
ARTICLE 5
FUNDS AND ACCOUNTS
Section 5.1 "Trust Money" Defined. All money received by the Trustee:
(1) as elsewhere herein provided to be held and applied under this Article 5, or required to be
paid to the Trustee and whose disposition is not elsewhere herein otherwise specifically provided for,
including, but not limited to the investment income of all Trust Funds held by the Trustee under this
Indenture; or
(2) as proceeds from the sale of the Bonds; or
(3) as Basic Payments, or as otherwise payable under the Loan Agreement;
(all such money being herein sometimes called "Trust Money ") shall be held by the Trustee as a part of
the Trust Estate, and, upon the exercise by the Trustee of any remedy specified in Article 8 hereof, such
Trust Money shall be applied in accordance with Section 8.6 hereof, except to the extent that the Trustee
is holding in Trust Money or Government Obligations, as the case may be, for the payment of any
specified Bonds which are no longer deemed to be Outstanding under the provisions of Article 7 hereof,
which money or Government Obligations shall be applied only as provided in said Article 7. Prior to the
exercise of any such remedy, all or any part of the Trust Money shall be held, invested, withdrawn, paid
or applied by the Trustee, from time to time, as provided in this Article 5, in Article 6 and Article 7
hereof.
Section 5.2 Project Fund.
(1) There is hereby created a Project Fund. Proceeds of the Bonds deposited in the Project
Fund shall be disbursed by the Trustee in accordance with the applicable provisions of Article 3 of the
Loan Agreement and the Disbursing Agreement. The Issuance Expenses of the Bonds may be disbursed
by the Trustee from the Project Fund, upon a written request of the Borrower, without having to comply
with the provisions of the Disbursing Agreement or the Loan Agreement regarding disbursement of Bond
proceeds for the payment of Project Costs.
(2) Any sums in the Project Fund in excess of any amount required to pay Project Costs shall
be transferred to the Bond Fund at the time or times and in the manner provided in Article 3 of the Loan
Agreement.
(3) Any funds deposited in the Project Fund by the Borrower shall be disbursed before any
proceeds of the Bonds, including any earnings thereon, shall be disbursed.
(4) Any interest earned on sums held in the Project Fund prior to the Completion Date shall
remain a part of the Project Fund.
Section 5.3 Bond Fund.
(1) There is hereby created a Bond Fund.
(a) There shall be credited to the Bond Fund, as and when received:
25
(i) each payment received by the Trustee under and pursuant to any of the
provisions of this Indenture or the Loan Agreement which is required to be paid into the
Bond Fund, or which is accompanied by directions that such payment is to be credited to
the Bond Fund;
(ii) funds transferred from the Capitalized Interest Fund pursuant to Section
5.4(1);
(iii) all income derived from the investment of amounts described in clause
(i), as realized.
(b) The Trustee shall disburse, from time to time, sufficient money from the Bond
Fund as specified below to pay the principal of, premium, if any, and the interest on, the Bonds as
the same become due and payable.
(c) If any Bond shall not be presented for payment at maturity, provided money
sufficient to pay such Bond shall have been made available to the Trustee and are held by the
Trustee for the benefit of the Holder thereof, all liability of the Issuer to the Holder thereof for the
payment of such Bond shall forthwith cease, determine and be completely discharged, and
thereupon it shall be the duty of the Trustee to hold such money, without liability for interest
thereon, for the benefit of the Holder of such Bond, who shall thereafter be restricted exclusively
to such money for any claim of whatever nature on his part hereunder or on, or with respect to,
such Bond.
(d) Any money remaining in the Bond Fund after payment in full of all Bonds, and
payment of the fees, charges and expenses of the Trustee, the Paying Agent, the Issuer and any
Co- Paying Agent which have accrued and which will accrue and all other items required to be
paid hereunder shall be paid to the Borrower.
(e) Money in the Bond Fund shall be invested as provided in Section 6.1 hereof.
(f) At any time upon request, the Trustee shall advise the Borrower and the Investor
Limited Partner of the amount of funds determined by the Trustee to be necessary to redeem the
Bonds in full pursuant to Section 3.1(3) of the Indenture, which determination shall take into
account any moneys on deposit in the Capitalized Interest Fund that may be applied to the
redemption price of the Bonds pursuant to this Indenture.
(2) Any surplus money in the Project Fund at the Completion Date which are transferred to
the Bond Fund as provided in Section 5.2(2) (and interest earned thereon) shall be used by the Trustee (a)
to redeem the largest number of Bonds callable, without premium or penalty, under the terms of this
Indenture at the first opportunity or (b) to pay that portion of the annual principal due on the Bonds in an
amount that bears the same ratio to the annual principal due that the total of such surplus funds bears to
the face amount of the Bonds; and such funds transferred to the Bond Fund shall not be invested in by the
Trustee to produce a yield greater than the yield on the Bonds, as required by Internal Revenue Service
Revenue Procedure 79 -5, Revenue Procedure 81 -22 and 26 CFR 601.201 (and any subsequent
amendments, modifications or replacements thereof), provided that, if the Trustee receives a Favorable
Opinion of Bond Counsel, the funds may be invested at a yield greater than the yield on the Bonds or the
balance may be applied to meet current debt service requirements and accordingly become a part of the
balance in the Bond Fund which may be credited against current installments of Basic Payments.
Section 5.4 Capitalized Interest Fund.
26
(1) There is hereby created a Capitalized Interest Fund. The Trustee shall credit to the
Capitalized Interest Fund the amounts set forth in the Issuer Request to be delivered pursuant to Section
2.5 hereof. Funds in the Capitalized Interest Fund shall be transferred automatically by the Trustee to the
Bond Fund on the last Business Day of the month prior to a month in which an Interest Payment Date
occurs in full or partial satisfaction of the interest payment payable by the Borrower with respect to the
Bonds until the Capitalized Interest Fund is fully depleted.
(2) Any interest earned on sums held in the Capitalized Interest Fund prior to the Completion
Date shall remain a part of the Capitalized Interest Fund.
(3) Any funds remaining in the Capitalized Interest Fund following the Completion Date of
the Project shall be transferred to the Bond Fund.
Section 5.5 Rebate Fund.
(1) There is hereby created a Rebate Fund. The Trustee shall deposit in the Rebate Fund,
upon receipt, all rebate amounts deposited with the Trustee in accordance with Section 7.7(13) of the
Loan Agreement; and for purposes of making such deposits the Trustee shall, at the direction of the
Borrower, transfer from the appropriate fund to the Rebate Fund a sum equal to any rebate amounts
attributable to sums held in the Project Fund.
(2) The Trustee shall cooperate with the Borrower in making the determinations for each
computation required pursuant to 7.7(13) of the Loan Agreement; and to that end, the Trustee shall,
within 30 days after the end of the fifth Bond Year, prepare and file with the Borrower a report with
respect to the Project Fund setting forth the total amount invested during the preceding five Bond Years,
the investments made with the money in the Project Fund and the investment earnings (and losses)
resulting from such investments, together with such additional information concerning the Bond Fund and
the investments therein as the Rebate Consultant (as defined in 7.7(13) of the Loan Agreement) or the
Borrower shall reasonably request.
(3) The Trustee shall remit sums in the Rebate Fund to the United States as provided in
Section 7.7(13) of the Loan Agreement.
(4) Upon written direction of the Borrower, the Trustee shall remit to the Borrower, or
transfer to the Bond Fund, any surplus rebate sums held in the Rebate Fund as provided in Section 7.7(13)
of the Loan Agreement.
Section 5.6 Deposit of Funds with Paving Agent.
(1) The Trustee shall transfer and remit sums from the Bond Fund to the Paying Agent in
advance of each interest and principal due date and redemption date, from the balance then on hand in the
Bond Fund, sufficient to pay all principal, interest and redemption premiums then due on the Bonds. The
Paying Agent shall hold in trust for the Holders of such Bonds all sums so transferred to it until paid to
such Holders or otherwise disposed of as herein provided.
(2) Interest on each Bond including accrued interest to the date of deposit and interest, to the
extent permitted by law, on overdue installments of interest at the rate borne by such Bond, (a) shall cease
on its Stated Maturity, or on any prior date on which it shall have been duly called for redemption as
herein provided, provided that funds sufficient for the payment thereof with accrued interest and any
redemption premium have been deposited with the Paying Agent on or before the Stated Maturity or
27
Redemption Date, as the case may be, and in the case of redemption, that the requirements of Article 3
have been complied with, or (b) shall cease on any date after Stated Maturity on which such deposit has
been made, and the Holder shall have no further rights with respect to the Bonds or under this Indenture
except to receive the payment so deposited.
(3) If any Bond is not presented for payment when due and funds sufficient to pay such Bond
shall have been paid to the Trustee (or other Paying Agent, if any): (a) all liability of the Issuer for
payment of such Bond shall forthwith cease, (b) such Bond shall forthwith cease to be entitled to any lien,
benefit or security under this Indenture, and the Holder of such Bond shall forthwith have no rights in
respect thereof except to receive payment thereof, and (c) the Trustee (or other Paying Agent, if any) shall
hold such funds, without liability for interest thereon, for the benefit of the Holder of such Bond. Any
money still held by the Trustee (or other Paying Agent, if any) after two years and eleven months from
the date on which the Bond with respect to such amount was paid to the Trustee (or other Paying Agent, if
any), shall, if and to the extent permitted by law, be paid by the Trustee (or other Paying Agent, if any) to
the Borrower and shall be discharged from the trust and all liability of the Paying Agent or the Trustee
with respect to such trust money shall cease; and the Bondholders shall thereafter be entitled to look only
to the Borrower for payment, and the Borrower shall not be liable for any interest thereon.
(4) If there is any Paying Agent who is not the Trustee, the Trustee will cause such Paying
Agent to execute and deliver to it an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section 5.7, that such Paying Agent will:
(a) hold all sums held by it for the payment of principal of (and premium, if any) or
interest on Bonds in trust for the benefit of the Holders of such Bonds until such sums shall be
paid to such Holders or otherwise disposed of as herein provided; and
(b) at any time during the continuance of any default in the making of any such
payment of principal (and premium, if any) or interest, upon the written request of the Trustee
forthwith pay to the Trustee all sums so held in trust by such Paying Agent.
The Trustee, acting as Paying Agent, shall also be bound by the terms of the foregoing
requirements.
28
ARTICLE 6
INVESTMENTS
Section 6.1 Investments by Trustee.
(1) Except during the continuance of an Event of Default, and subject to the provisions of
Section 8.2, money held for the credit of the funds established by Article 5 shall be held by the Trustee as
required by law and shall at the written request of the Representative of the Borrower, to the extent
practicable and permitted by the Act, and except as provided below with respect to the moneys in the
Bond Fund be invested as received and reinvested by the Trustee in Permitted Investments (including
investments in securities authorized by the Act, through a common trust fund or similar fund maintained
by a bank exclusively for the collective investment and reinvestment of moneys contributed thereto by the
bank in its capacity as trustee, certificates of deposit, and repurchase agreements).
Subject to Minnesota Statutes, as to the investment of sums (other than Bond proceeds) held in
the Bond Fund, the type, amount and maturity of such investments shall be as specified by the
Representative of the Borrower, provided that sums in the Bond Fund may in any event only be invested
in securities which mature or are subject to redemption or repurchase at the option of the Trustee on or
prior to the date or dates on which the Trustee anticipates that cash funds will be required.
(2) The Trustee shall sell and reduce to cash funds a sufficient portion of investments under
the provisions of this Section whenever the cash balance in the fund for which the investment was made is
insufficient for its current requirements. Securities so purchased as an investment of money shall be held
by the Trustee, shall be registered in the name of the Trustee if registration is required, and shall be
deemed at all times a part of the applicable fund, and the interest accruing thereon and any profit realized
from such investments shall be credited to the fund from which the investment was made, subject to any
transfer to another fund as herein provided. Any loss resulting from such investment shall be charged to
the fund from which the investment was made.
(3) The Trustee may purchase from or sell to itself, or through any affiliated company, as
principal or agent, securities herein authorized so long as such purchase or sale is at fair market value.
Section 6.2 Return on Investments.
(1) In directing investments pursuant to Section 8.3 of the Loan Agreement, the Borrower
will not instruct the Trustee to use the proceeds of the Bonds or other sums pledged to the payment of the
Bonds, directly or indirectly, to acquire any securities or obligations the acquisition of which would cause
any of the Bonds to be an "arbitrage bond" as defined in Section 148 of the Code, and for this purpose the
Trustee, in order to restrict yield on investments, may invest in SLGS (and accordingly is hereby
authorized to act as agent of the Issuer for such purpose). The Trustee shall be fully protected in relying
on an opinion of Bond Counsel with respect to whether the acquisition of any securities or obligations
would have the effect prohibited by this Section.
(2) No money in any fund or account shall be invested in investments which cause the Bonds
to be "federally guaranteed" within the meaning of Section 149(b) of the Code. If at any time the money
in all funds and accounts relating to the Bonds exceed, within the meaning of Section 149(b) of the Code,
(a) amounts invested for an initial temporary period until the money is needed for the purpose for which
the Bonds were issued, (b) investments of a bona fide debt service fund, and (c) investments of a reserve
which meet the requirement of Section 148(d) of the Code, then money in excess of such amounts shall
29
be invested at the direction of the Borrower pursuant to Section 8.3 of the Loan Agreement in (i)
obligations issued by the United States Treasury, (ii) other investments permitted under regulations, or
(iii) obligations which are (a) not issued by, or guaranteed by, or insured by, the United States or any
agency or instrumentality thereof or (b) not federally insured deposits or accounts, all within the meaning
of Section 149(b) of the Code. The Trustee shall not take any action or do anything the effect of which
shall be to cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Code.
(3) The provisions of this Section 6.2 shall survive discharge and release of the Indenture.
Section 6.3 Computation of Balances in Funds. In computing the assets of any fund
established hereunder, investments and accrued but unpaid interest thereon shall be deemed a part thereof,
and such investments shall be valued at par value, or at the Redemption Price thereof, if then redeemable
at the option of the holder; provided that in any event for purposes of determining whether any balance in
a fund may only be invested at a restricted yield to comply with Section 148 of the Code and the federal
arbitrage regulations, any investments in the fund shall be valued at their par value or the price (less
accrued interest) at which they were purchased, whichever is the greater.
Section 6.4 Rebate to United States. The Bonds are subject to the rebate to the United States
of earnings in excess of the yield on the Bonds imposed by Section 148 of the Code and Section 1.148 -3
of the Treasury Regulations. The Trustee shall have no obligation to calculate the amount of, or make,
any required rebate as provided in Section 5.5. The Trustee shall cooperate with the Borrower in
determining the amount of any rebate.
(The remainder of this page is intentionally left blank.)
30
ARTICLE 7
DISCHARGE OF LIEN
Section 7.1 Payment of Bonds; Satisfaction and Discharge of Bonds and Obligation to
Bondholders. Whenever the conditions specified in either clause (a) or clause (b) of the following
subsection (1) and the conditions specified in the following subsections (2) and (3) to the extent
applicable, shall exist, namely:
(1) either
(a) all Bonds have been cancelled by the Trustee or delivered to the Trustee for
cancellation, excluding, however,
(i) Bonds for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Paying Agent or Trustee and thereafter repaid to the
Borrower or discharged from such trust, and
(ii) Bonds alleged to have been destroyed, lost or stolen which have been
replaced or paid as provided in Section 2.6 hereof, and (a) which, prior to the satisfaction
and discharge of this Indenture as hereinafter provided, have not been presented to the
Paying Agent or the Trustee with a claim of ownership and enforceability by the Holder
thereof, or (b) whose enforceability by the Holder thereof has been determined adversely
to the Holder by a court of competent jurisdiction or other competent tribunal; or
(b) the Issuer or the Borrower has deposited or caused to be deposited as trust funds:
(i) with the Paying Agent, cash which shall be sufficient, or
(ii) with the Trustee cash and/or Government Obligations, which do not
permit the redemption thereof at the option of the issuer thereof, the principal of,
premium, if any, and interest on which when due (or upon the redemption thereof at the
option of the holder), will, without reinvestment, provide cash which together with the
cash, if any, deposited with the Trustee at the same time, shall be sufficient,
to pay and discharge the entire indebtedness on Bonds not theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation by the payment of interest on and principal (and
premium, if any) of the Bonds which have become due and payable or which shall become due at
their Stated Maturity or Redemption Date, as the case may be, and which are to be discharged
under the provisions hereof, and has made arrangements satisfactory to the Trustee for the giving
of notice of redemption, if any, by the Trustee in the name, and at the expense, of the Borrower in
the same manner as is provided by Section 3.2 hereof; and
(2) the Borrower has paid, caused to be paid or made arrangements satisfactory to the
Trustee for the payment of all other sums payable hereunder and under the Loan Agreement, and the
Related Documents by the Trustee or the Borrower until the Bonds are so paid; and
(3) the Borrower has delivered to the Trustee a report of an Independent Accountant stating
that the payments to be made on the security referred to in clause (b)(ii) of subsection (1) above will be
sufficient to pay when due the principal of, premium, if any, and interest on the Bonds to be defeased; and
31
(4) if discharge is to be effected under clause (b) of subsection (1), an opinion of Bond
Counsel is delivered to the Trustee stating in effect that such discharge will not impair the tax exempt
status of the Bonds;
then, except as otherwise provided in Article 7 and Sections 8.2 and 9.3, the rights of the Bondholders
shall be limited to the cash or cash and securities deposited as provided in paragraph 1, clauses (a) or (b)
above, and upon the Borrower's request the rights and interest hereby granted or granted by the Loan
Agreement and the Collateral Documents to or for the benefit of the Trustee or Bondholders shall cease,
terminate and become null and void, and the Issuer and the Trustee shall, at the expense of the Borrower,
execute and deliver such instruments of satisfaction and transfer as may be necessary, and forthwith the
estate, right, title and interest of the Trustee in and to all of the Project and in and to all rights under the
Loan Agreement and this Indenture (except the money or securities or both deposited as required above
and except as may otherwise be provided in Article 7 and Sections 8.2 and 9.3 shall thereupon be
discharge and satisfied); except that in any event the obligations of the Borrower under Sections 7.4, 7.7,
7.8, 10.10, 10.11, 10.12, and 10.13 of the Loan Agreement shall survive.
Section 7.2 Discharge of the Indenture. Notwithstanding the fact that the lien of this
Indenture upon the Trust Estate may have been discharged and cancelled in accordance with Section 7.1
hereof, this Indenture and the rights granted and duties imposed hereby, to the extent not inconsistent with
the fact that the lien upon the Trust Estate may have been discharged and cancelled, shall nevertheless
continue and subsist until the principal of and the interest on, all of the Bonds shall have actually been
paid in full and the Trustee shall have applied all funds theretofore held by the Trustee for payment of any
Bonds not theretofore presented for payment or purchase, as the case may be, which funds shall be held in
trust solely for the Holders of such Bonds pending their application in accordance herewith.
(The remainder of this page is intentionally left blank.)
32
ARTICLE 8
DEFAULT PROVISIONS AND REMEDIES
Section 8.1 Events of Default. Each of the following events is hereby defined as, and
declared to be and to constitute, an "Event of Default" hereunder:
(1) default in the due and punctual payment of any interest on any Bond; or
(2) default in the due and punctual payment of the principal of any Bond at its Stated
Maturity; or
(3) if default shall be made in the due and punctual payment of any other money required to
be paid to the Trustee under the provisions hereof and such default shall have continued for a period of 30
days after written notice thereof, specifying such default, shall have been given by the Trustee to the
Issuer and the Borrower, or to the Issuer, the Borrower and the Trustee by the Holders of not less than
25% in aggregate principal amount of the then Outstanding Bonds; or
(4) if default shall be made in the performance or observance of any other of the covenants,
agreements or conditions on the part of the Issuer contained in this Indenture or in the Bonds, and such
default shall have continued for a period of 30 days after written notice thereof given in the manner
provided in clause (3) above. Notwithstanding the foregoing, if the default reasonably requires more than
30 days to cure, such default shall not constitute an Event of Default, provided that the curing of the
default is promptly commenced upon receipt by the Issuer of the notice of the default, and with due
diligence is thereafter continuously prosecuted to completion and is completed within a reasonable period
of time, and provided that Issuer keeps the Trustee well informed at all times of its progress in curing the
default; provided in no event shall such additional cure period extend beyond 60 days; or
(5) the occurrence of an Act of Bankruptcy; or
(6) the occurrence of an "Event of Default" under the Loan Agreement, the Security
Documents or the Mortgage.
The Investor Limited Partner or the Special Limited Partner in the Borrower shall have the right,
but not the obligation, to cure Events of Default on behalf of the Borrower.
Section 8.2 Acceleration.
(1) Upon the occurrence of an Event of Default referred to in Section 8.1 hereof, the Trustee
may, and at the written request of the Holders of not less than 25% in aggregate principal amount of the
Outstanding Bonds shall, by notice in writing delivered to the Issuer and the Borrower declare the
principal of all Bonds immediately due and payable, whereupon the same shall become immediately due
and payable any time herein or in the Bonds to the contrary notwithstanding.
(2) Upon any declaration of acceleration, or occurrence resulting in acceleration under this
Section 8.2, the Trustee shall immediately declare the Basic Payments required to be made by the
Borrower under the Loan Agreement to be immediately due and payable in accordance with Section 9.2
of the Loan Agreement.
33
(3) Upon any acceleration required under this Section 8.2, interest shall cease to accrue on
the Bonds as of the date of declaration of such acceleration.
(4) Except as provided in this Section 8.2, under no other circumstances may the Trustee
accelerate the payment of the Bonds.
Section 8.3. Remedies.
(1) Subject to the provisions of Section 8.2, upon the occurrence of an Event of Default and
acceleration of the Bonds, the Trustee may proceed to pursue any available remedy by suit at law or in
equity to enforce all rights of the Bondholders, including without limitation the right to the payment of
the principal or premium, if any, and interest on the then Outstanding Bonds. Upon the occurrence of an
Event of Default under the Loan Agreement, the Trustee may also enforce any and all rights, if any, of the
Issuer thereunder. The Issuer may also exercise any of its rights as provided in Section 9.12 of the Loan
Agreement.
(2) If any Event of Default shall have occurred, and if it shall have been requested to do so
by the Holders of 75% in aggregate principal amount of the then Outstanding Bonds, and if it shall have
received an indemnity bond as provided in Section 9.1 hereof, the Trustee shall be obliged to exercise
such rights and powers conferred on the Trustee by this Section and Section 8.2 as the Trustee (being
advised by Independent Counsel), shall deem most expedient in the interests of the Bondholders;
provided, however, that the Trustee shall have the right to decline to comply with any such request if the
Trustee shall be advised by Independent Counsel that the action so requested may not lawfully be taken or
if the Trustee in good faith shall determine that such action would be unjustly prejudicial to the
Bondholders not parties to such request.
(3) No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to
the Bondholders) is intended to be exclusive of any other remedy, but each and every such remedy shall
be cumulative and shall be in addition to any other remedy (i) given to the Trustee or to the Holders
hereunder or (ii) now or hereafter existing at law or in equity or by statute.
(4) No delay or omission to exercise any right or power accruing upon any Event of Default
shall impair any such right or power or shall be construed to be a waiver of any such Event of Default, or
acquiescence therein; and every such right and power may be exercised from time to time and as often as
may be deemed expedient.
(5) No waiver of any Event of Default hereunder, whether by the Trustee or by the Holders,
shall extend to or shall affect any subsequent Event of Default or impair any rights or remedies
consequent thereon.
Section 8.4 Direction of Proceedings By Bondholders. The Holders of a majority in
aggregate principal amount of the then Outstanding Bonds shall have the right, at any time, by an
instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place
of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions
of this Indenture, the Loan Agreement, the Collateral Documents or for the appointment of a receiver or
any other proceedings hereunder; provided, that such direction shall not be otherwise than in accordance
with the provisions of law and of this Indenture.
Section 8.5 Waiver of Stay or Extension Laws. Upon the occurrence of an Event of Default,
to the extent that such rights may then lawfully be waived, neither the Issuer nor anyone claiming through
it or under it shall or will set up, claim, or seek to take advantage of any appraisement, valuation, stay,
34
extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement of
this Indenture, but the Issuer, for itself and all who may claim through or under it, hereby waives to the
extent that it lawfully may do so the benefit of all such laws and all right of appraisement and redemption
to which it may be entitled under the laws of the State of Minnesota.
Section 8.6 Priority of Payment and Application of Money. All money received by the
Trustee pursuant to any right given or action taken under the provisions of this Article shall, after
payment of the costs and expenses of the proceedings resulting in the collection of such other money and
of the related expenses, liabilities and advances incurred or made by the Issuer or the Trustee, be
deposited in the Bond Fund. All money in the Bond Fund shall be applied, subject to the provisions of
Article 5, as follows:
(1) Unless the principal of all the Bonds shall have become or shall have been declared due
and payable, all such money shall be applied:
FIRST: To the payment to the Persons entitled thereto of all installments of interest then
due on the Bonds, in the order of the maturity of the installments of such interest and, if the
amount available shall not be sufficient to pay in full any particular installment, then to the
payment ratably, according to the amounts due on such installment, to the Persons entitled
thereto, without any discrimination or privilege;
SECOND: To the payment to the Persons entitled thereto the unpaid principal of any of
the Bonds which shall have become due in the order of their due dates with interest on such
Bonds at the applicable rate and, if the amount available shall not be sufficient to pay in full the
unpaid principal on Bonds due on any particular due date, then to the payment ratably, according
to the amount of principal and premium, if any, due on such date, to the Persons entitled thereto,
without any discrimination or privilege; and
(2) If the principal of all Bonds shall have become due or shall have been declared due and
payable, all such money shall be applied to the payment of the principal and interest then due and unpaid
upon the Bonds, without preference or priority of principal or any redemption premium over interest or of
interest over principal or any redemption premium, or of any installment of interest over any other
installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due
respectively for principal and interest, to the Persons entitled thereto, without any discrimination or
privilege.
(3) If the principal of all the Bonds shall have been declared due and payable, and if such
declaration shall thereafter have been rescinded and annulled under the provisions of this Article, then,
subject to the provisions of paragraph (2) of this Section in the event that the principal of all the Bonds
shall later become due or be declared due and payable, the money shall be applied in accordance with the
provisions of paragraph (1) of this Section.
Whenever money is to be applied by the Trustee pursuant to the provisions of this Section, such
money shall be applied by it at such times, and from time to time, as the Trustee shall determine, having
due regard to the amount of such money available for application and the likelihood of additional money
becoming available for such application in the future. Whenever the Trustee shall apply such funds, it
shall (i) fix the date (which shall be an Interest Payment Date unless it shall deem another date more
suitable) upon which such application is to be made and upon such date interest on the amounts of
principal to be paid on such dates shall cease to accrue and (ii) on or before such date set aside the money
necessary to effect such application. The Trustee shall give to the Bondholders mailed notice of the
deposit with it of any such money and of the fixing of any such date. Neither the Trustee nor any Paying
35
Agent shall be required to make payment to the Holder of any Bond until such Bond shall be presented to
the Trustee for appropriate endorsement or for cancellation if fully paid.
Whenever all Bonds and interest thereon have been paid under the provisions of this Section 8.6,
and all expenses and charges of the Trustee and the Issuer have been paid, any balance remaining shall be
paid to the person entitled to receive the same pursuant to Section 12.9.
Section 8.7 Remedies Vested in Trustee. All rights of action (including the right to file proof
of claims) under this Indenture or under any of the Bonds may be enforced by the Trustee without the
possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto,
and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without
the necessity of joining as plaintiffs or defendants any Holders of the Bonds, and any recovery or
judgment shall be for the equal benefit of the Holders of the Outstanding Bonds to the extent and in the
manner provided herein. The Issuer and the Trustee hereby agree, without in any way limiting the effect
and scope thereof, that the pledge and assignment hereunder to the Trustee of all rights included within
the Trust Estate shall constitute an agency appointment coupled with an interest on the part of the Trustee
which, for all purposes of this Indenture, shall be irrevocable and shall survive and continue in full force
and effect notwithstanding the bankruptcy or insolvency of the Issuer or its default hereunder or on the
Bonds.
Section 8.8 Rights and Remedies of Holders. No Holder of any Bond shall have any right to
institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture, the Loan
Agreement, or for the execution of any trust hereof or any remedy hereunder or thereunder or for the
appointment of a receiver, unless: (1) a default thereunder shall have become an Event of Default and the
Holders of 75% in aggregate principal amount of the Bonds then Outstanding shall have made written
request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the
powers hereunder granted or to institute such action, suit or proceeding in its own name; (2) such Holders
shall have offered to indemnify the Trustee as provided in Section 11.1(11); and (3) the Trustee shall
thereafter fail or refuse to exercise within a reasonable period of time the remedies hereunder granted, or
to institute such action, suit or proceeding in its own name. Such notification, request and offer of
indemnity are hereby declared in every such case at the option of the Trustee to be conditions precedent to
the execution of the powers and trusts of this Indenture, and to any action or cause of action for the
enforcement of this Indenture, the Loan Agreement, or for the appointment of a receiver or for any other
remedy hereunder; it being understood and intended that no one or more Holders of the Bonds shall have
any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture, by its, his or
their action or to enforce any right thereunder except in the manner herein provided, and that all
proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and
for the equal benefit of the Holders of all Bonds then Outstanding, provided, however, that nothing herein
shall be construed to preclude any Bondholder from enforcing, or impair the right of any Bondholder to
enforce, the payment by the Trustee of principal of, and interest and premium, if any, on any Bond of
such Bondholder at or after its date of maturity, if and to the extent that such payment is required to be
made to such Bondholder by the Trustee from available funds in accordance with the terms hereof.
Section 8.9 Termination of Proceedings. In case the Trustee shall have proceeded to enforce
any right under this Indenture or the Loan Agreement by the appointment of a receiver, by entry and
possession or otherwise, and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such case the Issuer and the
Trustee shall be restored to their former positions and rights hereunder with respect to the property herein
conveyed, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had
been taken.
36
Section 8.10 Waiver of an Event of Default. The Trustee may waive any Event of Default and
its consequences and shall do so upon written request of the Holders of a majority in aggregate principal
amount of the Bonds then Outstanding. No Event of Default giving rise to mandatory acceleration may
be waived. No such waiver or rescission shall extend to any subsequent or other Events of Default, or
impair any right consequent thereon.
Section 8.11 Borrower as Agent of Issuer.
(1) No default under Section 8.1(4) of this Indenture shall constitute an Event of Default
until actual notice of such default by registered or certified mail shall be given by the Trustee to the
Issuer, the Borrower, and the Issuer and the Borrower shall have had the time permitted by the applicable
subsection after receipt of such notice to correct said default or cause said default to be corrected and the
Issuer or Borrower shall not have corrected said default or caused said default to be corrected within said
time.
(2) With regard to any alleged default concerning which notice is given to the Borrower
under the provisions of this Section 8.11, the Issuer hereby names and appoints the Borrower as its
attorney -in -fact and agent with full authority to perform any covenant or obligation of the Issuer alleged
in said notice to constitute a default, in the name and stead of the Issuer with full power to do any and all
things and acts to the same extent that the Issuer could do and perform any such things and acts and with
power of substitution; provided that the Borrower shall give the Issuer notice of its intention so to perform
on behalf of the Issuer, and provided further that the Issuer may at any time, by a writing addressed to the
Borrower withdraw, limit or modify the appointment hereby made.
(The remainder of this page is intentionally left blank.)
37
ARTICLE 9
THE TRUSTEE
Section 9.1 Acceptance of the Trustee. The Trustee, prior to the occurrence of an Event of
Default, undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture; and no implied covenants or obligations should be read into this Indenture against the Trustee.
In case an Event of Default has occurred, the Trustee agrees to perform such trusts as an ordinarily
prudent trustee under a corporate indenture, but in any such event, only upon and subject to the following
express terms and conditions:
(1) The Trustee may execute any of the trusts or powers hereof and perform any of its duties
by or through attorneys, agents, receivers, or employees, but shall be answerable for the conduct of the
same in accordance with the standard specified above, and shall be entitled to advice of counsel
concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable
compensation to any attorney, agent, receiver or employee retained or employed by it in connection
herewith. The Trustee may act upon the written opinion or written advice of any attorney, surveyor,
engineer or accountant selected by it in the exercise of reasonable care or, if selected or retained by the
Issuer, approved by the Trustee in the exercise of such care, provided that the only legal advice or opinion
that the Trustee may rely upon for purposes of securing advice or an opinion relating to the tax exempt
status of the Bonds is given by Bond Counsel. The Trustee shall not be responsible for any loss or
damage resulting from any action or nonaction in good faith in reliance upon such opinion or advice.
(2) The Trustee shall not be responsible for any recital herein, or in the Bonds (except with
respect to the certificate of the Trustee endorsed on the Bonds) or for the investment of money as herein
provided, except as may be provided in Section 6.1, or for the validity of the execution by the Issuer of
this Indenture, or of any supplemental indentures or instruments of further assurance, or for the
sufficiency of any security for the Bonds issued hereunder or intended to be secured hereby, or for the
value of title of the property herein conveyed, if any, or otherwise as to the maintenance of the security
hereof; except as otherwise provided in Section 4.4 and except that in the event the Trustee enters into
possession of a part or all of the property conveyed pursuant to any provisions of this Indenture, it shall
use due diligence in preserving such property. The Trustee may, but shall be under no duty to, require of
the Borrower full information and advice as to the performance of the covenants, conditions and
agreements in the Loan Agreement as to the condition of the Project and the performance of all other
obligations thereunder and shall use its best efforts, but without any obligation, to advise the Issuer and
the Borrower of any impending Event of Default known to the Trustee.
(3) The Trustee shall not be accountable for the use or application by the Issuer or the
Borrower of any of the Bonds or the proceeds thereof (except as herein expressly provided) or for the use
or application of any money paid over by the Trustee in accordance with the provisions of this Indenture
or for the use and application of money received by any Paying Agent. The Trustee may become the
owner of Bonds secured hereby with the same rights it would have if not Trustee.
(4) The Trustee shall be protected in acting upon any written notice, order, requisition,
request, consent, certificate, opinion (including an opinion of Independent Counsel or Bond Counsel),
affidavit, letter, telegram or other paper or document reasonably believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons. Any action taken by the Trustee
pursuant to this Indenture upon the request or authority or consent of any person who at the time of
making such request or giving such authority or consent is the Holder of any Bond, shall be conclusive
38
and binding upon all future Holders of the same Bond and upon Bonds issued in exchange therefor, upon
transfer thereof, or in place thereof.
(5) As to the existence or non - existence of any fact or as to the sufficiency or authenticity of
any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Issuer
signed by the Issuer Representative as sufficient evidence of the facts stated therein as the same appear
from the books and records under the Issuer Representative's custody or control or are otherwise known
to him. The Trustee may accept a certificate of the Issuer Representative under the seal of the Issuer to
the effect that a motion, resolution or ordinance in the form therein set forth has been adopted by the
governing body of the Issuer as conclusive evidence that such motion, resolution or ordinance has been
duly adopted, and is in full force and effect, and may accept such motion, resolution or ordinance as
sufficient evidence of the facts stated therein and the necessity or expediency of any particular dealing,
transaction or action authorized or approved thereby, but may at its discretion, secure such further
evidence deemed necessary or advisable, but shall in no case be bound to secure the same.
(6) The Trustee shall not be answerable except for its own negligence, willful misconduct or
willful default.
(7) The Trustee shall not be personally liable for any debts contracted or for damages to
persons or to personal property injured or damaged, or for salaries or nonfulfillment of contracts during
any period in which they may be in possession of or managing the real and tangible personal property as
in this Indenture provided.
(8) At any and all reasonable times, the Trustee, and its duly authorized agents, attorneys,
experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the
property comprising the Project, including all books, papers and records of the Issuer pertaining to the
Project and the Bonds, and to take such memoranda from and with regard thereto as may be desired.
(9) The Trustee shall not be required to give any bond or surety with respect to the execution
of said trusts and powers or otherwise in respect to the premises.
(10) Notwithstanding anything elsewhere in this Indenture contained, the Trustee shall have
the right, but shall not be required, to demand, with respect to the authentication of any Bonds, the
withdrawal of any cash, the release of any property or any action whatsoever within the purview of this
Indenture, any showings, certificates, opinions (including opinions of Independent Counsel), appraisals or
other information, or corporate action or evidence thereof, in addition to that by the terms hereof required
as a condition of such action by the Trustee, deemed desirable for the purpose of establishing the right of
the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or
the taking of any other action by the Trustee.
(11) Before taking any action under this Indenture, the Trustee may require that they be
furnished an indemnity bond satisfactory to them for the reimbursement of all expenses to which they
may be put and to protect them against all liability except liability which is adjudicated to have resulted
from the negligence, willful misconduct or willful default of the Trustee, by reason of any action so taken
by the Trustee.
(12) All money received by the Trustee, the Paying Agent or any Co- Paying Agent for the
Bonds shall, until used or applied or invested as herein provided, be held in trust for the purposes for
which they were received but need not be segregated from other funds except to the extent required herein
or by law. Neither the Trustee, the Paying Agent, nor any Co- Paying Agent shall be under any liability
for interest on any money received hereunder except such as may be agreed upon.
39
(13) No provision of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of their duties hereunder, or in the
exercise of any of their rights or powers, if they shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to
them.
(14) The Trustee shall make no representation as to the validity or adequacy of this Indenture
or the Bonds, it shall not be accountable for the Issuer's use of the proceeds of the Bonds or any money
paid to the Issuer or upon the Issuer's direction under any provision hereof, it shall not be responsible for
the use or application of any money received by any Paying Agent other than the Trustee and it shall not
be responsible for any statement or recital herein or any statement in the Bonds or any other document in
connection with the sale of the Bonds or pursuant to this Indenture other than its certificate of
authentication.
Section 9.2 Trustee's Fees, Charges and Expenses. The Trustee and any Paying Agent shall
be entitled to payment and /or reimbursement for reasonable fees for services rendered hereunder and all
advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee in
and about the execution of the trusts created by this Indenture and in and about the exercise and
performance of the powers and duties of the Trustee hereunder and for the reasonable and necessary costs
and expenses incurred in defending any liability in the premises of any character whatsoever (unless such
liability is adjudicated to have resulted from the negligence, willful misconduct or willful default of the
Trustee). In this regard the Issuer has made provisions in Section 4.4 of the Loan Agreement for the
payment of said fees, advances, counsel fees, costs and expenses and reference is hereby made to the
Loan Agreement for the provisions so made; and the Issuer shall not otherwise be liable for the payment
of such sums. Upon an Event of Default, but only upon an Event of Default, the Trustee shall have a first
lien with right of payment prior to payment on account of interest on or principal or premium, if any, of
any Bond and upon the money received by it hereunder, for said fees, advances, counsel fees, costs and
expenses incurred by it.
Section 9.3 Notice to Holders of Default. The Trustee shall give to the Bondholders written
notice of all Events of Default known to the Trustee, within 90 days after the occurrence of an Event of
Default; provided that, except in the case of an Event of Default in the payment of the principal of or
interest on any of the Bonds, the Trustee shall be protected in withholding such notice if and so long as
the Board of Directors, the executive committee or a trust committee of directors or chief executive
officer of the Trustee in good faith determine that the withholding of such notice is in the interest of the
Holders.
Section 9.4 Intervention by Trustee. In any judicial proceeding to which the Issuer is a party
and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of
Holders of Bonds, the Trustee may intervene on behalf of Holders and shall do so if requested in writing
by the Holders of at least 25% of the aggregate principal amount of Outstanding Bonds. The rights and
obligations of the Trustee under this Section are subject to the approval of a court of competent
jurisdiction in the premises.
Section 9.5 Successor Trustee. Any corporation, association or agency into which the
Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or
transfer its trust business and assets as a whole or substantially as a whole, or any corporation or
association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a
party, ipso facto, shall be and become successor trustee and paying agent under this Indenture and vested
with all of the title to the Trust Estate, and all the trusts, powers, discretions, immunities, privileges and
El
all other matters as was its predecessor, without the execution or filing of any instrument or any further
act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 9.6 Resignation by Trustee. The Trustee and any successor trustee may at any time
resign from the trusts hereby created by giving 30 days written notice to the Issuer and to the Borrower
and by first class mail to each Holder of Bonds as shown on the Bond Register, and such resignation shall
take effect upon the appointment of a successor trustee by the Holders or by the Issuer. Such notice to the
Issuer and the Borrower may be served personally or sent by registered mail.
Section 9.7 Removal of Trustee. The Trustee may be removed at any time by an instrument
or concurrent instruments in writing delivered to the Trustee, to the Borrower and to the Issuer, and
signed by the Holders of a majority in aggregate principal amount of then Outstanding Bonds. Such
removal shall only take effect upon the appointment of a successor trustee.
Section 9.8 Appointment of Successor Trustee. In case the Trustee shall resign or be
removed, or be dissolved or shall be in course of dissolution or liquidation, or otherwise become
incapable of acting hereunder, or in case it shall be taken under the control of any public officer or
officers, or of a receiver appointed by a court, a successor may be appointed by the Holders of a majority
in aggregate principal amount of the then Outstanding Bonds, by an instrument or concurrent instruments
in writing signed by such Holders, or by their attorney -in -fact, duly authorized. Nevertheless, in case of
such vacancy the Issuer by resolution of its governing body may appoint a temporary trustee to fill such
vacancy until a successor trustee shall be appointed by the Holders in the manner above provided; and
any such temporary trustee so appointed by the Issuer shall immediately and without further act be
superseded by the trustee so appointed by such Holders. Every such Trustee appointed pursuant to the
provisions of this Section 9.8 shall be a trust company or bank having trust powers and having a reported
capital and surplus not less than $25,000,000, if there be such an institution willing, qualified and able to
accept the trust upon reasonable or customary terms.
Section 9.9 Acceptance by Successor Trustees. Every successor Trustee appointed hereunder
shall execute, acknowledge and deliver to its predecessor, to the Borrower and also to the Issuer, an
instrument in writing accepting such appointment hereunder, and thereupon such successor, without any
further act, deed or conveyance shall become fully vested with all the estates, properties, rights, powers,
trusts, duties and obligations of its predecessors as Trustee and Paying Agent; but such predecessor shall,
nevertheless, on the written request of the Issuer, or of its successor Trustee, execute and deliver an
instrument transferring to such successor Trustee all the estates, properties, rights, powers and trusts of
such predecessor hereunder, and every predecessor Trustee shall deliver all securities and money held by
it as Trustee hereunder to its successor. Should any instrument in writing from the Issuer be required by
any successor Trustee for more fully and certainly vesting in such successor the estates, rights, powers
and duties hereby vested or intended to be vested in the predecessor trustee, any and all such instruments
in writing shall, on request, be executed, acknowledged and delivered by the Issuer. The resignation of
any Trustee and the instrument or instruments removing any Trustee and appointing a successor
hereunder, together with all other instruments provided for in this Article, shall be forthwith filed or
recorded or both by the successor Trustee in each recording office where the Indenture shall have been
filed or recorded or both.
Section 9.10 Right of Trustee to Pay Taxes and Other Charges. If any tax, assessment or
governmental or other charge upon any part of the Trust Estate is not paid as required herein, the Trustee
may pay such tax, assessment or charge, without prejudice, however, to any rights of the Trustee or the
Bondholders hereunder arising in consequence of such failure; and any amount at any time so paid under
this Section, or under the Loan Agreement, with interest thereon (to the extent permitted by law) from the
41
date of such payment until paid to the Trustee in full at a rate per annum equal to the prime rate, shall
become so much additional indebtedness secured hereby, and the same shall be given a preference in
payment over the principal of and the interest on, the Bonds and shall be paid out of the revenues and
receipts from the Trust Estate, if not otherwise caused to be paid. The Trustee shall not be under an
obligation to make any such payment unless it shall have been requested to do so by the Holders of at
least 25% in principal amount of the Bonds then Outstanding and shall have been provided with sufficient
money for the purpose of making such payment.
Section 9.11 Trustee Protected in Relying Upon Resolutions. The resolutions, orders,
requisitions, opinions, certificates and other instruments provided for in this Indenture may be accepted
by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant,
protection and authority to the Trustee.
Section 9.12 Successor Trustee as Custodian of Bond Fund and Paying_ Age nt. In the event of
a change in the office of the Trustee the predecessor trustee which has resigned or been removed shall
cease to be custodian of the funds described in Article 5 and shall cease to act as the Paying Agent for
principal and interest on the Bonds, and the successor trustee shall be and become such custodian and
Paying Agent.
Section 9.13 Co- Trustee. At any time or times, for the purpose of meeting any legal
requirements of any jurisdiction in which any, part of the Trust Estate may at the time be located, the
Issuer and the Trustee shall have the power to appoint, and, upon the request of the Trustee or of the
Holders of at least 51% in aggregate principal amount of the then Outstanding Bonds, the Issuer shall for
such purpose join with the Trustee in the execution, delivery and performance of all instruments and
agreements necessary or proper to appoint one or more persons approved by the Trustee either to act as
co- trustee or co- trustees, jointly with the Trustee, of all or any part of the Trust Estate, or to act as
separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such person or
persons, in such capacity, such right to the Trust Estate or any part thereof, and such rights, powers,
duties, trusts or obligations as the Issuer and the Trustee may consider necessary or desirable subject to
the remaining provisions of this Section 9.13.
If the Issuer shall not have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone
shall have power to make such appointment.
The Issuer shall execute, acknowledge and deliver all such instruments as may be required by any
such co- trustee or separate trustee for more fully confirming such title, rights, powers, trusts, duties and
obligations to such co- trustee or separate trustee.
Every co- trustee or separate trustee shall, to the extent permitted by law but to such extent only,
be appointed subject to the following terms, namely:
(1) The Bonds shall be authenticated and delivered, and all rights, powers, trusts, duties and
obligations by this Indenture conferred upon the Trustee in respect of the custody, control or management
of money, papers, securities and other personal property shall be exercised solely by the Trustee.
(2) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees
shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such
co- trustee or co- trustees or separate trustee or separate trustees jointly, as shall be provided in the
instrument appointing such co- trustee or co- trustees or separate trustee or separate trustees, except to the
extent that, under the law of any jurisdiction in which any particular act or acts are to be performed, the
42
Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts
shall be performed by such co- trustee or co- trustees or separate trustee or separate trustees.
(3) Any request in writing by the Trustee to any co- trustee or separate trustee to take or to
refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from
taking, of such action by such co- trustee or separate trustee.
(4) Any co- trustee or separate trustee may delegate to the Trustee the exercise of any right,
power, trust, duty or obligation, discretionary or otherwise.
(5) The Trustee at any time, by an instrument in writing, with the concurrence of the Issuer,
may accept the resignation of or remove any co- trustee or separate trustee appointed under this Section
9.13, and, in case of a continuing Event of Default the Trustee shall have power to accept the resignation
of, or remove, any such co- trustee or separate trustee without the concurrence of the Issuer. Upon the
request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of
all instruments and agreements necessary or proper to effectuate such resignation or removal. A
successor to any co- trustee or separate trustee so resigned or removed may be appointed in the manner
provided in this Section 9.13.
(6) No trustee hereunder shall be personally liable by reason of any act or omission of any
other trustee hereunder.
(7) Any demand, request, direction, appointment, removal, notice, consent, waiver or other
action in writing delivered to the Trustee shall be deemed to have been delivered to each co- trustee or
separate trustee.
(8) Any money, papers, securities or other items of personal property received by any such
co- trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over
to the Trustee.
Upon the acceptance in writing of such appointment by any such co- trustee or separate trustee, it
or he shall be vested with such interest in and to the Trust Estate or any part thereof, and with such rights,
powers, duties or obligations, as shall be specified in the instrument of appointment jointly with the
Trustee (except insofar as local law makes it necessary for any such co- trustee or separate trustee to act
alone) subject to all the terms of this Indenture. Every such acceptance shall be filed with the Trustee.
Any co- trustee or separate trustee may, at any time by an instrument in writing, constitute the Trustee its
or his attorney -in -fact and agent, with full power and authority to do all acts and things and to exercise all
discretion on its or his behalf and in its or his name.
In case any co- trustee or separate trustee shall die, become incapable of acting, resign or be
removed, the title to the Trust Estate and all rights, powers, trusts, duties and obligations of said co- trustee
or separate trustee shall, so far as permitted by law, vest in and be exercised by the Trustee unless and
until a successor co- trustee or separate trustee shall be appointed in the manner herein provided.
Section 9.14 Obligation to Trustee as to Reporting. The Trustee shall, at the request of the
Borrower, cause to be filed any reports lawfully required by any public agency to be filed under any
applicable security laws and any other reports lawfully required by any public agency to be filed under
the Act or any other applicable state law. For this purpose the Trustee is entitled to require the Borrower
to cause to be furnished to the Trustee whatever information is necessary to comply with such reporting
requirements at the Borrower's sole expense.
43
Section 9.15 Successor Paying Agent. The provisions of Sections 9.5 through 9.9 with respect
to removal, resignation and appointment of a successor trustee shall be equally applicable to resignation,
removal and appointment of a successor to the Paying Agent. The Trustee shall be eligible for
appointment as successor to the Paying Agent.
Section 9.16 Confirmation of the Trustee.
(1) At any time while Bonds remain Outstanding under this Indenture and in any of the
following circumstances, to the extent permitted by law, to -wit:
(a) The Trustee is in doubt as to whether or not the Indenture or any Related
Document or instrument requires Bondholders' consent or the consent of the Borrower, any
guarantor, or the Issuer in connection with any proposed action;
(b) The Trustee has substantial doubt as to whether its consent to a proposed action,
although authorized, should in the particular circumstances be given;
(c) The Trustee's consent is sought or deemed necessary in connection with a
proposed action which is not specifically dealt with or contemplated by the Indenture or any other
Related Document, or it is unclear whether the Indenture or other Related Document is intended
to deal with the proposed action;
(d) There is a disagreement between any of the parties to the Indenture or any other
Related Document as to whether a proposed action may be taken or is required to be taken;
(e) There appears to be a conflict, ambiguity or inconsistency between or among the
provisions of the Indenture and any other Related Document other than as provided for in
Sections 10.1 and 11.1 hereof;
(g) There is doubt as to whether or not a proposed action falls within one of the
provisions of Sections 10.1 and 11.1 hereof authorizing such action without Bondholders'
consent;
(g) Bondholders' consent is required by this Indenture or Related Document but
consent cannot be obtained because:
(i) it is not possible to comply with requirements of this Indenture or any
other Related Document as to the notice to be given to Bondholders with respect to the
proposed matter requiring consent, or
(ii) if action is to be taken at a meeting of Bondholders, the requisite number
of Bondholders (the quorum) necessary to be present at a meeting in order for a proposed
action to be taken was not present at such meeting or any adjourned meeting;
(h) The Trustee wishes to depart from the procedures set forth in Section 12.3 for
purposes of calling or conducting a meeting of the Bondholders; or in any other eventuality in
which it shall be necessary to determine a question arising under or to construe this Indenture or
any other Related Document, the Trustee may, and upon request of the Issuer, the Borrower or
the Holders of 25% or more in principal amount of Outstanding Bonds shall, proceed in
accordance with the provisions of Minnesota Statutes, Section 501.33 through 501.38, as
amended.
44
If Bondholder's consent cannot be obtained because of the circumstances described in (1)(g)
above a court of competent jurisdiction may amend or supplement the Loan Agreement or Indenture or
any Related Document upon a proper showing of the necessity therefor.
(2) In construing and interpreting the Indenture and any other Related Document, the
objective shall always be to ascertain and effectuate the intention of the parties. So far as possible and
appropriate, and to the extent that it does not conflict with the provisions of the Indenture or the other
Related Documents, the principles of statutory construction enunciated in Minnesota Statutes, Sections
645.16, 645.17, 645.18, 645.19 and 645.20, as amended, shall be applied in the interpretation and
construction of the Indenture and other Related Documents.
(3) The Trustee or successor Trustee shall not be answerable for actions taken in compliance
with any final order of the court. The Trustee or successor Trustee shall not be entitled to require an
indemnity bond pursuant to Section 9. 1, Subdivision (I1), prior to taking any action directed by final
order of the court.
(The remainder of this page is intentionally left blank.)
45
ARTICLE 10
SUPPLEMENTAL INDENTURES
Section 10.1 Supplemental Indentures Not Requiring Consent of Bondholders. The Issuer and
the Trustee may, from time to time and at any time, without the consent of, or notice to, any of the
Holders, and when so required by this Indenture shall, enter into an indenture or indentures supplemental
to this Indenture as shall not be inconsistent with the terms and provisions hereof (which supplemental
indenture or indentures shall thereafter form a part hereof), so as to thereby (1) cure any ambiguity or
formal defect or omission in this Indenture or in any supplemental indenture, (2) grant to or confer upon
the Trustee for the benefit of the Holders any additional rights, remedies, powers, authority or security
that may lawfully be granted to or conferred upon the Holders or the Trustee, (3) more precisely identify
the Trust Estate, or any other property which may become a part of the Trust Estate, (4) subject to the lien
and pledge of this Indenture additional revenues, properties or collateral, (5) evidence the appointment of
a separate trustee or a co- trustee or the succession of a new Trustee and/or Paying Agent hereunder, (6)
modify, eliminate and/or add to the provisions of this Indenture to such extent as shall be necessary to
prevent any interest on the Bonds from becoming taxable under the Federal income tax laws or to effect
the qualification of this Indenture under the Trust Indenture Act of 1939, as then amended, or under any
similar Federal statute hereafter enacted, and to add to this Indenture such other provisions as may be
expressly permitted by said Trust Indenture Act of 1939, excluding however the provisions referred to in
Section 316(a)(2) of said Trust Indenture Act of 1939, (7) make any other change which is required by
any provision of this Indenture or which is deemed by the Trustee necessary to reconcile the Indenture
with the Related Documents, or any amendments thereto, or (8) make any other change which in the
judgment of the Trustee is necessary or desirable and will not materially prejudice any non - consenting
Holder of a Bond.
Section 10.2 Supplemental Indentures Requiring Consent of Holders. Exclusive of
supplemental indentures covered by Section 10.1 hereof and subject to the terms and provisions contained
in this Section, and not otherwise, the Trustee, upon receipt of an instrument evidencing the consent to the
below- mentioned supplemental indenture by the Holders of not less than 51 % of the aggregate principal
amount of the then Outstanding Bonds of the series affected thereby, shall join with the Issuer in the
execution of such other indenture or indentures supplemental hereto as shall be deemed necessary and
desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any
of the terms or provisions contained in this Indenture or in any supplemental indenture; provided,
however, that nothing herein contained shall permit or be construed as permitting (1) an extension of the
maturity of the principal or of the interest on any Bond issued hereunder, or (2) a reduction in the
principal amount of any Bond or the rate of interest thereon or any premium thereon, or (3) a privilege or
priority of any Bond or Bonds over any other Bond or Bonds except as may be otherwise expressly
provided herein, or (4) a reduction in the aggregate principal amount of the Bonds required for consent to
such supplemental indenture, or (5) modifying any of the provisions of this Section without the consent of
the Holders of 100% of the principal amount of all Bonds adversely affected thereby ( "100%
Bondholders' Consent ").
If at any time the Issuer shall request the Trustee to enter into any such supplemental indenture
for any of the purposes of this Section which does not require 100% Bondholders' Consent, the Trustee
shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed
execution of such supplemental indenture to be mailed by first class mail, postage prepaid, to the Holders
of the Bonds at the addresses shown on the Bond Register. Such notice shall briefly set forth the nature
of the proposed supplemental indenture and shall state that copies thereof are on file at the principal office
of the Trustee for inspection by all Bondholders. The Trustee shall not, however, be subject to any
46
liability to any Bondholder by reason of its failure to mail such notice to any particular Bondholder if
notice was generally mailed to Bondholders, and any such failure shall not affect the validity of such
supplemental indenture when consented to and approved as provided in this Section. If the Holders of not
less than 51 % in aggregate principal amount of the then Outstanding Bonds at the time of the execution of
any such supplemental indenture shall have consented to and approved the execution thereof as herein
provided, no Holder of any Bond shall have any right to object to any of the terms and provisions
contained herein or the operation thereof, or in any manner to question the propriety of the execution
thereof, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any
action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in
this Section permitted and provided, this Indenture shall be and is deemed to be modified and amended in
accordance herewith.
Anything herein to the contrary notwithstanding, a supplemental indenture under this Article 10
which adversely affects the right of the Borrower under the Loan Agreement shall not become effective
unless and until the Borrower shall have consented in writing to the execution and delivery of such
supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and
delivery of any such supplemental indenture, together with a copy of the proposed supplemental
indenture, to be mailed by certified or registered mail to the Borrower, the Investor Limited Partner and
the Special Limited Partner at least 30 days prior to the proposed date of execution and delivery of any
such supplemental indenture.
Section 10.3 Rialits of Trustee. If, in the opinion of the Trustee, any supplemental indenture
provided for in this Article affects the rights, duties or immunities of the Trustee under this Indenture or
otherwise, the Trustee may, in its discretion, decline to execute such supplemental indenture, except to the
extent that this may be required in the case of a supplemental indenture entered into under Section 10.1.
The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of
Independent Counsel as conclusive evidence that any such supplemental indenture conforms to the
requirements of this Indenture.
47
ARTICLE 11
AMENDMENTS TO AGREEMENT AND RELATED DOCUMENTS
Section 11.1 Amendments Not Requiring Bondholder Consent. The Issuer and /or the Trustee
may, without the consent of or notice to the Bondholders, consent to any amendment, change or
modification of the Related Documents:
(1) which may be required or permitted without Bondholder consent by the provisions of the
Related Documents or this Indenture;
(2) for the purpose of curing any ambiguity or formal defect or omission;
(3) to reconcile the Related Documents with any amendment or supplement to the Indenture;
or
(4) to effect any other change to the Related Documents which, in the judgment of the
Trustee, will not materially prejudice any non - consenting Holder of a Bond.
Section 11.2 Amendments Requiring Bondholder Consent. Except for amendments, changes
or modifications as provided in Section 11. 1, neither the Issuer nor the Trustee shall consent to any other
amendment, change or modification of the Related Documents, without the giving of notice and the
written approval or consent of the Holders of not less than 51 % in aggregate principal amount of the
Bonds of the series affected thereby, then Outstanding given and procured as provided in this Section;
provided that in no event shall such amendment, change or modification relieve the Borrower of the
obligation under the Related Documents to make when and as due any payments required for the payment
of principal, interest and any premium due or to become due on the Bonds unless the consent of the
Holders of all Bonds adversely affected thereby is first secured. If at any time the Issuer and the
Borrower shall request the consent of the Trustee to any such proposed amendment, change or
modification any Related Documents the Borrower shall request consent of the Trustee to any such
proposed amendment, change or modification, the Trustee shall, upon being satisfactorily indemnified
with respect to expenses, cause notice of such proposed amendment, change or modification to be given
in the same manner as provided in Section 10.2 hereof with respect to supplemental indentures. Such
notice shall briefly set forth the nature of such proposed amendment, change or modification and shall
state that copies of the instrument embodying the same are on file at the principal office of the Trustee for
inspection by all Holders. The Trustee shall not, however, be subject to any liability to any Holder by
reason of its failure to mail such notice to any particular Bondholder if notice was generally mailed to
Bondholders, and any such failure shall not affect the validity of such amendment, change or modification
when consented to and approved as provided in this Section. If the Holders of not less than 51% in
aggregate principal amount of the Bonds then Outstanding at the time of the execution of any such
amendment shall consent to the execution thereof as herein provided, no Holder of any Bond shall have
any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any
manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer
from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution
of any such amendment, the affected Related Document shall be deemed to be modified and amended in
accordance therewith. Nothing in this Section contained shall permit or be construed as permitting any
reduction in the payments required to be made (i) by Section 4.2 of the Loan Agreement or (ii) permitting
a reduction or change in the Stated Maturities of the Bonds.
48
ARTICLE 12
MISCELLANEOUS PROVISIONS
Section 12.1 Consent of Holders. Any consent, request, direction, approval, objection or other
instrument required by this Indenture 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 Indenture, and shall be conclusive
in favor of the Trustee with regard to any action taken by it under such request or other instrument,
namely:
(1) The fact and date of the execution by any Person of any such writing 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) 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 only by reference to the Bond Register.
Section 12.2 Rights Under Indenture. With the exception of rights herein expressly conferred,
nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is intended or shall
be construed to give any person or company other than the parties hereto, and the Bondholders, any legal
or equitable right, remedy, or claim under or in respect to this Indenture or any covenants, conditions and
provisions herein contained; this Indenture and all of the covenants, conditions and provisions hereof
being intended to be and being for the sole and exclusive benefit of the parties hereto and the Holders of
the Bonds hereby secured as herein provided.
Section 12.3 Meetings of Bondholders.
(1) A meeting of Bondholders may be called at any time and from time to time pursuant to
this Section to facilitate any of the following purposes:
(a) to give any notice to the Issuer, the Borrower or the Trustee, or to give any
directions to the Trustee, or to consent to the waiving of any default under this Indenture, or to
take any other action authorized to be taken by the Bondholders under this Indenture;
(b) to remove the Trustee or to appoint a successor trustee pursuant to Sections 9.7
and 9.8 of this Indenture;
(c) to consent to the execution of a supplemental indenture pursuant to Section 10.2
hereof, or to consent to the execution of an amendment, change or modification of any Related
Document pursuant to Section 11.2 hereof; or
(d) to take any other action authorized to be taken by or on behalf of the Holders of
any specified aggregate principal amount of the Bonds under any other provision of this Indenture
or under applicable law.
49
(2) Meetings of Bondholders may be held at such place or places as the Trustee or, in case of
its failure to act, the Bondholders calling the meeting, shall from time to time determine.
(3) The Trustee may at any time call a meeting of Bondholders to be held at such time and at
such place as the Trustee shall determine. Notice of every meeting of Bondholders setting forth the time
and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall
be mailed by first class mail, postage prepaid, to the Holders of the Bonds at the address shown on the
Bond Register. Any failure of the Trustee to mail such notice to a particular Bondholder, or any defect
therein shall not, however, in any way impair or affect the validity of any such meeting if notice was
generally mailed to Bondholders. In the event that the Holders of at least 10% in aggregate principal
amount of the Outstanding series of Bonds affected shall have requested the Trustee to call a meeting of
the Bondholders by written request setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have accomplished the mailing of notice of such meeting within 20
days after receipt of such request, then such Bondholders may determine the time and the place for such
meeting and may call such meeting to take any action authorized in paragraph (1) of this Section by
giving notice of such meeting in accordance with the provisions of this paragraph (3).
(4) To be entitled to vote at any meeting of Bondholders, a person shall be a Holder of one or
more Bonds Outstanding, or a person appointed by an instrument in writing as proxy for a Bondholder by
such Bondholder. The only persons who shall be entitled to be present or to speak at any meeting of
Bondholders shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee, Borrower, and Issuer and their counsel.
(5) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Bondholders in regard to proof of the
ownership of Bonds and of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right
to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the ownership of Bonds shall be
proved in the manner specified in Section 12.1 of this Indenture and the appointment of any proxy shall
be proved in the manner specified in said Section or by having the signature of the person executing the
proxy witnessed or guaranteed by any bank, banker or trust company authorized by said Section to certify
to the ownership of Bonds:
(a) The Trustee or, if the Bondholders have called the meeting, the Bondholders
shall, by an instrument in writing, appoint a temporary chairperson of the meeting. A permanent
chairperson and a permanent secretary of the meeting shall be elected by vote of the Holders of a
majority of the Bonds represented at the meeting and entitled to vote.
(b) At any meeting such Bondholder or proxy shall be entitled to one vote for each
$5,000 of principal amount of Outstanding Bonds owned or represented by him or her; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Bond challenged
as not Outstanding and ruled by the chairperson of the meeting to be not Outstanding. The
chairperson of the meeting shall have no right to vote, except as a Bondholder or proxy.
(c) At any meeting of Bondholders, the presence of persons owning or representing
Bonds in an aggregate principal amount sufficient under the appropriate provision of this
Indenture to take action upon the business for the transaction of which such meeting was called
shall constitute a quorum. Any meeting of Bondholders duly called pursuant to this Section may
be adjourned from time to time by vote of the Holders (or proxies for the Holders) of a majority
50
of the Bonds represented at the meeting and entitled to vote, whether or not a quorum shall be
present; and the meeting may be held as so adjourned without further notice.
(6) The vote upon any resolution submitted to any meeting of Bondholders shall be by
written ballots on which shall be subscribed the signatures of the Bondholders or of their proxies and the
number or numbers of the Bonds Outstanding held or represented by them. The permanent chairperson of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of
each meeting of Bondholders shall be prepared by the secretary of the meeting. The original reports of
the inspectors of votes on any vote by ballot taken at such meeting, and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said
notice was published or mailed as provided in this Section shall be attached to such record. Each copy
shall be signed and verified by the affidavits of the permanent chairperson and secretary of the meeting
and one such copy shall be delivered to the Issuer, another to the Borrower and another to the Trustee to
be preserved by the Trustee, which copy shall have attached thereto the ballots voted at the meeting. Any
record so signed and verified shall be conclusive evidence of the matters therein stated.
(7) At any time prior to the preparation of the record of the meeting in accordance with the
terms of this Section for delivery to the Trustee evidencing the taking of any action by the Holders of the
percentage in aggregate principal amount of the Bonds specified in this Indenture in connection with such
action, any Holder of a Bond the number of which is included in the Bonds, the Holders of which have
consented to such action, may, by filing written notice with the Trustee at its principal corporate trust
office and upon proof of holding as provided in Section 12.1 of this Indenture, revoke such consent so far
as it concerns such Bond. Except as aforesaid, any such consent given by the Holder of any Bond shall be
conclusive and binding upon such Holder and upon all future Holders and owners of such Bond and of
any Bond issued in exchange therefor, upon transfer thereof, or in lieu thereof, irrespective of whether or
not any notation in regard thereto is made upon such Bond. Any action taken by the Holders of the
percentage in aggregate principal amount of the Bonds specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Borrower, the Trustee and the Holders of all the
Bonds.
(8) Nothing in this Section 12.3 is intended to limit or prevent the Trustee from taking any
action permitted under Section 9.16 of this Indenture, including but not limited to the Trustee's right to
apply to a court of competent jurisdiction for confirmation of appointment, or for instructions in
accordance with the provisions of Minnesota Statutes, Sections 501.33 through 501.38, as amended.
Section 12.4 Severability. If any provision of this Indenture shall be held or deemed to be or
shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or
jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any
constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have
the effect of rendering the provision in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provisions herein contained invalid, inoperative or unenforceable
to any extent whatever.
The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Indenture
contained shall not affect the remaining portions of this Indenture or any part thereof.
Section 12.5 Notices. All notices, certificates or other communications hereunder shall be in
writing (except as otherwise expressly provided herein) and shall be sufficiently given and shall be
deemed given when mailed by first class mail, postage prepaid, with proper address as indicated below.
51
The Issuer, the Borrower, the Bondholders and the Trustee may, by written notice given by each to the
others, designate any address or addresses to which notices, certificates or other communications to them
shall be sent when required as contemplated by this Indenture. Until otherwise provided by the respective
parties, all notices, certificates and communications to each of them shall be addressed as follows:
To the Issuer: City of Edina, Minnesota
4801 West 50`x' Street
Edina, Minnesota 55424
Attn: City Finance Director
To the Borrower: Yorktown Continental, LP
Attn:
With a copy to: Winthrop & Weinstine P.A.
222 South Sixth Street, Suite 3500
Minneapolis, MN 55402 -4629
Attn: Norman Jones, Esq.
And:
Attn:
To the Trustee: U.S. Bank National Association
St. Paul, MN
Attn: Corporate Trust Services
To the Original Purchaser of Dougherty & Company LLC
the Bonds: 90 South 7t', Suite 4300
Minneapolis, MN 55402 -4108
Attn: Frank J. Hogan, Senior Vice President
Section 12.6 Required Approvals. Consents and approvals required by this Indenture to be
obtained from the Borrower, the Issuer or the Trustee shall be in writing and shall not be unreasonably
withheld or delayed.
Section 12.7 Counterparts. This Indenture may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 12.8 Limitation of Liability of Issuer and its Officers, Employees and Agents. No
covenant, provision or agreement of the Issuer herein or in the Bonds or in any other document executed
by the Issuer in connection with the issuance, sale and delivery of the Bonds, or any obligation herein or
52
therein imposed upon the Issuer or breach thereof, shall give rise to a pecuniary liability of the Issuer or a
charge against their general credit or taxing powers or shall obligate the Issuer financially in any way
except with respect to this Indenture and the application of revenues therefrom and the proceeds of the
Bonds. No failure of the Issuer to comply with any term, condition, covenant or agreement therein shall
subject the Issuer to liability for any claim for damages, costs or other financial or pecuniary charges
except to the extent that the same can be paid or recovered from this Indenture or revenues therefrom or
proceeds of the Bonds. No execution on any claim, demand, cause of action or judgment shall be levied
upon or collected from the general credit, general funds or taxing powers of the Issuer. In making the
agreements, provisions and covenants set forth herein, the Issuer has not obligated itself except with
respect to this Indenture and the application of revenues hereunder as hereinabove provided. The Bonds
constitute special obligations of the Issuer, payable solely from the revenues pledged to the payment
thereof pursuant to this Indenture, and does not now and shall never constitute an indebtedness or a loan
of the credit of the Issuer, or the State of Minnesota or any political subdivision thereof or a charge
against general taxing powers within the meaning of any constitutional or statutory provision whatsoever.
It is further understood and agreed by the Borrower and the Holders that the Issuer shall not incur any
pecuniary liability hereunder nor shall it be liable for any expenses related hereto, all of which the
Borrower agrees to pay. If, notwithstanding the provisions of this Section, the Issuer incurs any expense,
or suffers any losses, claims or damages or incurs any liabilities, the Borrower will indemnify and hold
harmless the Issuer from the same and will reimburse the Issuer for any legal or other expenses incurred
by the Issuer in relation thereto, and this covenant to indemnify, hold harmless and reimburse the Issuer
shall survive delivery of and payment for the Bonds. The liability of the Issuer is further restricted as
provided in the Act.
Section 12.9 Amounts Remaining in Funds. Upon expiration or sooner termination of the
Loan Agreement as provided therein and after adequate provision has been made to discharge the Bonds
in accordance with Article 7 hereof and make all other payments required hereunder and under the Loan
Agreement, the Trustee forthwith shall, pay all remaining amounts in the funds established in Article 5
hereof to the Borrower.
(The remainder of this page is intentionally left blank.)
53
IN WITNESS WHEREOF, the Issuer has caused this Indenture of Trust to be signed in its name
on its behalf by its duly authorized officials, and to evidence its acceptance of the trusts hereby created
the Trustee has caused these presents to be signed in its name and behalf by its duly authorized officers,
all as of 1 s` day of July, 2014.
CITY OF EDINA, MINNESOTA
By
Its Mayor
By
Its City Clerk
Indenture of Trust by and between the City of Edina, Minnesota and U.S. Bank National Association.
S -1
U.S. BANK NATIONAL ASSOCIATION
As Trustee
By:
Its:
Vice President
Indenture of Trust by and between the City of Edina, Minnesota and U.S. Bank National Association.
S -2
No. R -1
EXHIBIT A
Form of Bond
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA, MINNESOTA
MULTIFAMILY HOUSING REVENUE BOND
(YORKTOWN CONTINENTAL, LP PROJECT)
SERIES 2014B
Interest Stated Maturity Date of Original CUSIP
Rate Issue Number
1, 20_ July _, 2014
REGISTERED HOLDER: CEDE & CO.
PRINCIPAL AMOUNT: MILLION THOUSAND AND 00 /100 DOLLARS
(1) KNOW ALL PERSONS BY THESE PRESENTS that the City of Edina, Minnesota, in
the County of Hennepin and the State of Minnesota (the "Issuer "), for value received, promises to pay to
the registered holder named above, or registered assigns, but only from the Bond Fund (as defined in the
Indenture described below), and upon presentation and surrender hereof at the principal corporate trust
office of the Trustee named below, the principal sum specified above, on the maturity date specified
above, or, if this Bond is prepayable as stated below, or a prior date on which it shall have been duly
called for redemption, and to pay interest on said principal sum to the Record Date Holder hereof, as
defined below, semiannually on 1 and 1 of each year (each, an "Interest
Payment Date ") commencing 1, 20_, solely from the Bond Fund, until the principal sum
is paid or discharged at the rates per annum specified above on the basis of a 360 -day year.
This Bond shall bear interest from the date of original issue set forth above, or in the case of
transfer or exchange, from the most recent Interest Payment Date (hereinafter defined) to which interest
has been paid or provided for. The "Record Date Holder" is the person in whose name this Bond is
registered in the Bond Register maintained by the Trustee named below or its successor in trust (the
"Registered Holder" or "Holder" hereof) on the fifteenth day of the calendar month next preceding an
Interest Payment Date, whether or not such day is a Business Day. Interest shall be payable by check or
draft mailed to the Registered Holder at his or her address as it appears on the Bond Register on the
Record Date, except as otherwise provided in the Indenture.
The principal of and interest and premium, if any, on this Bond are payable in lawful money of
the United States of America. Upon notice to the Trustee accompanied by proper wire instructions, any
Holder of Bonds in an aggregate principal amount equal to or greater than $1,000,000 may elect to be
paid the interest on such Bonds payable on any Interest Payment Date by Federal Reserve wire transfer in
immediately available funds to any bank in the United States specified by such Holder.
A -1
Interest not timely paid or duly provided for will be paid by check mailed to the person in whose
name this Bond is registered on the Bond Register at the close of business on a date (the "Special Record
Date ") fixed by the Trustee, notice of which is to be mailed to all Bondholders.
(2) This Bond is one of an issue in the original aggregate principal amount of $ , all of
like nominal date of original issue and tenor, except as to number and amount, issued in accordance with
an Indenture of Trust, dated as of July 1, 2014 (the "Indenture "), duly executed and delivered by the
Issuer to U.S. Bank National Association (the "Trustee "), setting forth the terms upon which the Bonds
are issued. The Bonds are equally and ratably secured and entitled to the protection of the Indenture. The
Bonds are issued for the purpose of financing the acquisition and renovation of a multifamily rental
housing project (the "Project ") within the meaning of Minnesota Statutes, Chapter 462C and 474A, as
amended, to be owned by Yorktown Continental, LP, a Minnesota limited partnership (the `Borrower ").
The Borrower has agreed under a Loan Agreement dated as of July 1, 2014 (the "Loan Agreement "),
between the Issuer and the Borrower to repay all amounts necessary to repay the Bonds, together with
interest thereon, in amounts and at times sufficient to pay the principal of, premium, if any, and interest
on the Bonds as the same shall become due and payable (the "Basic Payments "). The Borrower, the
Issuer and the Trustee have entered into a Regulatory Agreement dated as of July 1, 2014 (the
"Regulatory Agreement "), requiring compliance with certain requirements of federal and state law
relating to the operation of the Project as a multifamily rental housing project. Pursuant to the Indenture,
the Issuer has assigned and pledged to the Trustee, for the equal and ratable benefit of the Holders of the
Bonds, the Basic Payments due under the Loan Agreement. Pursuant to a Combination Mortgage,
Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated as of July 1,
2014 (the "Mortgage "), executed by the Borrower in favor of the Issuer and assigned by the Issuer to the
Trustee, the Borrower has granted an equal and ratable benefit of the Holders of the Bonds, a second
mortgage lien on and a security interest in the Project to secure repayment of the Bonds. [As additional
security for the Bonds, the Borrower has delivered an Assignment of Capital Contributions, from the
Borrower to the Trustee, acknowledged by the Investor Limited Partner, an Assignment of Partnership
Interest, from the Borrower and (the "General Partner ") to the Trustee, whereby the
General Partner and the Borrower assign to the Trustee the General Partner's interest in the Borrower and
the Borrower's interest in the capital contributions of the General Partner, an Assignment of HOME Loan
Proceeds, between the Borrower and the Trustee and a Guaranty Agreement from (all
dated as of 1, 20_) (collectively, the "Security Documents "). Proceeds of the Bonds will be
disbursed to or for the benefit of the Borrower pursuant to the Disbursing Agreement, dated as of July 1,
2014 (the "Disbursing Agreement "), among the Borrower, the Trustee and [Commercial Partners Title,
LLC.]
(3) Reference is hereby made to the Loan Agreement, the Regulatory Agreement, the
Mortgage, the Disbursing Agreement, the Security Documents and the Indenture, including all indentures
supplemental thereto, for a description of the property encumbered and assigned, the provisions, among
others, with respect to the nature and extent of the security, the rights of the Issuer, and the rights, duties
and obligations of the Borrower, the Trustee and the Holders of the Bonds and the terms upon which the
Bonds are issued and secured.
(4) The term "Business Day" shall mean any day on which the Trustee or the Federal
Reserve Bank of New York are not authorized by law to close. If the date for making any payment or the
last date for performance of any act or the exercising of any right, as provided in this Bond, is not a
Business Day, such payment may be made or act performed or right exercised on the next succeeding
Business Day.
follows:
(5) The Bonds are subject to redemption prior to maturity as provided in the Indenture as
A -2
(a) Optional Prepayment. The Bonds are subject to redemption and prepayment
upon request by the Borrower to the Trustee on any Business Day, in whole or in part, and if in
part, in inverse order of maturity date, in principal increments of $5,000, so long as no Bond is
Outstanding in an amount less than $100,000, and by lot within a maturity, at a Redemption Price
equal to the principal amount of the Bonds to be redeemed, plus accrued interest thereon.
(b) Mandatory Redemption from Moneys Remaining in Fund. The Bonds
are subject to mandatory redemption in part, at a redemption price equal to the principal amount
thereof, without premium, plus accrued interest thereon to the date fixed for redemption, on the
earliest practicable date for which notice can be given pursuant to the Indenture, to the extent of
moneys remaining on deposit in the Project Fund that are transferred to the Bond Fund upon
completion of the Project and payment of all Costs of the Project as provided in Indenture.
(c) Mandatory Redemption from Certain Moneys. The Bonds are subject to
mandatory redemption in part, at a redemption price equal to the principal amount thereof,
without premium, plus accrued interest thereon to the date fixed for redemption, on the earliest
practicable date for which notice can be given pursuant to the Indenture, [from the Assigned
Capital Contributions, the GP Capital Contributions, the HOME Loan Proceeds and the Sponsor
Loan Proceeds] described in the Indenture, redemption of the Bonds in part to occur upon each
receipt by the Borrower or its designee and deposit with the Trustee in accordance with the Loan
Agreement.
(d) No Redemption Prior to Placed in Service Date. Notwithstanding anything to the
contrary contained herein, the Bonds shall not be redeemed prior to the date upon which the
Project has been placed in service for purposes of Section 42 of the Code.
(6) In the case of any partial redemption of the Bonds of the same maturity, the particular
Bonds to be redeemed shall be selected by the Trustee in such manner as the Trustee shall deem fair and
equitable and the Bonds shall be redeemed in the principal amounts specified in the Indenture. Any Bond
which is to be redeemed only in part shall be surrendered to the Trustee (i) for payment of the
Redemption Price (including accrued interest thereon to the Redemption Date) of the portion thereof
called for redemption and (ii) for exchange for Bonds in any authorized denomination or denominations
in aggregate principal amount equal to the unredeemed portion of such Bond.
(7) Notice of the intended redemption of Bonds shall be given by first class mail, to the
registered owner of each Bond to be redeemed, at the address of such owner shown on the Bond Register.
Notice by publication shall not be required. All such redemption notices shall be given not less than 15
days nor more than 60 days prior to the date fixed for redemption. Each notice with respect to a partial
redemption of Bonds shall specify the numbers of the Bonds being called, the redemption date, and the
place or places where amounts due upon such redemption will be payable. Such notice shall further state
that payment of the applicable redemption price plus accrued interest (if not previously paid) to the date
fixed for redemption will be made upon presentation and surrender of the Bonds. Failure to give notice
by mailing to the registered owners of any Bonds designated for redemption or any defect in such notice
shall not affect the validity of the proceedings for the redemption of such Bonds.
With respect to optional redemptions, such notice may be conditioned upon moneys
being on deposit with the Trustee on or prior to the redemption date in an amount sufficient to pay the
redemption price on the redemption date. If such notice is conditional and either the Trustee receives
written notice from the Borrower that moneys sufficient to pay the redemption price will not be on
deposit on the redemption date, or such moneys are not received on or prior to the redemption date, then
A -3
such notice shall be of no force and effect, the Trustee shall not redeem such Bonds and the Trustee shall
give notice, in the same manner in which the notice of redemption was given, that such moneys were not
or will not be so received and that such Bonds will not be redeemed.
Notice of redemption having been given in the manner provided above, and money
sufficient for the redemption being held by the Trustee for that purpose, thereupon the Bonds so called for
redemption shall become due and payable on the redemption date, and interest thereon shall cease to
accrue; and the owners of the Bonds so called for redemption shall thereafter no longer have any security
or benefit under the Indenture except to receive payment of the redemption price for such Bonds.
(8) In addition to the foregoing, if under certain circumstances an Event of Default, as
defined in the Indenture, shall occur, the principal of all the Bonds and all interest accrued thereon may,
without prior notice to the Bondholders, be declared due and payable in the manner and with the effect
provided in the Loan Agreement and Indenture.
(9) This Bond and the series of which it forms a part are issued pursuant to and in full
compliance with the Constitution and laws of the State, particularly Minnesota Statutes, Chapters 462C
and 474A, and pursuant to a resolution adopted and approved by the governing body of the Issuer on July
2014], which resolution authorized the financing of the Project and the execution and delivery of the
Indenture, and the issuance of the Bonds as special, limited obligations payable solely from revenues
derived from the Loan Agreement, the Security Documents and the Mortgage except that under certain
circumstances the Bonds may be payable from Bond proceeds. The loan repayments under the Loan
Agreement are scheduled to be sufficient to pay the principal of, premium, if any, and interest on the
Bonds as the same become due and payable and are to be paid to the Trustee for the account of the Issuer
and credited to the Bond Fund as a special trust fund account created by the Issuer and have been and are
hereby pledged for that purpose.
(10) The Bonds, including principal, premium and any other payments however designated,
and the interest due thereon do not and shall never constitute a general indebtedness of the Issuer within
the meaning of any state constitutional or statutory provision and do not and shall not constitute or give
rise to a pecuniary liability or moral obligation of the Issuer, the State or any of its political subdivisions,
or a charge against its general credit or taxing powers, or to the extent permitted by law, any pecuniary
liability of any officer, employee or agent of the Issuer. The provisions of this paragraph are controlling
notwithstanding anything herein to the contrary.
(11) The Registered Holder of this Bond shall have no right to enforce the provisions of the
Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any
Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceedings
with respect thereto, except as provided in the Indenture. Modifications or alterations of the Indenture, or
of any indenture supplemental thereto, may be made only to the extent and in the circumstances permitted
by the Indenture.
(12) With the consent of the Issuer, the Borrower and the Trustee, as appropriate, and to the
extent permitted by and as provided in the Indenture, the terms and provisions of the Indenture, the Loan
Agreement, or of any instrument supplemental thereto relating to the Bonds, may be modified or altered
by the consent of the Registered Holders of at least 51% in aggregate principal amount of the Bonds then
Outstanding thereunder.
(13) The Indenture also contains provisions permitting Holders of a majority in aggregate
principal amount of the Bonds at the time Outstanding, on behalf of all the Holders of all the Bonds, to
waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under
A -4
the Indenture and their consequences. Any such consent or waiver by the Registered Holder of this Bond
shall be conclusive and binding upon such Registered Holder and on all future Registered Holders of this
Bond and of any Bond issued in lieu hereof whether or not notation of such consent or waiver is made
upon this Bond.
(14) The Bonds are issued as fully registered Bonds without coupons in the Authorized
Denominations. No single Beneficial Owner of Bonds is authorized to own a Bond in an amount less
than an Authorized Denomination. The Bonds are interchangeable for one or more Bonds in Authorized
Denominations and of the same series, aggregate principal amount, interest rate and maturity date, upon
surrender thereof by the Holder at the principal office of the Trustee, in the manner and subject to the
limitations provided in the Indenture. The Issuer, the Trustee and any additional paying agents may deem
and treat the Registered Holder hereof as the absolute owner hereof (whether or not this Bond shall be
overdue) for the purpose of receiving payment of or on account of principal hereof and interest (except as
otherwise hereinabove provided with respect to the Record Date) due hereon and for all other purposes,
and the Issuer, the Trustee and any additional paying agents shall not be affected by any notice to the
contrary.
(15) Subject to the limitations provided in the Indenture, this Bond is only transferable by the
Registered Holder hereof upon surrender of this Bond for transfer at the principal corporate trust office of
the Trustee, duly endorsed or accompanied by a written instrument or instruments of transfer in the form
printed on this Bond or in another form satisfactory to the Trustee and executed and with guaranty of
signature by the Registered Holder hereof or his attorney duly authorized in writing, containing written
instructions as to the details of the transfer of the Bond. Thereupon the Issuer shall execute (if necessary)
and the Trustee shall authenticate and deliver, in exchange for this Bond, one or more new Bonds in the
name of the transferee (but not registered in blank or to "bearer" or a similar designation), of an
authorized denomination, in aggregate principal amount equal to the principal amount of this Bond, of the
same maturity, and bearing interest at the same rate.
(16) No service charge shall be made to the Registered Holder for any registration, transfer or
exchange hereinbefore referred to, but the Trustee may require payment of a sum sufficient to cover any
tax, fee or other governmental charge that may be imposed in connection with any transfer or exchange of
Bonds, other than exchanges expressly provided in the Indenture to be made without charge to
Bondholders.
(17) IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to exist, to happen and to be performed precedent to and in the execution and delivery of
the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time,
form and manner, as required by law, and that the issuance of this Bond and the series of which it forms a
part, together with all other obligations of the Issuer, does not exceed or violate any constitutional or
statutory limitation.
(18) This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Indenture unless the Certificate of Authentication hereon shall have been
executed by the Trustee.
A -5
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its governing body, has caused this Bond to
be executed in its name by the facsimile signatures of its duly authorized officials and by the manual
signature of a Responsible Agent of the Trustee acting as authenticating agent.
CITY OF EDINA, MINNESOTA
By
Its Mayor
By
Its City Clerk
UP
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within mentioned Indenture and is one of the
Multifamily Housing Revenue Bonds (Yorktown Continental, LP Project) Series 2014B of the City of
Edina, Minnesota.
Date of Authentication: July _, 2014
U.S. BANK NATIONAL ASSOCIATION,
Trustee
By
Responsible Agent
A -7
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 Guaranteed:
Signature(s) must be guaranteed by a member of a Medallion Signature Program.
The Trustee will not effect transfer of this Bond unless the information concerning the transferee
requested below is provided.
Name and Address:
Insert social security or
other identifying number of
Transferee
(Include information for all joint owners
if the Bond is held by joint account)
A -8
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:
TEN COM - as tenants in common
TEN ENT - as tenants by entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for under the
(cust) (minor)
Uniform Transfers to Minors Act.
(state)
Additional abbreviations may also be used though not in the above list.
A -9
To: Mayor and City Council
From: Ann Kattreh
Parks & Recreation Director
Date: July 1, 2014
w9�,1�
0 e : =i
0
v �y
• ���oortro���9 •
lase
Agenda Item #: VII.B.
The Recommended Bid is
❑ Within Budget
0 Not Within Budget
Subject: Request for Purchase - Award of Bid — Contract #I 3-7PK, Pamela Park Shelter Building
Date Bid Opened or Quote Received: Bid or Expiration Date:
June 24, 2014 August 24, 2014
Company: Amount of Quote or Bid:
Multiple Vendors In Multiple Bid and Quote Categories $622,363 - $804,638Total Quotes
Recommended Quote or Bid:
Please see Attachment C.
General Information:
Please see the attached Recommendations for Award of Contract Letters from RJM Construction regarding
the details of the Pamela Park shelter building quotes. RJM Construction prepared two recommendation
letters for this project. Attachment D is for the base bid gable roof design shelter building. Attachment D
provides the details for the addition of project alternates including a shed roof, parking lot work and a
fireplace. The Pamela Park shelter building quote packages include all materials and construction of the
Pamela Park shelter building. This completes the bidding process for the Pamela Park renovation project. The
Pamela Park shelter building has two design options. The base bid option will cost $622,363 and has a gable
roof design. The shed roof design (Bid Alternate AI Building — Shed Roof Change) adds $75,739 to the base
bid for a total building cost of $698,102.
The renderings for both versions of the Pamela Park shelter are attached (Attachment F). The gable roof
version (base bid) includes LED lights, a high - efficiency HVAC system, full sprinkler system and commercial -
grade fixtures and finishes selected for ease of maintenance and durability. Large windows at the Great
Room allow an abundance of natural light into the space as well as views out. Solatube daylighting devices
were included in the bathrooms, mechanical room and storage area to provide daylight to these spaces
without windows in order to minimize the usage of lights. Recladding and reroofing of the well portion of
the building increases the insulation value of the existing space and ties it in visually with the new portion of
the building.
City of Edina • 4801 W. 501h St. • Edina, MN 55424
REQUEST FOR PURCHASE
IN EXCESS OF $20,000 /CHANGE ORDER
Page 2
The shed roof version of the park shelter includes all items listed above. In addition, even more daylight will
enter the Great Room with the added clerestory windows, significantly reducing the hours the lights will
need to be utilized. The Structural Insulated Panels (SIPS) that form the shed roof offer a greater insulation
value than that of the gable roof. The shed roof also eliminates the attic space created by the base bid gable
roof and thus simplifies the sprinkler system (base bid requires sprinkler both at the ceiling level and within
the enclosed attic space.)
The Council has three alternates for consideration. Bid Alternate #1 is to reclaim and resurface the entire
west parking lot - $77,088. Bid Alternate #2 is for a shed roof for the building - $75,739. Bid Alternate #3 is
for the fireplace - $29,448. Attachment E, page 2 shows the cost of the base bid plus alternates.
Alternate Scenario Description
Alternate #I adds the west parking lot to the gable roof design. Project Budget: $3,293,587
Alternate #2 adds the shed roof. Project Budget: $3,290,322
Alternate #3 adds the fireplace to the gable roof design. Project Budget: $3,245,662
Alternate #4 adds the west parking lot and shed roof. Project Budget: $3,367,409
Alternate #5 adds the west parking lot and fireplace to the gable roof design. Project Budget: $3,322,709
Alternate #6 adds the west parking lot, shed roof and fireplace. Project Budget: $3,396,532
Alternate #7 adds the shed roof and fireplace. Project Budget: $3,319,444
The project budget approved by the City Council for the Pamela Park renovation was $3,377,000. Alternate
#6 is over budget and is not recommended. Staff requests that the City Council decides which roof design is
preferred for the building and if a fireplace should be added. The fireplace was requested by the
neighborhood working group. No other shelter buildings have fireplaces. The cost to operate the fireplace is
minimal. The fireplace would be cool to the touch. The gas cost would be approximately $150 for 5 months.
The parking lot in the west parking lot is in poor condition. The Pamela Project budget includes a $1 17,987
contingency.
This agenda item is marked "not within budget" because it will be paid for by a bond issue and not by funds
from the City Council approved City of Edina budget.
Attachments:
A. RJM Letter
B. Alternates
C. Construction Costs
D. Recommendation Letter for Base Bid Award Only
E. Recommendation Letter for Base Bid Plus Project Alternates
F. Renderings
City of Edina 4801 W. 50th St. Edina, MN 55424
Attachment A
t!1'
MINNEAPOLIS / PHOENIX / DENVER
CONSTRUCTION
May 28, 2014
Ann Kattreh
City of Edina Parks and Recreation
4801 West 50th Street
Edina, MN 55424
RE: Pamela Park — Bid Package #1 and #2
Letters Recommendations for Award of Contract
Dear Ann,
Attached you will find two letters of recommendation for the Pamela Park Bid Package #1 and #2. The
first letter, marked as BASE BID, provides the contractor recommendations should the projects base bid,
no alternates, be accepted. The second letter, marked as PROJECT ALTERNATES, provides the contractor
recommendations should certain or all project alternates are selected. Along with this information is our
estimate summary outlining bid packages for the complete project.
If you should have any questions, please feel free to contact me.
Sincerely,
Paul Kolias
Project Executive
cc: Brian Recker, RJM Construction
Doug Hawkinson, RJM Construction
CONSTRUCTION
ESTIMATE DATE: June 24, 2014
PROJECT: Pamela Park - Bid Package #1. & #2
ARCHITECT: Wendel
DRAWING DATE: April 1, 2014
ALTERNATES:
Attachment B
ALTERNATES
Bid Package #1: $1,608,398
Bid Package #2: $622,363
Fee's, Insurance, General Conditions and Owner Costs: $985,738
Total Base Estimate: $3,216,499
Alt 41 Site West Parking Lot - Reclaim and New Pavement
Alt #1 Bldg Shed Roof Change
Alt #2 Bldg Fireplace
TOTAL
PAGE 1 OF 1
VALUE Y N M
- M]
$ 77, 08"
$ 73, 823
$29,123
$3,216,499
Attachment C
ESTIMATE DATE: June 24, 2014
Ct3NSTRdlCTI0 PROJECT: Pamela Park - Bid Package #1 & #2
ARCHITECT: Wendel
DRAWING DATE: April 1, 2014
DESCRIPTION
Sub Contractors
Base
Estimate
111A onstruction Costs
id Package #1
and 11B - Athletic Field Equipment
Upper Midwest Athletic
$50,045
11B - Sports Netting
Action Fence
$48,320
31A - Earthwork
Rachel
$974,880
32A - Asphalt
Bituminous Roadways Inc
$210,770
32B - Retaining Walls
Urban Companies
$126,000
32C - Landscaping and Irrigation
Greenscape Companies
$119,800
32D - Exterior Concrete Work
32E - Chain Link Fence
Stapf Concrete
Action Fence .
$67,103
$11,480
Bid Package #2
1A- Final Cleaning
RJM Allowance
$2,955
3A - Concrete and Masonry
Donald R. Frantz
$78,650
5A- Metal Fab
National Steel
$3,210
6A - Rough Carpentry - Labor
Braxton
$78,510
613 - Rough Carpentry - Material
Scherer Bros
$43,460
6C - Structural Insul. Panels (Alt)
Extreme Panels
$0
6D - Finish Carpentry - Labor
Tekton
$31,645
6E - Finish Carpentry - Material
Southern MN Woodcraft
$21,096
7A - Asphalt Shingles & Flashings
RJM Allowance
$36,065
7B - Thermal Insulation
Expert Insulation
$9,987
8A - Doors, Frames and Hardware - Material
Commercial Door
$15,260
813 -Aluminum Framed Entrances /Glazing
8C - Tubular Skylights
Inglas
Solar Midwest
$21,580
$3,120
9A - Gypsum Board Systems & FRP
Quality
$19,175
913 - Tiling
Division 9 Tile
$9,760
9C - Carpeting
Mars
$9,725
9D - Painting
Gustafson Decorating
$9,795
10A - Fire Places (Alt)
Fireside Hearth & Home
$0
21A - Fire Protection
Frontier
$33,650
22A - Plumbing
API
$47,800
23B - HVAC
Centraire
$59,500
26A - Electrical
Muska Electric
$87,320
General Conditions
RJM Construction
$94,800
General Liability Insurance
Builders Risk Insurance
Building Permit
Bond
RJM Construction
RJM Construction
$25,636
$3,534
$0
Subtotal Construction Costs
Contingency
_ $117,987
Contractors Fee RJM Construction $70,615
Total Project Estimate I I $2,548,333 1
Li
CONSTRUCTION
BASE BID
June 24, 2014
Ann Kattreh
City of Edina Parks and Recreation
4801 West 50th Street
Edina, MN 55424
RE: Pamela Park — Bid Package #2
Recommendations for Award of Contract — BASE BID
Dear Ann,
Attachment D
MINNEAPOLIS / PHOENIX / DENVER
On June 17, 2014 bids were received by RJM Construction for Pamela Park — Bid Package #2. A total of
56 bids were received for twenty two (22) bid categories. Attached is a bid summary by trade for each
quote category.
Bid Package #2 includes complete construction of the new park shelter building, utility hook ups, and
surrounding site concrete. Note all quote categories for Bid Package #2 were less than the $100,000
threshold requiring a public bid notice thus no public bid notice was required for Bid Package #2.
All the site earthwork, site utilities, retaining walls, site concrete, asphalt, fencing, selective building
demolition, footing/foundation excavation and athletic equipment have been bid and awarded under
Bid Package #1, received May 21, 2014.
Unique features included in Bid Package 2 which provide added energy efficiency are: HVAC equipment:
two stage compressor; high efficiency furnance; energy recovery unit with a value of $17,119.00. LED
light fixtures through -out the building interior and exterior with a value of $21,470.00. One other unique
feature to this project which adds to it cost is the work required to keep the existing well house
functioning while the new shelter building is being constructed, which include new storage room,
selective building demolition, temporary exterior enclosure, new exterior building finishes, new tie -in
along with new asphalt shingle roof the value of these items is $39,570.00. Again these values are part
of the Park Shelter Building construction budget listed below.
RJM has completed its review of the quotes for Bid Package #2 and in addition to the bid review; we
have also conducted a scope review with the apparent low bidder for each quote category. Based on the
Bid Package #2 results we recommend to the City Council to approve the packages as follows:
Bid Package #1 (approved June 3, 2014) Site Construction construction budget is $2,594,136
Bid Package #2 Park Shelter Building construction budget of $622,363 (base bid)
Total Project Budget of $3,216,499.
E
During the bidding process, three bid alternates were received for consideration by the City Staff. Of
these bid alternates, it has been recommended that none of three additive alternates be accepted. The
bid values of these alternates Al site, Al bldg and A2 bldg are outlined below. Note the bid alternates
are not included in contract award amounts listed below or above in the total project budget.
Bid Alternate Al site — Reclaim West Parking Lot ADD $77,088
Bid Alternate Al bldg —Shed Roof Change ADD $75,739
Bid Alternate A2 bldg— Fire Place ADD $29,448
We recommend to the City Council that they award the contracts as follows:
QUOTE CATEGORY AWARD AMOUNT
lA — Final Cleaning
RJM Allowance $2,955.00
3A— Concrete and Masonry
Donald R. Frantz $78,650.00
595 Randolph Ave
St. Paul, MN 55102
5A — Metal Fabrications
National Steel Fabricators, Inc. $3,210.00
4779 Mustang Circle
Mounds View, MN 55112
6A — Rough Carpentry and Specialties
Braxton and Sons, Inc. $78,510.00
90013 1't Street West
St. Louis Park, MN 55426
613 — Rough Cparpentry and Specialties
Scherer Bros. Lumber Co. $43,460.00
3253 East 4th Ave
Shakopee, Mn 55379
6D — Finish Carpentry Specialties
Texton Construction Company $31,645.00
5755 Wayzata Blvd
St. Louis Park, MN 55416
6E — Finish Carpentry Specialties
Southern Minnesota Woodcraft, Inc. $21,096.00
1051 Faribault Road
Faribault, MN 55021
7A— Asphalt Shingles &. Flashings
RJM Allowance $36,065.00
7B —Thermal Insulation
Expert Insulation $9,987.00
6894 10th Ave SW
Rocherster, MN 55902
8A— Doors, Frames, and Hardware
Commercial Door Systems, Inc. $15,260.00
7670 Commerce Street, PO Box277
Corcoran, MN 55340
8B— Aluminum- Frames Entrances /Glazing
Inglas LLP $21,680.00
1418 Carroll Avenue
St. Paul, MN 55104
8C— Tubular Skylights
Solar Midwest, Inc. $3,120.00
5001 Drew Ave North
Brooklyn Center, MN 55429
9A — Gypsum Board Skystems & FRP
Qualtiy Drywall Inc. $19,175.00
8620 Monticello Lane, Suite 100
Maple Grove, MN 55369
9B — Tiling
Division 9 Tile, Inc. $9,760.00
845 HWY 169 North
Plymouth, MN 55441
9C — Carpeting
Mars Carpet Sale $9,725.00
9201 Penn Ave South, Suite 28
Bloomington, MN 55431
9 D — Painting
Gustafson Decorating Services, Inc. $9,795.00
20600 Rush Meadow Lane
Corcoran, MN 55374
21A — Fire Protection
Frontier Fire Protection, Inc. $33,650.00
75 County Road B East
Little Canada, MN 55117
22A — Plumbing
API Companies $47,800.00
307 Jackson Ave, Suite #4
Elk River, MN 55330
23A — HVAC
Centraire Heating & Air Conditioning, Inc. $59,500.00
7402 Washington Ave
Eden Prairie, MN 55344
26A — Electrical
Muska Electric $87,320.00
1985 Oakcrest Ave
Roseville, MN 55113
If you should have any questions, please feel free to contact me.
cerel ,
Paul Kolias
Project Executive
cc: Brian Recker, RJM Construction
Doug Hawkinson, RJM Construction
PROJECT ALTERNATES
June 24, 2014
Ann Kattreh
City of Edina Parks and Recreation
4801 West 50th Street
Edina, MN 55424
RE: Pamela Park— Bid Package #2
Attachment E
MINNEAPOLIS / PHOENIX / DENVER
Recommendations for Award of Contract — PROJECT ALTERNATES
Dear Ann,
On June 17, 2014 bids were received by RJM Construction for Pamela Park — Bid Package #2. A total of
(56) bids were received for twenty two (22) bid categories. Attached is a bid summary by trade for each
quote category.
Bid Package #2 includes complete construction of the new park shelter building, utility hook ups, and
surrounding site concrete. Note all quote categories for Bid Package #2 were less than the $100,000
threshold requiring a public bid notice thus no public bid notice was required for Bid Package #2. All the
site earthwork, site utilities, retaining walls, site concrete, asphalt, fencing, selective building demolition,
footing /foundation excavation and athletic equipment have been bid and awarded under Bid Package
#1, received May 21, 2014.
Unique features included in Bid Package 2 which provide added energy efficiency are: HVAC equipment:
two stage compressor; high efficiency furnance; energy recovery unit with a value of $17,119.00. LED
light fixtures through -out the building interior and exterior with a value of $21,470.00. One other unique
feature to this project which adds to it cost is the work required to keep the existing well house
functioning while the new shelter building is being constructed, which includes new storage room,
selective building demolition, temporary exterior enclosure, new exterior building finishes, new tie -in
along with new asphalt shingle roof the value of these items is $39,570.00. Again these values are part
of the Park Shelter Building construction budget listed below.
RJM has completed its review of the quotes for Bid Package #2 and in addition to the bid review; we
have also conducted a scope review with the apparent low bidder for each quote category. Based on the
Bid Package #2 results we recommend to the City Council to approve the packages as follows:
Bid Package #1 (approved June 3, 2014) Site Construction construction budget is $2,594,136
Bid Package #2 Park Shelter Building construction budget of $622,363
Total Project Budget of $3,216,499 (BASE BID)
III
During the bidding process, three bid alternates were received for consideration by the City Staff. The
bid values of these alternates Al site, Al bldg and A2 bldg are outlined below:
Bid Alternate Al site — Reclaim West Parking Lot ADD $77,088
Bid Alternate Al bldg — Shed Roof Change ADD $75,739
Bid Alternate A2 bldg — Fire Place ADD $29,448
The following alternate scenarios have been put together for evaluation by the Mayor, City Council and
City Staff:
#1 ALTERNATE Al SITE ONLY TOTAL PROJECT BUDGET: $3,293,587
#2 ALTERNATE Al BLDG ONLY TOTAL PROJECT BUDGET: $3,290,322
#3 ALTERNATE A2 BLDG ONLY TOTAL PROJECT BUDGET: $3,245,662
#4 ALTERNATE Al SITE & Al BLDG TOTAL PROJECT BUDGET: $3,367,409
#5 ALTERNATE Al SITE & A2 BLDG TOTAL PROJECT BUDEGT: $3,322,709
#6 ALTERNATE Al SITE, Al BLDG & A2 BLDG TOTAL PROJECT BUDGET: $3,396,532
#7 ALTERNATE Al BLDG & A2 BLDG TOTAL PROJECT BUDGET: $3,319,444
We recommend to the City Council that they award the contracts as follows:
BID CATEGORY
31A — Earthwork
Rachel Contracting, Inc.
4125 Napier Court NE
St Michael, MN 55376
32A—Asphalt
Bituminous Roadways
1520 Commerce Drive
Mendota Heights, MN 55110
AWARD AMOUNT
$974,880.00
Base bid
$979,380.00
if awarded alternate scenarios 1,4,5,6
$210,770.00
Base bid
$276,770.00
if awarded alternate scenarios 1,4,5,6
C
QUOTE CATEGORY AWARD AMOUNT
1A — Final Cleaning
RJM Allowance $2,955.00
3A —Concrete and Masonry
Donald R. Frantz
$78,650.00
595 Randolph Ave
Base bid
St. Paul, MN 55102
$79,400
If awarded alternate scenarios
5A— Metal Fabrications
2,4,6,7
National Steel Fabricators, Inc.
$3,210.00
4779 Mustang Circle
$33,889.00
Mounds View, MN 55112
If awarded alternate scenarios
6A— Rough Carpentry and Specialties
Braxton and Sons, Inc. $78,510.00
900131" Street West Base bid
St. Louis Park, MN 55426 $95,410.00
If awarded alternate scenarios
2,4
$79,010.00
If awarded alternate scenarios
3,5
$95,910.00
If awarded alternate scenarios
6,7
613 — Rough Cparpentry and Specialties
Scherer Bros. Lumber Co.
$43,460.00
3253 East 4th Ave
Base bid
Shakopee, Mn 55379
$42,053.00
If awarded alternate scenarios
2,4, 6, 7
6C— Structural Insulated Panels
Extreme Panels
$33,889.00
475 East 4th Street North
If awarded alternate scenarios
Cottonwood, MN 56229
2,4,6,7
J
6D — Finish Carpentry Specialties
Texton Construction Company $31,645.00
5755 Wayzata Blvd Base bid
5t. Louis Park, MN 55416 $34,079.00
if awarded alternate scenarios
3,5,6,7
6E —Finish Carpentry Specialties
$9,987.00
Southern Minnesota Woodcraft, Inc.
$21,096.00
1051 Faribault Road
Base bid
Faribault, MN 55021
$23,121.00
8A — Doors, Frames, and Hardware
Ifawarded alternate scenarios
Commercial Door Systems, Inc.
2,4
7670 Commerce Street, PO Box277
$29,471.00
Corcoran, MN 55340
if awarded alternate scenarios
3,5
$31,469.00
if awarded alternate scenarios
6,7
7A — Asphalt Shingles & Flashings
RJM Allowance
$36,065.00
Base bid
$39,028.00
If awarded alternate scenarios
2,4,6,7
7B —Thermal Insulation
Expert Insulation
$9,987.00
689410th Ave SW
Base bid
Rocherster, MN 55902
$9,000.00
If awarded alternate scenarios
8A — Doors, Frames, and Hardware
2,4, 6, 7
Commercial Door Systems, Inc.
$15,260.00
7670 Commerce Street, PO Box277
Corcoran, MN 55340
8B — Aluminum- Frames Entrances /Glazing
Inglas LLP $21,680.00
1418 Carroll Avenue Base bid
St. Paul, MN 55104 $24,640.00
If awarded alternate scenarios
2,4, 6, 7
8C— Tubular Skylights
Solar Midwest, Inc. $3,120.00
5001 Drew Ave North
Brooklyn Center, MN 55429
9A — Gypsum Board Systems & FRP
Qualtiy Drywall Inc.
$19,175.00
8620 Monticello Lane, Suite 100
Base bid
Maple Grove, MN 55369
$26,825.00
Ifawarded alternate scenarios
2,4
$19,325.00
If awarded alternate scenarios
3,5
$26,975.00
If awarded alternate scenarios
9B — Tiling
6,7
Division 9 Tile, Inc.
$9,760.00
845 HWY 169 North
Plymouth, MN 55441
9C — Carpeting
Mars Carpet Sale $9,725.00
9201 Penn Ave South, Suite 28
Bloomington, MN 55431
9D — Painting
Gustafson Decorating Services, Inc. $9,795.00
20600 Rush Meadow Lane
10A — Fire Place
Fireside Hearth & Home $10,000.00
2700 N Fairview Avenue If awarded alternate scenarios
Roseville, MN 55113 5,3,6,7
22A — Plumbing
API Companies
307 Jackson Ave, Suite #4
Elk River, MN 55330
23A — HVAC
Centraire Heating & Air Conditioning, Inc.
7402 Washington Ave
Eden Prairie, MN 55344
26A — Electrical
Muska Electric
1985 Cakcrest Ave
Roseville, MN 55113
If you should have any questions, please feel free to contact me.
ereiy,
Paul Kolias
Project Executive
cc: Brian Recker, RJM Construction
Doug Hawkinson, RJM Construction
$47,800.00
Base bid
$48,775.00
If awarded alternate scenarios
3,5,6,7
$59,500.00
Base bid
$61,870.00
If awarded alternate scenarios
2,4
$63,450.00
Ifawarded alternate scenarios
3,5
$65,820.00
If awarded alternate scenarios
6,7
$87,320.00
Base bid
$87,720.00
If awarded alternate scenarios
2,5
$87,570.00
If awarded alternate scenarios
3,5
$87,970.00
If awarded alternate scenarios
6,7
Exterior — Gable Roof
Interior— Gable Roof with fireplace
Gable Roof — No Fireplace
Shed Roof
Shed Roof - Interior with fireplace
Shed Roof Interior— No Fireplace
To: MAYOR & COUNCIL
From: Debra Mangen
City Clerk
Date: July I, 2014
w91Ni�'1r�
0
o
• ,,��1HPOliA��, •
1868
Agenda Item #: VII. C.
Subject: Resolution No. 2014 -76 Accepting Various Grants & Donations
Action Requested:
Adopt Resolution.
Information / Background:
Action M
Discussion ❑
Information ❑
In order to comply with State Statutes, all donations to the City must be adopted by a resolution approved by
four favorable votes of the Council accepting the donation. I have prepared the attached resolution detailing
the various donors, their gifts and the departments receiving donations for your consideration.
Attachments:
Resolution No. 2014 -76
City of Edina • 4801 W. 50th St. • Edina, MN 55424
RESOLUTION NO. 2014 -76
ACCEPTING DONATIONS ON
BEHALF OF THE CITY OF EDINA
WHEREAS, Minnesota Statute 465.03 allows cities to accept grants and donations of real or personal
property for the benefit of its citizens;
WHEREAS, said donations must be accepted via a resolution of the Council adopted by a two thirds
majority of its members.
NOW, THEREFORE, BE IT RESOLVED, that the Edina City Council accepts with sincere appreciation the
following listed grants and donations on behalf of its citizens.
Edina Art Center:
Susan Prosher
Norma Christopher
Jody Winger
Ken Johnson, Eden Avenue Bar & Grill
Grandview Tire & Auto, Rick Murphy
Dated: July 1, 2014
Box of Acrylic Paint & Sculpture Book
Drawing Pad, Paper, Colored Pencils
15 Ceramic Books
Gift Card Eden Avenue Grill For $20.00
Three Oil Change Gift Cards
Attest:
Debra A. Mangen, City Clerk James B. Hovland, Mayor
STATE OF MINNESOTA)
COUNTY OF HENNEPIN) SS
CITY OF EDINA )
CERTIFICATE OF CITY CLERK
I, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby certify that the attached and foregoing
Resolution was duly adopted by the Edina City Council at its Regular Meeting of July 1, 2014, and as recorded in the Minutes of said
Regular Meeting.
WITNESS my hand and seal of said City this day of
City Clerk
To: MAYOR & COUNCIL
From: Debra Mangen
City Clerk
Date: July I, 2014
Subject: Correspondence
Action Requested:
No action is necessary.
Agenda Item #: VIII. A.
Action x❑
Discussion ❑
Information ❑
Attachment:
Attached is correspondence received since the last Council meeting.
City of Edina • 4801 W. 50th St. • Edina, MN 55424
,l'�
o
Hennepin County Public Works
Transportation Department
Public Works Facility
1600 Prairie Drive
Medina, MN 55340 -5421
June 17, 2014
Dear Resident:
Phone: 612 - 596 -0300
Web: www.co.hennepin.mn.us
During neighborhood meetings on April 23 and 28, neighbors along the 5400 through 6100 blocks of
Xerxes Avenue met to discuss the desirability of installing bumpouts along Xerxes Avenue between
54th Street and the Crosstown Highway as part of the county's 2014 resurfacing project. During the
meeting, which was attended by staff from both Edina and Minneapolis, the general opinion was that
bumpout installation was desirable. In response to the general support of the concept, both cities have
expressed their support for the installations. Accordingly, county staff will now contact neighbors
where bumpout installation appears feasible. All are advised both cities prefer the bumpouts be placed
at the corners. Thus, the county will investigate the feasibility of such placements. Neighbors are
advised county staff will begin contacting those where bumpouts may be placed beginning the week of
June 23`a
During one of the neighborhood meetings, some Edina residents expressed displeasure with the
configuration of the Xerxes Avenue /Crosstown Highway interchange. Both cities considered the
configuration and continue to support the layout. Thus, county staff has engaged Minnesota
Department of Transportation staff to make improvements to the interchange area as part of the Xerxes
Avenue bridge redecking project.
While it is anticipated the Crosstown Highway interchange will reopen in July, it is anticipated the
overlay/bumpout may not begin until September.
Questions regarding the bumpout installations may be directed to my office.
Sincerely;
James N. Grube, P.E.
Director of Transportation and County Engineer
cc: Council Member Linea Palmisano, Minneapolis Council
Mayor James Hovland, Edina
Jan Callison, Hennepin County Commissioner, 6a' District
Marion Greene, Hennepin County Commissioner, 3 d District
Mark K. Nolan, Edina
Jon Wertjes, Minneapolis
Debra Brisk, Hennepin County
Christopher Sagsveen, Hennepin County
Jason Staebell, Hennepin County
An Equal Opportunity Employer
Heather Branigin
From: Dan Mueller <dan.mueller04 @gmail.com>
Sent: Friday, June 20, 2014 1:20 PM
To: Edina Mail
Subject: Future Use of Fred Richards Golf Course
Mayor James Hovland,
Since I was unable to attend the last council meeting where ideas were presented for the future use of the Fred
Richards Golf course, I am writing you to give some of my thoughts.
I have just recently heard about the plan to turn the property over to We Can Ride MN for therapeutic horse
riding and other events. I strongly urge the council to oppose this plan. This proposal would have very limited .
use for Edina citizens and only hopes to bring potential few visitors to Edina businesses. I do not want my
property tax dollars supporting this plan. If the council thinks this is a good use for the golf course, they should
sell the land to a non -profit and use the revenue to lower our property taxes.
I support a plan that would provide multiple outdoor activities for mainly Edina residents of ALL ages, and
other visitors from surrounding communities. This would be a great opportunity to have a park that would have
activities like: mountain biking, snow shoeing, cross country skiing, fitness /obstacle course, another Frisbee
golf course, and maybe archery. I would also support a modest fee structure to create and support the
infrastructure for these activities. The Three Rivers Park District has some great examples of how to get
maximum use out of it's parks for all ages. We could do the same with this property and have it at place that is
close to it's citizens. We don't need another park with kid soccer fields, outdoor hockey rinks and playground
equipment. Or a park that has a very specific limited use and is not entirely accessible to it's citizens.
The city should pursue a use for the property that will encourage it's citizens to continue fitness activities as a
lifelong endeavor.
Thanks for considering my thoughts.
Dan Mueller
5614 Sherwood Ave.
TO: THE EDINA FIRE DEPARTMENT
A NOTE TO THANK YOU FOR YOUR KINDNESS AND PROFESSIONALISM IN YOUR HANDELING OF MY
DILEMMA ON THE AFTERNOON OF SATURDAY JUNE 14T"
THE CUT OVER MY EYE WAS BLEEDNG PROFUSELY WHICH MADE QUITE A MESS. EVERYONE CLEANED
UP OUR HOME BEAUTIFULLY AND THEN BROUGHT ME SAFELY TO FAIRVIEW SOUTHDALE HOSPITAL.
IN APPRECIATION OF YOUR HELP I AM GIVING YOU THESE COOKIESN AS A RESIDENT OF EDINA, I AM
VERY PROUD OF OUR FIRE DEPARTMENT AND THE PARAMEDICS.
r4--Z
PHILIP H. BROAT
4820 ROLLING GREEN PARKWAY - EDINA, MN. 55436
U C41 �
'VITA
THANKS!
12
i-t r cTF7xf7lvrr-#-s fr-oUro,
cL apercx�m;tx- V\I,\ 4-p-
votun hoer sc #-I/ -
0
� ��al3S
,C2
'7J C, "c"te
Heather Branigin
From: Bernie Beaver <bbeaver44 @gmail.com>
Sent: Thursday, June 19, 2014 10:26 AM
To: Edina Mail
Subject: 66 West Apartments
Attachments: Licoln Place 2012.pdf; ATT00001.htm; Licoln Place 2013.pdf; ATT00002.htm
Mayor Jim Hovland and Members of the Edina City Council
City of Edina
4801 W. 50th Street
Edina, MN 55424
RE: 66 West Apartments
Dear Mayor Hovland and Council Members,
I am a member of a Task Force at Edina Community Lutheran Church (ECLC) (4113 W. 54th Street) partnering
with Beacon Interfaith Housing Cooperative in an effort to develop an affordable housing project for homeless
youth at 3330 West 66th Street in Edina.
I have been provided with a copy of the letter dated June 6, 2014 addressed to the Mayor and Council Members
from Rose Minor, President of Step by Step Montessori Schools located at 6419 Barrie Road, which is in the
vicinity of the proposed Beacon project. I am writing to offer additional information, which, I hope, will allay
concerns raised in this letter.
While we have had several meetings with community groups, businesses and individuals, we obviously have
not made contact with all that we should. We are continuing to reach out to our neighbors and members of the
broader community with the hope of establishing a better understanding of our goals and the proposed
project. There will be a presentation to the public at the Hennepin County Library on York Avenue on June
26. It is my understanding that Beacon representatives will be seeking a meeting with Ms. Minor.
In the third paragraph of her letter, Ms. Minor expressed her concern about potential crime in the neighborhood
and cites police reports related to the Nicollet Square property in Minneapolis. First, I think it is important to
understand that these police reports are not limited to issues involving Nicollet Square residents but include
incidents from outside the Nicollet Square facility that may be reported by Nicollet Square staff or by others
who simply report that address. Further, I suggest that using statistics from an urban location is not a good
source for predicting what may happen at a suburban location such as the proposed 66 West Apartments. The
experience at Lincoln Place, located in Eagan, is a better source for predicting crime potential in a suburban
location. It is my understanding that Lincoln Place is the only suburban facility in Minnesota serving a
population similar to that which we expect to serve at 66 West Apartments.
On May 2 of this year I visited Lincoln Place for a tour and conversation with the property manager. Lincoln
Place (not developed by or managed by Beacon) has 25 units serving youth who have recently experiencing
homelessness, is located near a commercial area and a regional transit center. It is also located adjacent to
apartment buildings, and in close proximity to single - family homes. Following my visit at Lincoln Place, I
contacted the Eagan police officer responsible for liaison with the facility and received police reports (copies
are attached to this message). From these reports I learned that during all of calendar years 2012 and 2013 there
were a total of 37 police calls at Lincoln Place (22 and 15, respectively). I suggest that it is important to
understand the nature of those calls: 13 involved fire alarms or medical issues, 12 involved administrative
matters (follow up on previous calls, traffic stops or parking violations and background checks), 4 involved
theft or fraud and 8 involved potentially threatening issues such as disturbing the peace, harassment or domestic
matters. I have not investigated further to determine which of those calls may have involved a Lincoln Place
resident as either a victim or an alleged perpetrator. The police officer that I spoke with indicated that these
calls were no different in number or nature than the calls they might expect from any other apartment building.
Our ECLC task force and Beacon are attempting to find a suitable housing location for youth in our suburban
community who are no different than other members of that community but only lack a suitable housing
alternative. It is our belief that 66 West Apartments will fill that need.
It is regrettable that Ms. Minor feels that some parents have declined to enroll their children at her school. I can
only conclude that if the 66 West Apartments proposal was a factor in those parents' decisions that it was based
on some combination of misunderstanding, misinformation and a bias about what to expect from an unknown
population. Let us not perpetuate those misunderstandings by accepting unfounded assertions. There is a small
part of our community in need of housing at an affordable cost and with services that will help to propel them to
be contributing members of our community. Please support the efforts of Beacon and the others in our
community who want this project to succeed by allowing the necessary zoning variances.
Sincerely,
Bernie H. Beaver
6225 Fox Meadow Lane
Edina, MN 55436
Fzgan Police - Gaunt of CAD Incidents
Between: 1/1/2012 12:00:00 AM
And: 12/31/2012 11:59:59 PM
Total: 221
Total: 22
End of Report
5 May 2014
Page 1
Eagan
1997 Gold Tr
Police - Gaunt of CAD Incidents
Between: 1/112013 12:00:00 AM
And: 12131/2013 11:59:59 PM
Total: 15
UALARM -FIRE
3
L /BKGROUND /PRINTSIGU
1.
L /DISTURBING,PEACE/D
1!
UDOMESTIC FAMILYiNE
2
UFOLLOW -UP
-
2
L/MEDICAL
2
LIMENTAL HEALTH -CRIB
1
UPARKING COMPLAINTS
1
L /REPO- PRIVATE TOW
1
USUSPICIOUS PERSON!
1
Total: 15
End of Report
5 May 2014 Page 1
Heather Braniain
From: Meg Mannix <megmannix @comcast.net>
Sent: Friday, June 20, 2014 3:43 PM
To: Edina Mail
Subject: Support for 66 West
Dear Mayor Hovland,
I write to express my support for the Beacon Housing project, 66 West. I hope that the City Council approves
this much - needed housing for homeless youth.
Meg Mannix
4511 Arden Ave.
Edina, MN 55424
952- 927 -0648
i
Heather Branigin
From:
Winnie And Steve <martins6012 @gmail,com>
Sent:
Sunday, June 22, 2014 10:43 PM
To:
Edina Mail
Subject:
Sat walk
Mayor Hovland,
Thanks for the walk on Sat. I apologize for leaving early, but flooding basement called.
can't stress to you enough the importance of getting The Fred Repurpose Process "right. ". From all interested parties in
Edina everyone can agree the "process" is wrong.
Get this right. The Schoenbauer's shouldn't be the ones to decide our 43 acres in a span of 3 months. That land belongs
to the community and the opportunity to do something great is upon us. Wetlands, walking paths .... all been done. Look
further and deeper.
Please be our voice - show the community we can get this right. Be transparent and put ALL ideas on the table.
Thanks.
Winnie Martin
Martins 6012@gmail.com
C). 952 - 484 -5575
1
Heather Branigin
From:
Sent:
To:
Subject:
Attachments:
Dear Mayor Hovland:
Hieb, Mary (MHFA) <Mary.Hieb @state.mn.us>
Monday, June 23, 2014 10:27 AM
Edina Mail
Minnesota Housing - Notification of Local Official
D7720 M16787 66 West_Edina.pdf
Minnesota Housing and its funding partners have received a request for multifamily funding
referenced on the attached Notification of Local Official form. We provide selected applicants
financing for the development, construction, acquisition and rehabilitation of decent, safe and
affordable rental housing.
As part of the review process, Minnesota Housing is interested in receiving your community's
comments regarding the proposed development(s). Please provide any comments you may
have on the proposal(s) to Minnesota Housing by July 21, 2014. If you have previously
submitted comments on the following proposal(s), it is not necessary to do so again, unless you
wish to add new or additional information.
Please address your comments to:
Minnesota Housing
Mary Hieb
400 Sibley Street, Suite 300
St. Paul, MN 55101 -1998
Mary.Hieb@state.mn.us
If you have any questions, please call Mary Hieb at (651) 296 -8185, or toll free at 1- 800 -657-
3701. Thank you in advance for your time and consideration.
Sincerely,
Diana Lund
Multifamily Production Manager
Mary Hieb I Minnesota Housing 1 400 Sibley Street, Suite 300 1 Saint Paul, MN 55101
651.296.81851 800.657.3647 1 tty: 651.297.23611 www.mnhousing.gov
Minnesota Housing finances and advances affordable housing opportunities for low and moderate income Minnesotans to enhance
quality of life and fosterstrong communities.
iY if1
WO BY
Minnesota
Housing
1-inerice Agency
Notification of Local Official
1. Please provide the following information in typewritten form and submit electronically.
2. Please provide the name of the local official jurisdiction and name and address of the political jurisdiction's chief
executive officer (in most cases Mayor) in which the proposed project will be located.
Name of Political Jurisdiction:City of Edina
James Hovland Mayor 612- 874 -8550
Name of Chief Executive Officer Title Telephone
4801 W. 50`h Street Edina MN 55424
Address City State Zip
mail @EdinaMN.gov
E -mail address:
Notification of Housing Proposal
66 West Apartments Edina
Development Name City
Beacon Interfaith Housing Collaborative
Developer
1 ❑
# of Buildings New
Construction
333066 th Street W
Street Address
❑
z
❑
Substantial
Adaptive
Historic
Rehabilitation
Reuse
Building
Brief description of proposal:
Through an adaptive reuse of an existing building, Beacon Interfaith Housing Collaborative, in colloboration with Edina
Community Lutheran Church proposes to create 39 units of housing serving unaccompanied Vouth in Edina. The progect will
provide on -site services for the young adults, ages 18 -21.
Notification of Local Official - HTC Form 18 1 of 1 4/2014
Heather Branigin
From: Sara Schwiebert < sschwiebert @ScholarshipAmerica.org>
Sent: Monday, June 23, 2014 12:17 PM
To: Edina Mail
Subject: FW: 66 West Housing Project
Follow Up Flag: Follow up
Flag Status: Completed
Dear Mayor Hovland and Members of the Edina City Council,
I am writing to support the proposed affordable housing project for the former TCF site on 66th street. As a long -time
Edina resident and a member of the housing task force at Edina Community Lutheran Church, I see the need for this kind
of facility in the western suburbs. Statistics show that we have over 300 homeless youth in the western suburbs every
night. Although this facility won't address the whole problem, it will definitely be a great first step to provide some of
that population a path to economic stability.
I realize that there are some area businesses and individuals that might have some reservations about this kind of
facility. I would urge them to visit Nicollet Square (at 37th and Nicollet) that is the model forthe proposed 66th street
development. Although some neighbors were initially concerned about that building, they have now become strong
advocates for the facility— actually doing fundraisers! With an attractive, well- maintained building and residents able to
take on entry -level jobs for nearby businesses, the area has realized that the facility is a great addition to their
neighborhood. I am confident that the neighbors of the Edina facility would come to the same conclusion.
I thank you for your consideration of this proposal and look forward to moving ahead with this project that will
demonstrate Edina's commitment to young adults who might otherwise fall through the cracks.
Sara Schwiebert
5909 Beard Avenue South
Edina, MN 55410
June 20, 2014
Mayor Jim Hovland
Members of Edina City Council
4801 W. 50th Street
Edina, MN 55424
Dear Mayor Hovland and Members of City Council,
Shepherd of.the Hills Lutheran Church in Edina wants to show our support for the development of
3300 West 66th Street. This development will provide affordable housing and support for homeless
youth and young adults in the southwest suburbs.
Homeless youth are the fastest growing subset of homeless people in the state of Minnesota and yet
it is an invisible population. Most of us don't see homeless minors because they find different ways
of finding shelter, living in friends homes and tent cities for instance. The Gospel calls us to love one
another as God has loved us and love our neighbors as ourselves. This is also the mission of
Shepherd of the Hills: "To love God and neighbor in the Spirit of Jesus." Jesus consistently opened
the eyes of people in order to help them see more clearly the brokenness in our world and to see
the needs of the people. He reached out to people and cared for those who were most in need by
feeding them, or connecting them to a community. Jesus called us to action.
Our community cares about homeless youth and young adults. We are working to ensure that all
people have their essential needs met by partnering with other non - profits in our local community.
We believe that 66 West Housing Development is an important part of the solution to a big problem
facing too many people today.
The work of Beacon is already making a difference in the lives of young people at Nicollet Square.
It is skilled at developing supportive housing that will be an asset to people it serves and the
community. The location near Southdale Shopping Center allows residents at 66 West to find local
work and also live on a bus line. All of these are important reasons why this location is a good place
for this housing development.
Shepherd of the Hills opened its doors on November 29, 1954. 60 years later, we are still a strong,
vibrant, and welcoming congregation that doesn't shy away from difficult conversations about faith
and doesn't restrain from helping out the community both locally and globally. Our congregation
continues to ask the question of how can we help others in order to make individuals lives and our
community stronger. One of the ways we believe we can do this is through our support of 66 West.
Than ou!
Re rend Joanna Mitchell
Pastor of Shepherd of the Hills Lutheran Church
Kathy iemer
Church Council President
500 Blake Road South + Edina MN 55343 -8598 • (952) 935 -3457 • Fax (952) 935 -6127
www,sothchurch.com
{
i
l
1
I
! i
i
i
i✓�..tr�f.._
� � i
t
s
:I .t
1 �`.•.0 r1�t , t
�
R
'r ..�'.�„ .4�t �t
r
Q
wrm
CJIl
I
e-1 ?d6(1-
Heather Branigin
From: Bobby Jackson <thenewyorkjets @yahoo.com>
Sent: Tuesday, June 24, 2014 6:30 PM
To: info @ci.apple- valley.mn.us; Edina Mail; jacobsjeffrey @comcast.net;
ea nderson @city. mankato. mn. us; Nora.Slawik @ci.maplewood.mn.us
Subject: Bobby Jackson New York Jets Hall Of Fame
Attachments: Maury Show jpg; President's Letter jpg; Hopatcong2013.pdf; SchoolNo23Elizabeth.pdf
Dear Honorable Mayor:
Respectfully, I would like to speak with you and, or to your assistant regarding two national
celebrity community enrichment tours that we are facilitating this summer. We have a Youth
Leadership, Stop Bullying Tour and a Get Fit America - Change Your Eating, Change Your
Life Wellness Tour. You can view both programs, feedback letters, and references on
nbctelevision.org. NBC, CBS, ABC, and Fox News interviewed us last year during our national
youth tour. The Fox News interview is on the home page of our nbctelevision.org site.
We are going the distance with Mayors and communities nationwide to ensure good health and
successful outcomes for our children. This is a proactive leadership initiative. Share this with your
leadership team, the City Manager, Police Chief, Library Manager, Parks & Recreations Director
and schools.
Duane West is traveling nationwide to help children and adults eat healthy and to get fit for
life. The goal of our summer celebrity Get Fit America, Change Your Eating, Change Your Life
Wellness Tour is to help business professionals, senior citizens, children and communities improve
the quality of their health and lives and to help everyone in the community maximize performance
in the work place and schools. The primary goals of the youth leadership, stop bullying tour are to
keep children safe, stop bullying, and to help children become future leaders.
The tour is from July 15 - August 30, 2014. The duration of the workshops are 30 minutes, 1 hour,
half -day, and full -day. There is Q & A, an inspirational "Dream It, See It, Live It" inspirational
motivational presentation, one -on -one advice, autograph signing, and a celebrity book signing.
Generally, when people feel good about themselves they are more excited about their lives. They
are energized and productive in more areas than one. Most importantly, a healthy, efficient
workforce and parents create stronger communities. A productive community, the village, is what
our children need with urgency to become future leaders. We are aiming high, success starts with a
plan and action.
We would love to add your city to our tour list this summer. If you need a fee schedule, please e-
mail me at thenewyorlcjets ,yahoo.com or from our nbctelevision.org website. I look forward to
speaking with you. I can be reached at (404) 399 -8805. You can call me and D. West anytime,
our leadership programs are year round. And our discounted community enrichment program rate
is applicable for the entire year for all Mayors nationwide. Have an amazing day.
Best regards,
Bobby Jackson
New York Jets Hall Of Fame
Florida State University Hall of Fame
President of National Leadership Program
maury
February 7, 2007
Dear D. West:
1 sm proud of you. Your work on our show has been incredible over the past nine
seasons. Same of the programs.you have appeared on. were the highest rated in daytime
television. You arc truly it huge asset to the Maury Show.
Your words of encouragement and professfonal support create positive oaaomes fer
countless guest on the show and sends masaga of hope to millions of our viewers. In
addition, the show receives numerous calls and lamrs from parems and concerned
citizens regarding your help and support with their children, relationships and family
issues. This is a true reflection ofthe'outstanding job you are doing and have done for
years .
Every year, you have grown as an on -air expert television, personality. Communities,
families, battered women and- childmu are allbed¢61ing globally front your motivation,
leadership advice and life strategics on T1w Maury Show.
I value your commitment, honor your expertise; a most importantly, cherish your
friendship. If there is anything that I can do to help you in anyway, please let me know.
Friends for life!
Sincerely,.
P F�au.{huP.heC'" O
Fv%cutivc Produce, r
# THE PRESIDENT'S COUNCIL
PHYSICAL FITNESS
AND SPORTS
December2,1994
Mr. Duane West
303 Park Place
Irvington, NJ Of 11
Dear Mr. West
On behalf of the President's Council on Physical Fitness and Sports
(PCPFS), It Is a pleasure to congratulate you on your many accomplish=
ments In the field of sports and fitness.
As athletes, we credit much of our success In life to the benefits of exer-
cise.and being ft and the many rewards associated with a healthy life-
style.
You obviously have become a legend in your community. You have
positively influenced the fives of countless children through your work in
was schools, teaching them the importance of physical activity and
fines.
You are to be commended for your guidance; patience and love of
youth sports and fitness. We extend best wishes for continued success
In all you do.
Sincerely,
Florence Griffith Joyner Tom McMillen
Co -Chair Co -Chair
74I I6NNSYLVANIA AVENUE. N.W. -.SUITE 23. - WASUINGTON. O.C. IOTEI -IEEE
(NONE, ii f.]1] -•]!]S rwY, lES•E01] /11
Hopatcong Elementary Parent Teacher Organization
PO Box 57
Hopatcong NJ 07843
October 15, 2013
Dear Pro Athletes,
I wanted to thank you once again for the amazing program D. West performed
for our students. It was engaging, entertaining and very educational. The
way he presented his anti - bullying message was outstanding. As he told his
personal bullying story, there was not a dry eye amongst the adults in the
room.
To think that a grown man actually wore shoes too small for his feet to his NFL
tryouts due to being bullied as a child, is heartbreaking. Because Dee had the
courage to share that with our students, I know it has made a lasting
impression.
Dee's method of inspiration has motivated and enriched our students, and for
that, I cannot thank you enough!
Sincerely,
Sondra Kiss
PTO Coordinator
Hopatcong Elementary Schools
NICHOLAS MURRAY BUTLER SCHOOL NO. 23
501 Union Avenue, Elizabeth, New Jersey 07208
(908)436-5900
March 31, 2014
Pro Athletes, Inc.
Duane West, National On -Air TV Personality
Bobby Jackson, New York Jets Hall of Fame
Dear Mr. Jackson,
It is with great pleasure that I share my feedback with you regarding the presentation given by Mr. Duane
"D" West on March 25, 2014. On a Friday morning, in a gymnasium filled with teachers and students in
grade 5 -8, Mr. West commanded the attention of all for over an hour with his engaging, inspiring and
thought- provoking message of hope. This was notably accomplished without the assistance of a
microphone, as he preferred to be able to move around and just `speak from his heart'.
Throughout my years as a school principal who regularly invites speakers in to address our students, Mr.
West by far has been one of the most energetic and passionate speakers that I have witnessed within a
school. Not only did he challenge our students to believe that anything is possible, "D. West" challenged
every adult to be that source of hope and support each day. His personal story of perseverance in the
midst of seemingly impossible circumstances connected with my students' emotions as evident by their
conversations after the assembly both with Mr. West as well as faculty and peers.
Like others have said, their connection with Mr. West, prompted students to surround him after the
assembly for pictures, autographs or simply just to talk. As I stood close by, my heart was warmed as I
watched him speak a word of life to each child as if that child was the only one in the room. This
experience was not limited to our students as Mr. West also took the time to impart words of
encouragement to the faculty, especially school administration and as promised sent a packet to our
school with autographed photos for our entire student body. His ability to make every person feel
uniquely special is without a doubt a gift that needs to be shared for years to come.
Without reservation, I would recommend Mr. Duane "D" West to any school team that is seeking a
motivational speaker to spread the message of HOPE. I know that your school will never be the same.
Sincerely,
Berthenia Harmon Carolina
Principal
Heather Branigin
From: KDahlheimer @comcast.net
Sent: Wednesday, June 25, 2014 8:12 AM
To: Edina Mail
Subject: Ken Potts
Hello ... A number of weeks ago I watched the meeting where Ken Potts and his wife spoke during
"community comment" about a situation at their home and also about their concerns that ordinances
are drafted and passed but there is some question as to the effectiveness of staff in implementing
them. I found the comments concerning and the mayor seemed rather blindsided but said they would
follow up. I then watch a planning commission where I listen to Kevin Staunton reading a resignation
letter from Ken Potts from the planning commission. His reasons are similar to the concerns
expressed at the council meeting. In driving around Edina and living pretty close to the "epi- center" of
tear downs at the moment, I can clearly see that either ordinances do not address many important
aspects of new construction or more probably they do,
but are not enforced. I think Ken Potts made some very valid points. While certainly not required, I
(and I'll bet other residents) would like to know what follow up was taken after his comments at the
council meeting. I have listened to Ken Potts at the meetings and regard him as a fair and very
valuable member of the planning commission. He seems like the kind of person that if he felt his
comments were taken seriously and procedures reviewed would not have resigned. Of course I only
know what I see at the meetings but would appreciate City Staff or the mayor at least making some
comments on their review process. His complaints were pretty serious and not just relevant to his
property and clearly he should know well what should happen vs. what is happening. Thank you in
advance for any clarification on this matter.
Kathleen Dahlheimer 4801 West 60th St.
Heather Branigin
From: WinnieandSteve Martin <martins6012 @gmail.com>
Sent: Wednesday, June 25, 2014 10:33 AM
To: Edina Mail
Subject: Community input, Speak up Edina feedback
Dear Mayor and Council Members,
I have a grave concern with the lack of communication and information that is currently being made available to
residents of Edina about the Fred Repurpose Project.
To date, there has been minimal information provided and no recent updates as to information after the Open
Forum, 6/12, and Walk this past Sat.,6 /21. At the Open Forum there were 100 people in attendance and all
names /emails were taken. To date, there has been no correspondence, or follow up.
The Repurpose website link currently contains no new updates although there has been "talk" that this topic will
be discussed at Council 7/1, and "maybe" another potential walk - through sometime early
July. http:/ /edinamli.gov /index.php ?section = fred - richards- repMose
I spoke with Mary Brindle, 6/6, about my concerns at the Art Fair Booth about the lack of communication by
the City, and Park and Rec. which I believe correlates to the lack of feedback you are receiving from
residents. I know Council Member Sprague has urged people to reach out via the website and I know Mr.
Gilgenbach and Council Member Bennett had dialogue regarding the poor number of hits /input given via Speak
Up Edina, http: / /speakppedina.org/ discussions / fred- richards- repurpose- process.To date, only 8 have responded
and 1 blog was posted by Park Board Member Steele.
I bring this to your attention with the hope that there will be more of an effort to make residents aware of not
only impending changes, but also options. Residents need to be given an opportunity to rank their preferences
with all options weighed. A continuous theme in this community, specific to Council /City decisions, is a lack
of transparency. Any efforts that can be made to provide more information, more media blitzes and more
transparency will only help the process to run smoother.
Residents want a better process. 42+ acres is an absolute gem. The Repurpose Project deserves more attention,
due diligence and creativity than what is currently on the docket. This could be so many things..... meeting the
needs of many residents ...... if only those residents were notified that they actually had a voice and could weigh
in on the options.
Thank you.
Winnie Martin
martins6012 gg,mai l . com
6012 Ewing Ave. S. 55410
Heather Branigin
From: tpaulson @1992ventures.com
Sent: Wednesday, June 25, 2014 11:31 AM
To: Edina Mail; jonibennettl2 @comcast.net; Mary Brindle (Comcast);
joshsprague @edinarealty.com; swensonannl @gmail.com
Subject: Arden Park D Neighborhood Roadway Reconstruction
Dear Mayor and Council Members,
I am writing today regarding the roadway reconstruction project proposed for Arden Park D Neighborhood. More
specifically, my questions relate to Juanita Avenue.
In August 2013, residents on Juanita Avenue received a letter from the City highlighting aspects of the project. The
letter also included the following statement, "A future questionnaire will help us evaluate the need for sidewalks and
streetlights."
In June 2014, residents on Juanita Avenue received another letter from the City and a questionnaire regarding the
project. The questionnaire included questions about streetlights, but no questions about sidewalks. Buried in the
questionnaire instructions was the statement, "As part of the questionnaire, staff would like to know which side of the
street a proposed sidewalk would be best served along..." Keep in mind, this was not a question on the questionnaire,
nor was it a question on whether or not residents want a sidewalk.
In subsequent conversations, Chad Millner indicated the City's, and Council's plan to add a sidewalk to Juanita Avenue.
Here are my questions:
1) What evaluation took place between August 2013 and June 2014 that led to the City and Council determining that
Juanita Avenue needs a sidewalk?
2) Were the residents of Juanita Avenue part of the evaluation?
I look forward to each of your individual responses to these straightforward questions.
Respectfully,
Troy Paulson
5116 Juanita Avenue
Heather Branigin
From: Jackie Bezos ( Bezos Family Foundation) <jackie @bezosfamilyfoundation.org>
Sent: Wednesday, June 25, 2014 1:20 PM
Subject: Thank you for supporting a National Commitment to an Early Learning Nation
Dear Mayor:
This past Monday, June 23, many of you voted Yes on a historic vote —you voted Yes for children, parents, caregivers
and families across America. By unanimously passing Resolution 8 at the U.S. Conference of Mayors in Dallas,
supporting a commitment to build an Early Learn Nation by 2025, you have — without any reservation — made our
youngest children a national priority. Scientific research clearly shows engaged parenting and caregiving in early
childhood — starting at birth — is a key contributor to lifelong health and productivity.
To support you in your efforts to build an Early Learning Community, I want to make you aware of an Early Learning
Nation website which is being launched today. You can link to it here. On this site you can access a variety of resources
that will help guide your Early Learning Community effort. The case study examples provide links to the highlighted
initiatives that are underway. You can see, firsthand, how other cities and communities are using their individual and
collective assets.
Although we are pleased to support the launch of this website and to disseminate the latest scientific research, the goal
is to also crowd- source the efforts in individual communities rapidly, to learn from one another. As additional mayors
and community leaders commit, through this site, to building an Early Learning Community and an Early Learning Nation
by 2025, it will be your examples populating a website intended for wide and frequent use by all, that will lead change.
And we will celebrate every effort, every step.
As mayors and community leaders, you are on the frontline of this movement. The position you hold in your city and
community provides a unique leadership opportunity to make a lasting difference for children, parents and families.
We are grateful for your commitment and we are pleased to support you by providing this online resource.
Thank you for all you do in your city and community. It is only by walking shoulder to shoulder that we will truly become
an EarIV Learning Nation.
With deep gratitude,
Jackie Bezos
P.S. And please make sure to like the ELN 2025 Facebook page: face book,com /eIn2025 and also follow us on Twitter
@eIn2025
Name: O'he r So rum
Address: 5R q 4 ikm rn'iN b rd Trad
'H-;or Lake J 1V1,V 56-37(;?-,
Congregation:
, Jo- k -s Lukhema
6hako
Dear Edina City Councilmemlier,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
Name: ALx-e L, x* AJ ` G
Address:
Congregation:
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely/
SS® r ®VCJ
Edina City Council
4801 West 50th Street
Edina, MN 55424
I TO " T V RI-1 t
IS.)UP4 20-14 PHI L
Edina City Council
4801 West 50th Street
Edina, MN 55424
Name: �,4 �
Address:
V-"
Congregation: o �, L���^
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
5_4244 39:i 49
Name: f �Yd JI-6
h
Address:��� j
Congregation:
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely, G
MT4 563T,
IS 3LA 20 4 PI 1_
Edina City Council
4801 West 50th Street
Edina, MN 55424
lt��:!tl!!tl�tia��tra�t: tail tl�l' ��1�1 '!!llttlllli���t�l!,��j'tt'
IM INAMEATTOLISS IN N. 150531
17 JUN1,2011 PH 'P L
� •r�+u:�. w`'`n,+:,�m�'° g'd's
d � 1
Edina City Council
4801 West 50th Street
Edina, MN 55424
j°! ji'! !`l?jtt7 ? fttl f.i {{'jlh !!!i
1 ijt'i ! I I i 'i j
USA I forever
Administrative Office
2610 University Avenue West Suite 100
St. Paul, MN 55114
T. 651. 789 6260
Beacon
INTERFAITH HOUSING COLLABORATIVE
Qti��,k 2 31 Zb l 4
-Iva o'W o s w
(-V- Ike
www.beaconinterfaith.org .
Dear Edina City Councihnember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
Name -M
Address � f ���'� 6 & g-5
le v n1C.
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
Name
Address
Edina City Council
4801 West 50th Street
Edina, MN 55424
Edina City Council
4801 West 50th Street
Edina, MN 55424
5.49
postage
required
5.49
postage
required
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
Name
Address ,
Dear Edina City Councilmember,
Edina City Council
4801 West 50th Street
Edina, MN 55424
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
Name x,41 t 7�'�,�cSorl
Address 7/q E,
Edina City Council
4801 West 50th Street
Edina, MN 55424
s.qg
postage
required
s_qg
postage
required
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely, U
Name
Address 01
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely, rC%
Named
Address � L g
n
ts�f�vr2e
(1) f k'L
Edina City Council
4801 West 50th Street
Edina, MN 55424
Edina City Council
4801 West 50th Street
Edina, MN 55424
S.as
postage
required
=.as
postage
required
s.49
Dear Edina City Councilmember, postage
required
The city of Edina can help young people find stable
housing and end homelessness.
s.qg
postage
required
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely, "J,itl1 Edina City Council
4801 West 50th Street
Name Q v. =t �T €�� ( Ja N S s ►J Edina, MN 55424
Address 14 t-N W S i �� � DR
U)";>3 �����3 -fc, OhAJ SS
RAMC McAa-
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely, Edina City Council
4801 West 50th Street
Name MARK D) C R A U 6 R Edina, MN 55424
Address (a"')) 7 2 W k `•-Cc>e- Ave
Miv3n e4- v:nNcL� MtV
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
Name 4.1 t S. L h a
� 4t �C u rjp
At,
Address u �. !a / 3
/� L/ *
Dear Edina City Councihmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
Name '10�a-t
Address F/
euMC `y ,
Edina City Council
4801 West 50th Street
Edina, MN 55424
Edina City Council
4801 West 50th Street
Edina, MN 55424
5.49
postage
required
5.49
postage
required
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
Name I .
Address ,� g -)-7
& -�
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
Name
Address
w4
Edina City Council
4801 West 50th Street
Edina, MN 55424
Edina City Council
4801 West 50th Street
Edina, MN 55424
6.49
postage
required
5.49
postage
required
Heather Branigin
From: dmiller <deanne.miller @gmail.com>
Sent: Wednesday, June 25, 2014 2:38 PM
To: Edina Mail
Subject: Fred Rogers ideas
I know this is a long list of links but I think each is important in describing out opportunity to make the Fred
something really special - not just for the people who live near it - but to make it a destination for people -
htip: / /www. governing. com /generations /government -mana eg mentlgov- senior - playgrounds- popping- up.html
http://www.activeoutdoors.info/theoutdoorblog/Axticle66.html
http: / /earthplay. net/
http: / /thetimes- tribune. com/newslhealth- science /benefits -of- outdoor- exercise -go- bevond- fitness -1.915 657
http : / /www.travelinp-thought. com/2012 /071friday -fun- local - splash -p ads. html
and beautiful - so residents love it ---
http://upload.wikimedia.or wikipedia/commons /6/66 /Gramercy Park interior W_ agte.jpg
https://www.planning.org/cityparksibriefing-papers/tourism.htin
June 25, 2014
Mayor Jim Hovland and Members of the Edina City Council
4801 West 50th Street
Edina, MN 55424
Mayor Hovland and Edina City Council Members;
As an Edina resident of more than 40 years, I'm writing in support of the proposed
66 West Apartments for homeless youth in Edina, Bloomington, St Louis Park,
Richfield and southwest Minneapolis. Sponsored by Beacon Interfaith Housing
Collaborative, the purpose of 66 West is to provide a safe, supportive living place for
homeless youth ages 18 -22. The proposed location near Southdale is ideal in that it
offers access to transportation and the possibility of employment from the many
nearby retail, healthcare and service establishments.
There is such a need in our southwest suburban area for housing and support for
homeless youth. Often we don't see them as they drift from one temporary
arrangement to another, but they exist Can you imagine what it would be like to
live, believing no one cares about you, your safety, your future?
What a gift could be given, both to the individual as well as society if Edina would
agree to support Beacon's 66 West Apartments. By providing a safe place to live,
education, training and a chance to get a firm footing from which to grow, there's no
telling what these youth might accomplish in the future.
I'm sure there are some who believe the proposed site should be used for retail,
healthcare or housing, but do we really need more of these? I strongly urge each of
you to step forward and be a leader in addressing this urgent need by giving 66
West your full support and backing —the youth who benefits may be someone you
know.
Sincerely, _
Mar aret S. Ke t t
g rseer
4613 West 62nd Street
Edina, MN 55424
Heather Branigin
From: Sally Schmidt <sallyschmidt @schmidt- marketing.com>
Sent: Thursday, June 26, 2014 4:33 PM
To: Edina Mail; joni ben nettl2 @comcast.net; Mary Brindle; joshsprague @edinarealty.com;
swensonannl @gmail.com
Subject: Transportation Issues
My husband and I moved to Edina almost four years ago and live on Wooddale Avenue. I cannot tell you how
disappointed we are with the decisions you have made regarding bicyclists.
Living on Wooddale, we witness the bikers' behaviors daily. For example:
• The group of men riding their bikes North on Wooddale from the parking line to the center stripe —four
across — preventing cars behind them from passing.
• The businessman riding his bike South on Wooddale hands free, drifting frequently from the bike lane into
the car lane.
• The scores (hundreds ?) of bikers who fail to stop at the stop signs at the intersections of Wooddale and
54th and 58th.
Here is the reality: Motorists, bikers and pedestrians need to coexist. Here is the other reality: You are playing
favorites with bikes. Your motivation is unclear to me. Is it to garner more awards? To obtain more grants?
Whatever the goal, it is clouding your judgment and causing unsafe conditions. You should work toward being
"citizen friendly," not just "bike friendly."
When I read in our local paper that law enforcement doesn't want to ticket bikers because it will go on their
records, I nearly fell off my chair. I have news for you: If I blew through a stop sign in a car, I would get a ticket
and rightly so. Bikers who share the road need to share the laws. Right now, your actions have created an
environment where bikers ride with arrogance, lawlessness and no consequences.
When we have complained before about the lack of enforcement, we were told the City was planning to focus
instead on education. Then a dozen signs were posted on Wooddale and Valley View for a few weeks (as if that
would make a difference). Well, since the signs are no longer up, I assume you feel every biker who passes through
town has been adequately educated and you can now move into the enforcement mode. If you were to position an
officer on the two corners I mentioned above, I imagine the tickets would cover the cost. In addition, word will
spread quickly through the biking community that Edina enforces its laws.
We came to Edina because of the reputation for a great quality of life. But that needs to be enjoyed by everyone,
not a select few (many of whom don't even live in the City). Someday, a bicyclist will be badly hurt or killed, and it
will be the result of your inaction.
Sally J. Schmidt, president
Schmidt Marketing, Inc.
Southdale Centre
6600 France Avenue South
Suite 672
Edina, MN 55435
E: aa-l-lyschmidtgschmidt- marketing.com T: 952.767.0115
W: www.schmidt- marketing.com F: 952.767.0378
Follow me on Twitter: httg: / /twitter.com /sM!yschmidt
"Bringing the client perspective to the legal profession"
Heather Branigin
From: ICLEI World Congress <world.congress @iclei.org>
Sent: Thursday, June 26, 2014 10:37 AM
To: James Hovland
Cc: Karen M. Kurt
Subject: Invitation to the ICLEI World Congress 2015 in Seoul
Attachments: ICLEI_WC2015_invitation_City of Edina.pdf, ICLEI WC 2015 Program Structure.pdf
Dear Mayor Hovland,
Please find attached a joint invitation to the ICLEI World Congress 2015 sent on behalf of Mayor Won Soon
Park of Seoul Metropolitan Government; David Cadman, President of ICLEI — Local Governments for
Sustainability; and myself.
We look forward to welcoming you to Seoul in April 2015.
Kind regards,
Gino Van Begin
Secretary General
ICLEI — Local Governments for Sustainability
Kaiser - Friedrich -Str. 7
D -53113 Bonn Germany
tel +49 (0)228 976299 00 / +49 (0)228 97 62 99 -93
fax +49 (0)228 976299 01
email: world. cong-ress@iclei.org
www.iclei.ora
ICLEI is the world's leading network of 12 mega - cities, 100 super - cities, 450 large cities and urban regions as
well as 450 small and medium sized cities and towns in 84 countries.
ICEI World Congress 2015
S( ISDUNAB .ESOi.-UTONS FOR ANUF:RANFkAi RE
8 - 12 April 2015. Seoul, pepublic of Korea
"i tit hosed"
j I FSCAI
n�4 [ C�k'rtxtxi� #n0.
>:.taa �u:�lains "ttF
�. C`' L
.* i ICLEI World Congress 2015
'SUSTAINABLE SOLUMNS FOR AN URBAN hl! ?Ui2F �''
�� .��
Local
Governments
for Sustainability
13 -• 12 April 201�i • S;ritai, RetluE3ilc of Kt?rcaa .
IGLEI's mission Is to build and
serve a worldwide movement
of local governments to achieve
tangible improvements in global
James B. Hovland
sustainability with special focus on
environmental conditions through
City of Edina
cumulative local actions.
4801 W. 50th Street
Edina, MN, 55424
President
United States
World Secretariat
ICLEI World Secretariat
Kai ser- Fri edri ch-S tr. 7
53113 Bonn
Germany
25 June 2014
Phone: +49- 2281976299 -00
Fax: +49-228/976 299 -01
Email: lelei@iclel.org
Special Mayoral Invitation to the ICLEI World Congress 2015
Legally represented by
ICLEI e.V., Bonn
Dear Mayor Hovland,
It is our sincere pleasure to invite you to the ICLEI World Congress 2015, taking
World Wide Web
www.iclei.org
place from 8 —12 April 2015, in Seoul, Republic of Korea, under the subtitle:
"Sustainable Solutions for an Urban Future ". Seoul is a long -term Member of
ICLEI, and one of the sustainability leaders in both East Asia and the world.
the leading global network or 12
mega - titles, 100 super -cities and
Top performing ICLEI Members and other local governments will assemble in
urban regions, 450 large cities and
450 small and medium -sized
Seoul, alongside partners from international agencies, national governments,
cities and towns
academia, and the private sector. You are invited to share the most successful
policies and exceptional results from your local sustainability actions with Mayors,
and other local government leaders, from around the world.
We are pleased to invite your engagement in a number of Mayor- focused speaking
and networking opportunities at the ICLEI World Congress 2015. Following a
Mayors' welcome reception, hosted by Mayor Park Won Soon of Seoul
Metropolitan Government, you will have the opportunity to:
• Share advanced urban projects through interactive roundtable plenary
discussions with city, business and finance leaders.
• Take advantage of high -level networking opportunities and city-to -city
exchanges in a dedicated networking lounge.
• Meet and network with the newly elected ICLEI Global and Regional
Executive Committee Members, holding their inaugural meetings in Seoul.
• Tour one ofthe most high- profile sustainability projects of Seoul
Metropolitan Area in a Mayors' Mobile Workshop.
• Connect with national and international media representatives in attendance.
Marking 25 years since ICLEI's founding, the ICLEI World Congress 2015 will
take place immediately prior to the World Water Forma 2015 in Daegu; five
months before the intended adoption of the Sustainable Development Goals by the
UN General Assembly, hopefully with a stand -alone urban Sustainable
Development Goal; eight months before nations aim to conclude a global climate
agreement through the United Nations Framework Convention on Climate Change;
and a year before Habitat III. The ICLEI World Congress 2015 will build towards
these momenta and reinforce the integral position of local governments towards
achieving urgently required global sustainability targets.
LEI
Local
Governments
for Sustainability
We strongly encourage you to mobilize a delegation of senior staff, young leaders,
and civil society representatives to attend the ICLEI World Congress 2015, in order
to maximize the take -home benefits for your local government. At this early stage
in the ICLEI World Congress 2015 development, we will be especially pleased to
discuss innovative and interactive methods of profiling your local government.
We want to hear what accomplishments you would be proud to share with your
peers, both prior to and during the event. In addition, please tell us which type of
initiatives you want to learn about to best advance your local sustainable
development.
We firmly believe that local governments have never before commanded such a
strong representation in the various international sustainability and climate change
debates. Our sincere hope is that you will be able to join us in Seoul to represent, on
the world stage, the outstanding work that ICLEI Members are achieving through
local action across the globe.
We hope to remain in close contact with you, providing further program updates
and opportunities for participation as your availability becomes clearer in the
coming months. PIease let us know to whom we should best address this
correspondence within your local government. The ICLEI World Congress 2015
team will be happy to liaise with your office through worid.congress @iclei.org
regarding your participation.
Please find the preliminary program structure attached overleaf. Further
information and updates are available at www .iclei.org/worldcongress20l5.
In anticipation of a positive reply, we look forward to providing you a warm
welcome to Seoul in 2015!
Yours sincerely,
�ha�
David Cadman Gino Van Begin Park Won Soon
President Secretary General Mayor, Seoul Metropolitan Government;
ICLEI — Local Governments ICLEI — Local Governments Member, ICLEI Global Executive
for Sustainability for Sustainability Committee; Chair, World Mayors
Council on Climate Change.
ICLEI World Congress 2015
SIUSVONA� E .50LUfl0NF> FOR AN UP6.4iNt rUTURI
12 April 2015 • Seoul,Republic of Korea
(----- - --- -1
E
0
1 CL
1
0
1
1
>
0-
ii 1
Core Congress M
W
eo
2 31
.
tn U) to-
Ub
Congress
En o Outlook
C3 0
Plenary
R 1- 11
Preliminary Program Overview
As of 26 June 2014
Subject to change
M?
9171
Sessions & round tables
Mobile Workshops
U)
-----------
Training Sessions
I 1
Side-event opportunities
1 0
UJ' CL I
0.
0 1
>
10.00
0
11:00
1
12:00
0
CL
CL
0
1
1a:00
>
15:00
Aaoo.
7:00
— — — — — — — — - -1
(----- - --- -1
E
0
1 CL
1
0
1
1
>
0-
ii 1
Core Congress M
W
eo
2 31
.
tn U) to-
Ub
Congress
En o Outlook
C3 0
Plenary
R 1- 11
Preliminary Program Overview
As of 26 June 2014
Subject to change
M?
Legend
Plenary sessions
Sessions & round tables
Mobile Workshops
U)
Evening programs
Training Sessions
Side-event opportunities
1 0
UJ' CL I
0.
0 1
>
0
Legend
Plenary sessions
Sessions & round tables
Mobile Workshops
Evening programs
Training Sessions
Side-event opportunities
ICLEI World Secretariat • Kaiser-Friedrich-Str. 7, 53113 Bonn, Germany
Tel. +49-228 / 97 62 99-00 • Fax +49-228 / 97 62 99-01 a Email: world.congress@iclei.org www.iclei.org/worldcongress20l5
]PREMME PR 1A' .,1
Post Office Box 390195
Edina, Minnesota r
June 26, 2014
Chad N illner
City of Edina
4801 West 501 Street
Edina, MN 55424
Re: Major Sewer Problem!
Gentlemen:
Background-Problem Description:
The Premier Properties Group purchased the 16 -unit apartment at 4000 Hazleton Road in
January of 2014. On Thursday, June 19th at 9:30 a.m., the sewer backed up into four units on the
lower level causing major damage. The "staff involved" made a decision to use apartment units
as the "bounce area" rather than pumping into the storm system. Perhaps there should be a
thought out policy to follow when this happens in the future.
We secured plumbing help and then found the sewer clean out trap with the intent of
plugging the reverse flowing sewer. To our surprise there already was a large industrial valve in
place that: (1) allowed shut -off; and (2) made it clear that this had happened previously.
We had to shut off water in the building, provide satellite toilets, and have discussion on
how to compensate the extremely inconvenienced residents that lived without water and sewer
until Saturday, June 21St. The city staff involved were supposed to monitor the flow situation
and tell us when to turn the sewer back on. Apparently there were other priorities as the
promised call never came. On Saturday we could see in the outside manhole the flow had
changed and we went back on line.
Action Required
1. The sewer in the Southdale area is obviously not adequate.
2. It would seem that the sewer system was sized for shopping and industrial area land
usage that might involve five or ten seldom used toilets per acre.
3. We need a well thought out solution fast. Perhaps before new apartments now planned
begin construction.
4. Do we now measure the percent capacity utilized in the main pipe exiting our local sewer
system?
June 26, 2014
Page Two
5. Since this has happened more than one time in the past, it is reasonable to assume it will
happen again especially as new residential units are added.
6. Without a prompt solution from the city, Hazelton will need some type of septic tank
system that can be switched on, hopefully automatically, when the back -up occurs.
7. In as much as growth will continue, the best solution would be for the city to somehow
monitor sewer flow and have some type of provision to handle overflow. ,.
Please advise Premier on the course of action we should take. Will the city provide back-
up for an inadequate system or are we "on our own" in adding a necessary private back -up
system? Please advise Premier if the city has financial responsibility for current losses plus
our costs if we are forced to add the needed private back -up system.
Thank you in advance for your consideration, analysis, and hopefully timely response to this
matter.
Sincerely,
&44. Q��
Dean M. Akins
cc: James Hovland, Mayor
City Council & Attorney, City of Edina ✓
Planning Department, City of Edina
4000 Hazelton Residents, Edina
2
To: MAYOR & COUNCIL
From: Debra Mangen
City Clerk
Date: July I, 2014
Subject: Correspondence
Action Requested:
No action is necessary.
• r�00RPOR/`�f'9 •
1888
Agenda Item #: VIII. A.
Action ❑x
Discussion ❑
Information ❑
Attachment:
Attached is correspondence received since the last packet was delivered to Council Members.
City of Edina • 4801 W. 50th St. • Edina, MN 55424
r.
Heather Branigin
From:
Ken Potts <potts003 @gmail.com>
Sent:
Friday, June 27, 2014 2:04 PM
To:
Scott Neal; Edina Mail; David Fisher; jhovland @krausehovland.com
Cc:
Heather Beal
Subject:
4238 Final CofO
Attachments:
Final Permit Violations 2014.pdf
Scott,
I still hold out hope that you (and City Staff) will fulfill your quote from the front page of the Sun Current
last April 17:
City Manager Scott Neal told the Sun Current, "The home that Mr. Potts is concerned
about is not complete. It should be complete soon. When it is complete, it will comply
with city code."
After all, you told our son Karsten in January: "I have to enforce the code; that's my job."
Based on the attached annotated photo, revisions need to be made. Otherwise the City will have granted
variances to code provisions without following proper procedure at both the City and State level. And you
will have granted them with full knowledge as I have pointed these out numerous times over the past
many months.
Interior Yard Setback.
The required interior side yard setback shall be increased by 6 inches for each foot the building
height exceeds 15 feet. For the purposes of this subparagraph, building height shall be the height
of that side of the building adjoining the side lot line and shall be measured from the average
proposed elevation of the ground along and on the side of the building adjoining the side lot line to
the ... top of a cornice of a hip roof.
Drainage. Surface water runoff shall be properly channeled into storm sewers, watercourses,
ponding areas or other public facilities.
Thank you,
Ken Potts
Approved site plan calls for this gutter to drain to the
storm sewer system in Crocker Ave. That meets the
code definition of "properly channeled."
The configuration shown here sends drainage toward
our property and does not meet either the code or the
approved plan.
Final grade needs to be at least up to elevation 880 for
the sideyard setback/wall height requirement to be
met.
City of Edina City Code Section 850
850.07 Subd. 7 (A) 3. Interior Yard Setback.
The required interior side yard setback shall be
increased by 6 inches for each foot the building height
exceeds 15 feet. For the purposes of this subparagraph,
building height shall be the height of that side of the
building adjoining the side lot line and shall be
measured from the average proposed elevation of the
ground along and on the side of the building adjoining
the side lot line to the ... top of a cornice of a hip roof.
on
an slop d rec ticn.
of Wait w be Ens
5AL.ES REPJo5h Koller
%SST:Sem Nicholas
12.013
o
� U
� N
.p Gj 'cl
a°a �U•9'
U
p C4 M
U U td
,'° i,,* � `q.." a ;:�3i z t 115
Heather Branigin
From: Ken Potts <potts003 @gmail.com>
Sent: Friday, June 27, 2014 2:13 PM
To: Lynette Biunno
Subject: Fwd: 4238 Final CofO
Attachments: Final Permit Violations 2014.pdf
Please include this message and its attachment in the next Council Correspondence packet.
Thanks,
Ken
---- - - - - -- Forwarded message ---- - - - - --
From: Ken Potts <potts003@,gmail.com>
Date: Fri, Jun 27, 2014 at 12:04 PM
Subject: 4238 Final CofO
To: Scott Neal <sneal - ,�edinamn. ov >, Edina Minnesota <mail(abedinamn.gov >, David Fisher
<dfishergedinamn.gov >, ihovland ,krausehovland.com
Cc: Heather Beal < constellationcreate @comcast.net>
Scott,
I still hold out hope that you (and City Staff) will fulfill your quote from the front page of the Sun Current
last April 17:
City Manager Scott Neal told the Sun Current, "The home that Mr. Potts is concerned
about is not complete. It should be complete soon. When it is complete, it will comply
with city code."
After all, you told our son Karsten in January: "I have to enforce the code; that's my job."
Based on the attached annotated photo, revisions need to be made. Otherwise the City will have granted
variances to code provisions without following proper procedure at both the City and State level. And you
will have granted them with full knowledge as I have pointed these out numerous times over the past
many months.
Interior Yard Setback.
The required interior side yard setback shall be increased by 6 inches for each foot the building
height exceeds 15 feet. For the purposes of this subparagraph, building height shall be the height
of that side of the building adjoining the side lot line and shall be measured from the average
proposed elevation of the ground along and on the side of the building adjoining the side lot line to
the ... top of a cornice of a hip roof.
Drainage. Surface water runoff shall be properly channeled into storm sewers, watercourses,
ponding areas or other public facilities.
Thank you,
Ken Potts
Approved site plan calls for this gutter to drain to the
storm sewer system in Crocker Ave. That meets the
code definition of "properly channeled."
The configuration shown here sends drainage toward
our property and does not meet either the code or the
approved plan.
Final grade needs to be at least up to elevation 880 for
the sideyard setback/wall height requirement to be
met.
City of Edina City Code Section 850
850.07 Subd. 7 (A) 3. Interior Yard Setback.
The required interior side yard setback shall be
increased by 6 inches for each foot the building height
exceeds 15 feet. For the purposes of this subparagraph,
building height shall be the height of that side of the
building adjoining the side lot line and shall be
measured from the average proposed elevation of the
ground along and on the side of the building adjoining
the side lot line to the ... top of a cornice of a hip roof.
TALES RERksh Koller
%$ST,5eon Mchokz
/20[3
Fx)t
08w.66j?U
�
2 O
O .0
J1
0
0 0 0
U
cd
w 0
4-4
?igy stop direction-
0 C4
1'. 0 7�
00 Hall to be Engl
U
ma
$67 so
Option V4011 Pei on
Ikk 1, t h 8,09ins
A" in
Q
Tile
Drive Upturned
0
U
O
w h:�v,
0
cd
0
CdD
cgyo".
Al
TALES RERksh Koller
%$ST,5eon Mchokz
/20[3
Fx)t
08w.66j?U
Heather Branigin
From: Parks, Terri L <Terri,Parks @allina.com>
Sent: Sunday, June 29, 2014 11:00 AM
To: Edina Mail
Subject: Resident of Edina to turn 100 Years Old
Hello Mayor Hovland,
I am writing on behalf of a very dear friend of mine. Her name is Vivian Gens, and she is a resident of Edina, MN for
many years.
Coming up on August 14th, 2014, Vivian will be turning 100 Years Old. What an achievement. We are planning a large
birthday party for August 16th, 2014. We have contacted some of our representatives and the Governor and President
Obama, and have received letters or cards of congratulations for this major achievement. Which Vivian is not aware of
yet. We thought since she lives in your great City of Edina, it would be wonderful to receive a letter from the Mayor's
Office of Edina also.
At 99 years old now, you would never believe she is going to be 100 years old. She still drives, in January she debated if
she should continue leasing her car, instead she decided to purchase it. Some grandchildren someday is going to receive
a very nice care. Back in April, Vivian received a letter in the mail, informing her that her Life Insurance Policy was
expiring in 5 months, Vivian was furious. She said, I thought the policy lasts until you die, because I plan on being
around for a while. How many of us have that accomplishment.
Vivian is very active in her senior housing community in Edina, her church, with her family and grandchildren, and
friends. Sometimes we have trouble keeping up with her.
She is such an extraordinary woman. A number of years ago she adopted me into her family.
I don't know if this is something your office would send out.
If you have any questions, feel free to contact me at my email address: parksterrilea @vahoo.com or Cell: 612 - 559 -2867
Sincerely,
Terri Parks
01
This message contains information that is confidential and may be privileged. Unless you are the addressee (or
authorized to receive for the addressee), you may not use, copy or disclose to anyone the message or any
information contained in the message. If you have received the message in error, please advise the sender by
reply e -mail and delete the message.
Heather Branigin
From: Jim Cousins <jcousins @wingnutinc.com>
Sent: Sunday, June 29, 2014 3:53 PM
To: Edina Mail
Subject: Attn: City Council and Engineering
I'm writing regarding 2014 Alley Improvements from 54th -56th Street West between Xerxes and York
Avenues.
I live at 5413 York Ave South and wanted to file my opinion on this matter. I don't feel it necessary to replace
and upgrade the alley at this time. It is very usable and could easily be delated a number of years in my mind.
If it's not too late, please register one more "no vote" (or two with both us owners) on this matter.
Thank you,
Jim & Angie Cousins
Heather Branigin
From: erika7777777 @gmail.com on behalf of Erika Ding <erikad792 @gmail.com>
Sent: Sunday, June 29, 2014 7:40 PM
To: Edina Mail
Subject: Robotics Team Meeting
Dear Mayor Hovland,
I'm a student on the Edina High School FIRST Robotics team, and we (along with other FIRST teams) recently sent
student ambassadors to Washington, D.C. to discuss STEM in education with members of Minnesota's Congressional
delegation. During our meeting with Congressman Keith Ellison, he mentioned how much he enjoys working with you, and
we'd like to share more about these conversations with you.
In short, we would very much like to arrange a meeting with you or to appear before the City Council about our findings in
Washington.
Many thanks,
Erika Ding
Outreach Lead
Edina Robotics FIRST Team 1816 - The Green Machine
Heather Braniain
From: Tricia Budke <tricia.budke @gmail.com>
Sent: Sunday, June 29, 2014 10:30 PM
To: Edina Mail
Subject: Fred Richards Golf Course
I wanted to send a note to the Edina City Council to let them know I completely agree with the recent letter to the editor
about the Fred Richards golf course. Apparently there was no plan when the Council decided to close the golf course.
Until you have a better plan for the space you should leave it as it is. The idea of making it into a promenade or park
makes no sense, unless you intend to charge admission. The space needs to be self - sufficient, whether that means the
equestrian idea or the garden idea or some other revenue generating idea. I personally use the Fred golf course on a
regular basis so I would like it to stay as it is. Not sure if it is poor management or lack of marketing, but I understand it
is in the red and something needs to be done. Hopefully more analysis will be done before closing Fred.
Thank you,
Tricia Budke
404 Coventry Lane
Edina, MN 55435
612 - 669 -6584
Heather Branigin
From: Jeff Brown
Sent: Monday, June 30, 2014 3:21 PM
To: Heather Branigin
Subject: FW: Community Health Commission Attendance Requirements
Per Karen's request.
Jeff Brown, Community Health Administrator
952 - 826 -0466 ; Fax 952- 826 -0390
` ibrown(cDEdinaMN.gov I www.EdinaMN.gov
Disclaimer: Information in this message or an attachment may be government data and thereby subject to the Minnesota Government Data
Practices Act, Minnesota Statutes, Chapter 13, may be subject to attorney - client or work product privilege, may be confidential, privileged,
proprietary, or otherwise protected, and the unauthorized review, copying, retransmission, or other use or disclosure of the information is
strictly prohibited. If you are not the intended recipient of this message, please immediately notify the sender of the transmission error and
then prarr�tly delete this message from your com})uter system
From: Kumar [mailto:kumarbelani @dmail.com]
Sent: Friday, June 27, 2014 4:39 PM
To: Jeff Brown
Subject: Re: Community Health Commission Attendance Requirements
Thank you - it has been fun serving but I was overseas and out of town or with cases in the operating room that I could
not leave.
Let me know if there is any other way I can serve.
Best,
Kumar Belani, MD
Sent from my Whone
On Jun 27, 2014, at 3:46 PM, Jeff Brown <ibrown @ Edina MN.aov> wrote:
Kumar,
I am emailing to give you some advance notice of a letter you will be receiving from M1 Lamon, the City
staff member who manages Edina's Boards and Commissions. After June's CHC /City Council work
session, and the CHC meeting afterward, the attendance sheets for the CHC show that you have missed
3 consecutive CHC meetings, which is in violation of the attendance requirements (May CHC meeting,
June work session, June CHC meeting). To clarify, the work session and the CHC meeting after the work
session actually count as 2 meetings. So, the letter you receive will accept your resignation from the CHC
for attendance reasons.
I left you a voicemail at the number provided from MJ, but wanted to make sure you got the message
before the next CHC meeting. I understand that you are very busy, but please feel free to give me a call
if you have questions.
Thanks,
Jeff Brown, Community Health Administrator
952- 826 -0466 j Fax 952 -826 -0390
ibrown(Q) Edina MN qov I www.EdinaMN qov
Heather Branigin
From: Maura Schnorbach <mschnorbach @stpatrick - edina.org>
Sent: Monday, June 30, 2014 1:39 PM
To: Edina Mail
Cc: Timothy Rudolphi; Allison Johnson; Betsey Violante (beviola @aol.com); Bob Hobbins;
glas5716 @stthomas.edu; Jane Wyatt (Wiz); Mary Schad; Nancy Jurkovich; Steve Yanda;
Sue Stenbeck (sstenbeck @comcast.net)
Subject: 66 West Apartment Project
Hello Mayor Hovland and Edina City Council Members,
I work in the Social Justice at Saint Patrick's Catholic Church in Edina. Our Social Justice Commission and Office of Social
Justice have written a Letter of Endorsement for the proposed affordable project, 66 West Apartments. We did so after
careful consideration. Members of our Social Justice Commission and I attended a public meeting sponsored by Colonial
Church. It featured Beacon Interfaith Ministries and Edina Community Lutheran Church. We were very impressed with
the research, speakers and architectural drawings of the project. We were also impressed with the proposed wrap
around services.
After the meeting, we invited Beacon Interfaith Ministries and Edina Community Lutheran Church to attend our Social
Justice Commission meeting. Our Pastor, Fr. Tim Rudolphi attended too! Our Social Justice Commissioners asked lots of
tough questions. All of our Social Justice Commissioners live in Edina. I do too! I have lived in Edina for over 20 years!
There was a lively conversation. Beacon and Edina Community Lutheran impressed us again with their knowledge,
candor, experience and passion. We are aware that, "Edina has been to the dance on affordable housing at least five
times "... What separates this project from the ones that were proposed previously?
When I have spoken with members of our parish, I have shared that there are strong players at the table with a proven
track record! Beacon has built over 500 units of affordable housing in the Twin Cities. Two Social Justice Commissioners
and I also visited the model for the project, Nicollet Avenue Apartments. After an excellent tour, we went to the Butter
Bakery for a delicious lunch.
As luck would have it, we met one of the neighbors, Katherine Harter who had also been on the tour. She said initially,
she was unconvinced about affordable housing in her neighborhood. But, she has changed her mind, because she said
they are an excellent neighbor. Katherine asked us why we were on the tour and we explained that we were from Edina
and there was project proposed by Southdale. She said that she is proud of her neighborhood for supporting this
project. She recently attended a 400 person fundraiser called the, "Empty Bowl" to raise money for the project. She also
said her daughter who is a member of the Student Council at Washburn, has 50 classmates who are homeless!
This is shocking! Washburn is only about 10 minutes from Edina High School! When we also discussed the, "NIMBY"
challenge. She reminded us that these are someone's children. We all had to catch our breath after she shared that with
us. It is a reminder of what is at stake.
Building a home, builds a life... Everything that we hold true about ourselves comes from being grounded in a place.
Whether it is grand or modest. It is the place from which we are launched into the world. St. Patrick's Church is standing
side by side with Beacon Interfaith Ministries, Edina Community Lutheran Church, St. Stephen's Episcopal Church,
Colonial Church, Our Lady of Grace and Catholic Charities Minnesota in asking you to answer the call!
The young adults that we propose to serve with this project need a home. We are asking you today to be courageous
and do something big for young adults in the Southwest Metro Area. They aren't asking for a, "hand out, they are asking
for a hand up!"
Best,
Maura Schnorbach
Social Justice Coordinator
Saint Patrick's Catholic Church
(952)941 -3164, ext.142
mschnorbach@stpatrick- edina.org
uc
P
Robert J. Christianson, Jr.
23 Woodland Road
Edina, Minnesota 55424
952- 920 -6107
9600 South Ocean Drive, #805 (winter)
Jensen Beach, Florida 34957
772- 229 -3631
RJC23(a-),AOL_Com
June 29, 2014
Mr. Scott Neal, City Manager
City of Edina
4801 West 50`b Street
Edina, MN 55424
Dear Mr. Neal:
Thank you for your reply to my letter of June 13, 2014.
Unfortunately it does not address the issue at hand. We are not interested in a short-term fix. That has
been done in the past to no avail. Resurfacing without remediating the underlying design flaws is a waste
of time and our taxes. It has been done before and has not solved the problem. The pothole fixer is a joke.
Its annual appearance does nothing; often it doesn't even fix all of the potholes that then increase in
width, depth and length. Repairing the potholes is a stopgap measure better than nothing but not at the
expense of dealing with the underlying issue.
The street, at least in front of our houses, needs to be rebuilt from the bottom up. That means re- grading it
to handle water, the installation of curbs and gutters to funnel the water to new storm sewers, which need
to be installed in appropriate low spots. If that means replacing sanitary sewers, storm sewers, waterlines
etc., so be it.
I am hard pressed to know of any area in Edina where there is a greater need for action than where we
live. You refer to the grouping of streets in neighborhoods as a means of prioritizing needed repairs. We
are an island surrounded by streets in our area that have been done. For better or worse our neighborhood
consists of the addresses referred to in my previous letter. It is time for the City's engineering department
to implement the reconstruction of Woodland Road.
Yours truly,
Robert J. Christianson, Jr. /
Cc: Mayor James Hoveland, Dr. Stephen Sundberg, Mr. Thomas Halvorson, Mr. Richard Jensen, Mr.
William Goldenberg, Dr. Donald Lewin, Mr. B.J. Turner and Mr. Carl Geisz
Name: �� G&-Ls Yn cr-
1
Address: l� ��� I� RA
Congregation: E6 1101 c0m, in 1
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night; it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults. Edina City Council
4801 West 50th Street
Please help suburban youth experiencing Edina, MN 55424
homelessness by supporting this project.
Sincerely, 0'6c""�
Name:
f %f $A9
S� 3 postage
Address: 5 1 required
Congregation: C CL C
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults. Edina City Council
4801 West 50th Street
Please help suburban youth experiencing Edina, MN 55424
homelessness by supporting this project.
Sincerely,
�'� ote_CT
e
} Name P A4oft4j
•
6.49
postage
required
Address:
WI R �-
Congregation:
F'CA�, l ���
iY1 oM vi � i � V Zcavl
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults. Edina City Council
4801 West 50th Street
Please help suburban youth experiencing Edina, MN 55424
homelessness by supporting this project.
Sincerely,
Name: `
6.49
postage
Address: Address: �� ��GY- k AV S. required
" �11 S5 y (CD
Congregation: \ C LC—
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults. Edina City Council
4801 West 50th Street
Please help suburban youth experiencing Edina, MN 55424
homelessness by supporting this project.
Sincerely,
r
Name:
�
Address:
ti 5�
Congregation:
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
Address: 65 ,G'v 'r
Congregation:
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homel sness by supporting this project.
1
Sincer
Edina City Council
4801 West 50th Street
Edina, MN 55424
Edina City Council
4801 West 50th Street
Edina, MN 55424
=.as
postage
required
S.as
postage
required
Name:
Address: `-�S0 (1c Q I � -CE. HILLS 0 2X%Jt
Congregation:
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely, i
--T-11- FAo —
Name:
Address:
Congregation:
Dear Edina City Councilmember,
f`> Ptis2gEcTT
bs.� Lnj i'h.ra� ;t
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
B 17 U4
Edina City Council
4801 West 50th Street
Edina, MN 55424
Edina City Council
4801 West 50th Street
Edina, MN 55424
S.as
postage
required
5.49
postage
required
Name: 'J W -f q ,i 4 '6 (t
Address: 6'07 # ilk t �,� � M tj
Congregation: L(M v'GL �f� -y,� Lu- c 4&r - � ,
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
Name:
Address: -��� -5 % /X G�il�s 17 ve S U
Congregation: ALI
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincer
Edina City Council
4801 West 50th Street
Edina, MN 55424
Edina City Council
4801 West 50th Street
Edina, MN 55424
5.49
postage
required
5.49
postage
required
Name: ,,,&V,) /� �✓
Address: 0'Sk f 0 5 y I" Yi /Vv^"
Congregation:
Dear Edina City Councilmember,
The city of Edina can help young people find stable
housing and end homelessness.
On any given night, it is estimated that between 200
and 300 youth are homeless in the suburbs of Hennepin
County. 66 West is affordable and supportive housing
which will serve approximately 39 youth and young adults.
Please help suburban youth experiencing
homelessness by supporting this project.
Sincerely,
�� M
Edina City Council
4801 West 50th Street
Edina, MN 55424
5.49
postage
required
To: City Council Item No. VIII. B.
From: MJ Lamon, Liaison
Human Rights and Relations Commission
Date: July I, 2014
w91��r U
Cl)
0
Y�Jll+i. Hy
(HH0
Subject: Human Rights and Relations Commission — Local Support for Human Rights
Implementation and Monitoring
Attachments: I. Email from the Advocates for Human Rights
2. Letter drafted to Assistant Secretary, Bureau of Democracy, Human Rights
and Labor, U.S. Department of State
3. Background information on the U.S. and Human Rights Reviews
Action Requested:
City Council sign the open letter to Assistant Secretary, Bureau of Democracy, Human Rights and
Labor, U.S. Department of State.
Situation:
The Advocates for Human Rights, an organization holding all trainings for the Human Rights and
Relations Commission's Community Conversations Working Group, is encouraging the City of Edina to
sign on to an open letter initiated by the Human Rights at Home Campaign. The Edina Human Rights
and Relations Commission reviewed and discussed the letter and all correspondence received at the
June 24 regular meeting.
Background:
A number of significant opportunities exist for the United States to improve human rights conditions
domestically. Many opportunities exist for state and local jurisdictions specifically to address human
rights violations in employment, housing, and criminal justice. However, there is not currently adequate
coordination between federal, state, and local governmental agencies to effectively implement current
treaty recommendations or communicate best practices. In addition, state and local officials are not
included in treaty reviews and often decisions are not communicated down to the local level.
Additionally, although the United States has ratified a number of international treaties relating to human
rights, there are still various conventions that have not been ratified.
Assessment:
It is the mission of the Human Rights and Relations Commission to advocate for basic human rights and
needs and to collaborate with other communities and governmental organizations. The City of Edina's
signature on this open letter is an excellent opportunity to advance Human Rights advocacy and
awareness and encourage cooperation between all levels of government.
Recommendation:
4
r
Page 2
>4 •
O
lee
The Human Rights and Relations Commission, at the June 24, 2014 regular meeting, voted to
recommend that the Edina City Council sign on to the attached letter and additionally cc: the
Minnesota Political Delegation, President Obama, NY Times, and local press agencies.
Annie Coyle
From: Lohman, Madeline <MLohman @advrights.org>
Sent: Wednesday, June 18, 2014 11:39 AM
Subject: Request for sign -on
Attachments: INFO on US and Human Rights Reviews.pdf; State and local sign on letter to DOS- -
Federal Support.pdf
I writing on behalf of the Human Rights at Home Campaign, which seeks to build human rights principles into the way
government operates. The Campaign is calling for improved human rights implementation and monitoring including
through increased coordination between federal, state and local actors and federal resource support for state and local
government agencies and officials' efforts to promote and protect human rights. To ensure meaningful human rights
implementation, the Campaign is also calling for new federal human rights mechanisms to facilitate this coordination.
As part of this effort, the Campaign's State and Local Subcommittee has drafted a letter to Tom Malinowski, Assistant
Secretary of State for Democracy, Human Rights and Labor, calling on the federal government to:
include "state and local agencies and officials in all future treaty reviews, including the upcoming reviews of
compliance with the International Convention on the Elimination of All Forms of Discrimination and the Convention
Against Torture, as well as the Universal Periodic Review process."
"widely disseminate treaty body recommendations, communicate how they relate to state and local policy, and
provide guidance on practices that can address areas of concern "; and
provide "dedicated staff, education, training, and funding to help state, county and municipal governments fully
comprehend and engage with the United States' human rights obligations."
I hope that you will sign -on to this letter and demonstrate your support for federal guidance and support for local
implementation of human rights. I have attached the letter to this email, as well as a backgrounder on treaty review. The
deadline for sign -on is July 3. Just reply to me if you are interested in signing on to the letter and I will pass that
information on to the campaign coordinators.
Sincerely,
Madeline
Madeline Lohman
Research, Education and Advocacy
Program Associate
The Advocates for Human Rights
330 Second Avenue South, Suite 800
Minneapolis, MN 55401 USA
Office: 612.341.3302 1 Direct: 612.746.4696 1 Fax: 612.341.2971
mlohman@advrights.org
www .theadvocatesforhumanrights.org I www.EnergvofaNation.org
Tom Malinowski
Assistant Secretary, Bureau of Democracy, Human Rights and Labor,
U.S. Department of State
2201 C Street NW
Washington, DC 20520
July [ #], 2014
Dear Assistant Secretary Malinowski,
We write, as representatives of state and local government, to commend the U.S.
government on its robust engagement with the U.N Human Rights Committee during its
recent review of U.S. compliance with the International Covenant on Civil and Political
Rights (ICCPR) and to share recommendations on how the federal government can
support state and local actors working to promote and protect human rights.
The U.S. government's inclusion of three state and local officials in its delegation
for the ICCPR review recognized the important role that state and local officials play in
implementing the United States' human rights commitments. State and local
participation enriched the conversation during the U.S. consultation with civil society and
during the interactive dialogue with the Human Rights Committee, adding a breadth and
depth of expertise to the discussions, including on issues of homelessness, domestic
violence and LGBT discrimination.
The Human Rights Committee's Concluding Observations reflect that
strengthening the U.S. human rights record requires cooperation and collaboration
between all levels of government. They highlight numerous gaps between the protections
afforded by the ICCPR and the reality in local communities. Addressing these gaps
requires broad state and local awareness of human rights principles and their application
to subnational entities.
During the interactive dialogue Deputy Assistant Secretary Scott Busby made the
laudable commitment to disseminate the Human Rights Committee's Concluding
Observation to state and local actors. This commitment is in line with the Human Rights
Committee's recommendations to "engage with stakeholders ... to give greater effect to
the Covenant" and, "strengthen and expand [federal, state and local] mechanisms
mandated to monitor the implementation of human rights... [and] provide them with
adequate human and financial resources. "'
Today, we write to seek your support and guidance so we can do this to the best
of our ability.
' Concluding Observations of the Human Rights Committee: United States of America,
para. 4(b);(d), U.N. Doc. CCPR/C/USA/CO /4 (Apr. 23, 2014), available at
http:// justsecurity. org /wp- content/uploads /2014/03/UN- ICCPR- Concluding-
Observations- USA.pd£
Page 1 of 3
An important step towards complying with the U.S. government's commitments
and obligations is to widely disseminate treaty body recommendations, communicate
how they relate to state and local policy, and provide guidance on practices that can
address areas of concern. This type of proactive engagement will educate state and local
officials on human rights standards and enhance our capacity to engage in activities that
bolster human rights compliance. A number of federal agencies and officials are well -
placed to effectively communicate the Committee's recommendations and give them
meaning at the state and local level, including agencies with which state and local
governments have prior relationships, such as the Department of Justice and others within
the Equality Working Group.
We further urge the United States to include a diverse delegation of state and local
agencies and officials in all future treaty reviews, including the upcoming reviews of
compliance with the International Convention on the Elimination of All Forms of
Discrimination and the Convention Against Torture, as well as the Universal Periodic
Review process. This will both strengthen the reviews and help to ensure that the
resulting recommendations translate into positive domestic practice at the local level.
In 2013, both the IAOHRA — the umbrella organization of state and local human
rights agencies with a membership of approximately 160 agencies from across the
country — and the U.S. Conference of Mayors, an organization representing cities of
30,000 or more, passed resolutions committing to promote and protect human rights
locally. Yet, to implement human rights, the members of these organizations require
federal support and guidance.
By taking the steps outlined above, the United States will make important strides
towards improving human rights implementation across the country, at every level of
government. The federal government should further provide dedicated staff, education,
training, and funding to help state, county and municipal governments fully comprehend
and engage with the United States' human rights obligations.
We stand ready to work in partnership with the federal government to help the
U.S. meet its obligations to respect, protect and fulfill human rights for all. We look
forward to working with you in these efforts and welcome the opportunity to discuss
these recommendations further.
Sincerely,
[SIGN ONs]
cc:
Mary Mcleod, Principal Deputy Legal Adviser, Office of Legal Adviser, U.S.
Department of State
Page 2 of 3
1
Scott Busby, Deputy Assistant Secretary, Bureau of Democracy, Human Rights,
and Labor, U.S. Department of State
David Sullivan, Legal Adviser to U.S. Mission to the United Nations, U.S.
Department of State
Kathleen Hooke, Assistant Legal Advisor for Human Rights and Refugees, Office
of the Legal Advisor, U.S. Department of State
Dean Pittman, Assistant Secretary, International Organization Affairs,
Department of State
Jesse Tampio, Attorney- Adviser, Office of Human Rights & Refugees, U.S.
Department of State
Sue Biniaz, Deputy Legal Adviser, Office of the Legal Adviser
Karen Stevens, Senior Counsel, Civil Rights Division, Department of Justice
Page 3 of 3
tCOLUMBIA LAW SCHOOL
HUMAN RIGHTS at HOME HUMAN R(GfITS INSTITUTE __
BACKGROUND INFORMATION ON THE U.S. AND HUMAN RIGHTS
REVIEWS
I. TREATY REVIEWS OF THE UNITED STATES
The United States has ratified several major international human rights treaties:
The International Covenant on Civil and Political Rights ( ICCPR), ratified in
1992, protects most traditional civil rights, including voting, speech, and religion;
■ The ICCPR includes protections for basic human rights such as the right to life
and to human dignity, freedom of speech and association, freedom from torture
and arbitrary detention, fair trial and minority rights. The ICCPR prohibits
discrimination and guarantees equality before the law and equality between
women and men.
The Convention on the Elimination of All Forms of Racial Discrimination
CERD ratified in 1994, protects against racial discrimination.
■ CERD prohibits discrimination in the areas including voting, education, health,
housing, property, social security, and employment. It defines discrimination
broadly to include laws with "the purpose or effect" of impairing enjoyment of
human rights. It also calls on governments to take appropriate measures to
review and eliminate laws that create or perpetuate discrimination.
The Convention Against Torture (CAT)1 ratified in 1994.
■ The CAT requires measures to end acts of torture and criminalize them. It also
calls for governments to prevent acts of cruel, inhuman and degrading
treatment, and to investigate allegations of such treatment.
Two Optional Protocols to the Convention on the Rights of Child, ratified in
2002:
• The Optional Protocol on the Sale of Children, Child Prostitution and Child
Pornography. This Protocol provides detailed requirements aimed at ending the
sexual exploitation and abuse of children, as well as other forms of forced labor
and illegal adoption. It further calls for legal and support services for children
and international cooperation in efforts to end these abuses
• The Optional Protocol on the Involvement of Children in Armed Conflict.
This Protocol aims to limit the participation of those under 18 in recruitment and
deployment and to provide basic protections to former child soldiers.
For each treaty, there is a permanent United Nations body of experts charged with
monitoring countries' compliance with human rights obligations in that treaty. Ratifying
countries are required to periodically report to these monitoring bodies on their progress in
meeting their human rights commitments under the treaty. Civil society also has an
opportunity to provide an assessment of compliance with treaty obligations. Ultimately, the
treaty body issues Concluding Observations, summarizing concerns and recommendations
that the country under review should address.
The U.S. will be reviewed for its progress implementing the CERD in August, 2014 and CAT in
November, 2014.
COLUMBIA LAW SCHOOL
HUMAN RIGHTS at HOME AblIUMANRIGIITS INSTITUTE
THE 2014 ICCPR REVIEW
In March of 2014, the U.S. underwent a formal review of its compliance with the ICCPR.
A delegation of U.S. federal agency representatives, as well as a mayor, state attorney
general and local human rights agency representative traveled to Geneva to participate
in the review and represent the United States. At the conclusion of the review, the U.N.
expert Committee issued a number of conclusions and recommendations regarding the
United States. These Concluding Observations touch on issues of federal, state and local
concern, including racial profiling, gun violence, domestic violence, voting and
homelessness.
II. THE UNIVERSAL PERIODIC REVIEW ( "UPR")
The United Nations Human Rights Council reviews the human rights records of all 193
United Nations Member States once every four years through the Universal Periodic
Review ("UPR") process. This peer review process provides an opportunity for each
country to discuss what actions it has taken to fulfill its human rights obligations and
presents non - governmental organizations with an opportunity to advocate for greater
protection or publicize human rights violations. The United States underwent its first
UPR review in 2010 and will be reviewed again in 2015.
The 2010 UPR resulted in 228 recommendations for ways in which the United States
can improve human rights conditions domestically. Like recommendations from the
ICCPR review, many of these recommendations relate to issues within state and local
government jurisdiction, including employment, housing and criminal justice. The
second review, next year, will focus on U.S. progress in implementing the
recommendations from the 2010.
For more information on ways that state and local governments can use human rights to
advance local policy, visit the website for Columbia Law School's Human Rights Institute:
http:/ /web. law.columbia.edu/ human - rights - institute /human- rights- us/treaty-
im plementation /state- and - local -work
MINUTES
CITY OF EDINA MINNESOTA
ENERGY & ENVIRONMENT COMMISSION
EDINA CITY HALL COMMUNITY ROOM
Thursday May 8, 2014
7:04 PM
I. CALL TO ORDER 7:04p.m.
II. ROLL CALL Answering Roll Call was Bale, Glahn, Gubrud, Kostuch, Latham, Rudnicki, Sokol, Thompson, Waddick,
Zarrin, and Chair Heer.
Absent: Howard
Late Arrival: Sierks
Staff Present: Ross Bintner and Rebecca Foster
III. APPROVAL OF MEETING AGENDA
Motion made by Member Latham and seconded by Member Gubrud to approve the Meeting Agenda. Motion
carried unanimously.
IV. ADOPTION OF CONSENT AGENDA
A. Minutes. Member Latham on VI. E. fourth sentence from bottom add 'Based on the doctrine of
sovereign immunity Commissioner Latham believes that, the City would not be liable, absent negligence
on the City's part, " Member Latham removed "the" in VI. F. first sentence.
Motion made by Member Thompson and seconded by Member Kostuch to approve the amended Minutes.
Motion carried unanimously.
B. Attendance report and roster. No Comment.
C. Workgroup list and minutes. Chair Heer and Member Sokol suggested changing the Student
Subcommittee to a Working Group to invite students attending secondary schools in Edina in
environmental and energy clubs. By doing this the monthly reports will be more informative and help
promote EEC event better.
Motion made by Chair Heer and seconded by Member Thompson to form the Student Working Group.
Motion carried unanimously.
Motion made by Member Latham and seconded by Member Kostuch to approve the remaining Consent
Agenda. Motion carried unanimously.
V. COMMUNITY COMMENT. No Comment.
VI. REPORTS AND RECOMMENDATIONS
A. Minneapolis Sustainability Efforts. Gayle Prest, Sustainability Director for Minneapolis, gave an update
on what they do. Minneapolis uses the St Paul Port Authority to approve Solar Panel projects. She
reviewed the City's Climate Action Plan on how to reduce the City's citywide greenhouse gas emissions.
They are tracking their greenhouse gas reduction through National Protocol for City's with ICLE. Gayle is
proposing on how we can work better with Hennepin County due to lots of grants available.
Member Sierks arrived at 7:34p.m.
B. Burnsville Sustainability Efforts. Sue Bast, Environmental Specialist, for Burnsville. The City adopted
Green Steps in 2009. A consultant was hired to educate the Burnsville Council members and City staff
and devised a plan for the city that included educating staff, selecting a sustainability coordinator (part
time role for existing employee) and a sustainability council with members from all City departments.
The City has a sustainability checklist in the Planning Dept. Their Council has all staff working on goals.
Burnsville said they are on track to meet 15% CO2 reduction in City Operations by 2015.
C. Preparation and prioritization for June 3 CC /EEC Meeting. Chair Heer reviewed the draft Agenda for the
City Council Work Session on June 3`d. The topics will be proposed ordinance changes to permit Bee and
chicken - keeping, discuss EEC role in City's efforts to realize Comprehensive Plan Chapter 10
environmental commitments in the City's operation and an update on the Business Recycling.
D. PACE Advisory. Member Sierks explained that St. Paul Port Authority will administer the PACE program
instead of the EEC liaison. The City would need to enter a joint powers agreement with them. The only
action required of the City would be to place a lien on the property, collect the money every six months
and remit to SPPA. This will only be for Commercial property owners.
Motion made by Member Sierks and seconded by Member Gubrud to send the PACE Advisory to Council.
Motion carried unanimously.
E. Local Food Working Group. Member Latham gave an update on the edits from the Police Dept. for the
proposed ordinance changes to permit Bee and chicken- keeping. The Police Dept. need an annual
renewal for safety in case an owner wants to discontinue the hive. Speak Up Edina had 32 residents
participated in the bee and chicken keeping discussion with 100% support. The Police Dept. would like a
$20 fee for bee keeping for mailings. The Police Dept. said there should be a better appeal process.
VII. CORRESPONDENCE & PETITIONS
A. Open Meeting Law Violation. Mr. Bintner reminded Commissioners that they can't email a majority due
to the Open Meeting Law standards.
Members Rudnicki excused himself from the meeting at 8:45p.m.
VIII. CHAIR AND COMMISSION MEMBER COMMENTS
A. Building Energy Efficiency Subcommittee. Member Sierks said the group learned how the City plans and
designs energy projects. Each City building has different owners and budgets. Mr. Barnes has no
authority or budget he can only make suggestions. There is a State program to help review the facilities
on energy use.
B. Business Recycling Working Group. Member Zarrin said there are five restaurants at 501h & France doing
organic recycling. There is a passcode on the dumpster so that garbage won't be mixed with it. The
Galleria and Southdale Shopping Center are the next goals to achieve.
C. City Environmental Considerations Subcommittee. Members Kostuch and Heer meet with Eric
Roggeman, Asst. Finance Director, and said Eric talked to City staff about adding the new sustainability
form to the CIP by the end of May. Member Kostuch said City vehicles are not in CIP process as vehicles
are replaced as needed by City departments via their individual budgets.
D. Community Solar Subcommittee. Member Sierks said the next meeting will be a scoping meeting. The
topics will be looking for potential sites for a solar project, for community solar do you want to contract
the program and maintenance of the panels, discuss bidding requirements and does the City want more
than one site.
E. Education Outreach Working Group. Member Thompson thanked all the volunteers that helped with
the April 28th event. There were 110 attendees. The movie "Bag It" will be held on May 16th. The July
4th parade theme is "Deeper Shade of Green ".
F. Home Energy Squad Subcommittee. Member Gubrud said there are nine discounted visits left.
G. Recycling and Solid Waste Working Group. No update.
H. Student Subcommittee. Member Sokol said Project Earth raised $700 of the $6200 needed for the solar
charging station. There was a charging station installed at the Media Center, but it's not solar, so maybe
the cost will be lower through a conversion.
I. Water Quality Working Group. Member Waddick said the group is trying to figure out what they are
doing. She hopes to focus on Storm Drains and runoff. She visited the City of Minneapolis to review
their Storm stenciling kits. Nine Mile Creek Watershed will let the group know what areas of the city are
left to stencil or be refreshed.
Water Bottle Advisory. Member Zarrin gave an update on the profit of the City's water bottle sales. The
EEC is encouraging the City to reduce its water bottle sales and install hydrations stations. The high
school has five hydration stations.
Motion made by Member Latham and seconded by Member Waddick to accept two changes and
forward the advisory to Council.
Roll Call was taken:
Ayes: Gubrud, Latham, Sierks, Thompson, Waddick, Zarrin and Chair Heer.
Nays: Glahn, Kostuch
Absent: Howard, Rudnicki
Motion Carried.
K. 2014 EEC Summary and Schedule. Mr. Bintner said he'll plan an August infrastructure tour again.
IX. STAFF COMMENTS
A. Council Communications. Mr. Bintner reviewed the "Communications with the City Council" for Boards
and Commissions.
B. EEC Budget Summary. Mr. Bintner will bring EEC Budget Summary to June meeting.
C. City Projects, No Comments.
There being no further business on the Commission Agenda, Chair Heer declared the meeting adjourned at 9:46 p.m.
Motion made by Member Thompson and seconded by Member Zarrin to adjourn meeting. Motion carried
unanimously.
Respectfully submitted,
Rebecca Foster
GIS Administrator
4
EDINA COMMUNITY HEALTH COMMISSION
CITY OF EDINA
MAYOR'S CONFERENCE ROOM, EDINA CITY HALL
TUESDAY, MAY 6, 2014
6:30 PM
CALL TO ORDER
The meeting was called to order at 6:31 p.m.
II. ROLL CALL
Answering roll call members were Melinda Bothun - Hurley, Kristen Connor, Tone Deinema,
Nadia Martyn, Ginny Ogle, Alison Pence, Michael Sackett, Joel Stegner, Staff Liaison Jeff
Brown and guest MJ Lamon. Absent were members Kumar Belani, Matt Doscotch and
Student Member Aditya Mittal.
New member, Ginny Ogle, introduced herself to the Commission members. MJ Lamon
explained her role with the City.
Vice Chair Stegner (acting as Chair) reviewed the attendance policy. The June Meeting will
count as two meetings since there is a Council work session with a regular meeting to
follow. Guest Lamon explained that a total of 4 nonconsecutive meetings per year or 3
consecutive meetings missed will result in the member being removed from the
Commission.
III. APPROVAL OF MEETING AGENDA
The motion to approve the Agenda was made by Member Pence. The motion was seconded
by Member Connor. All voted aye. Motion carried.
IV. ADOPTION OF CONSENT AGENDA
A. Approval of March Minutes
The motion to approve the March Minutes was made by Member Martyn. The motion
was seconded by Member Pence. All said aye. The motion carried.
IV. COMMUNITY COMMENT
None.
VI. REPORTS /RECOMMNDATIONS
A. Annual Election of Officers (Terms beginning at June meeting)
Elections were discussed as Chair Doscotch's term has come to an end. Member Sackett
nominated Member Stegner for Chair. Member Pence volunteered for Chair. Member
Bothun - Hurley volunteered for Vice Chair. Member Stegner withdrew his nomination.
Member Stegner motioned to approve the appointment of Member Pence as Chair and
Member Bothun - Hurley as Vice Chair. Member Sackett seconded the motion. All said
aye. The motion carried. New appointments will be effective at the June meeting.
B. Electronic Cigarettes /Vapor Lounges (Member Conner, Legislation Update; Consider
Adoption of the City Clean Air Ordinance; Discuss Status of Scientific Literature;
Recommendation to Council)
Member Conner explained legislation in the House and Senate is moving forward with
voting taking place at the end of the week. The Senate bill has language to include e-
cigarettes, sales to minor users and inclusion in the Clean Air Act. The less restrictive
House bill does not include the Clean Air Act piece but does address sales to minors. The
bill regarding sales to minors is likely to pass but inclusion in the Clean Air Act may not.
This puts the Commission in a position to make recommendations to the Council
regarding the City Ordinance. Member Martyn recently attended an Edina Chemical
Health Partners meeting and heard a presentation about e- cigarettes organized by
ANSR, the Association for Nonsmokers - Minnesota. ANSR is available to attend a
Commission meeting. Member Conner proposed that an ordinance be drafted but not
presented until legislative session ends so that it can be adjusted if necessary. Member
Bothun - Hurley suggested that draft resolutions be put in order to get something to the
council right away as the session ends May 19. The Commission should be proactive and
bring something to the Council before being asked. Acting Chair Stegner inquired about
whether the group agreed with Member Connor. Member Sackett suggested it be less
restrictive so that business could make its own decision. Member Pence suggested it be
restrictive as it might get loosened with revisions. Member Bothun - Hurley said from the
health perspective, the bar should be set high. Staff Liaison Brown said that
Bloomington's Advisory committee is presenting their proposal on June 6. Member
Bothun- Hurley motioned that Member Connor take the lead and the Adult
Subcommittee work on the draft. Member Sackett seconded the motion. All said aye.
The motion carried. A draft will be circulated before the next meeting. It was suggested
that a list of cities that have already taken action be included.
C. Minnesota Anti - Bullying Legislation (Member Sackett)
Safe and Supportive Schools Act 2014 -2015 Bullying includes off campus electronic
posts. Smaller districts are not in favor as they consider it to be an unfunded mandate.
The Chemical Health Group has been dealing with the bullying issue. Member Martyn
will ask Chair Doscotch to get information from that group about how big of an issue
this is in Edina.
D. Status Update on Grandview Development (Staff Brown)
The Development Group is struggling to agree on how to decide how the property is to
be used. There is still time for the Commission to have input on the land use. Member
Bothun - Hurley shared an e-mail from Chair Doscotch. "The CHC has voiced its concern
that, and expectation for, the City to consider the Health of the community in making
decisions on the use of the site. The CHC believes consideration should be given to the
use of the site that promotes the physical, mental, and social well -being of those that
live and work in Edina. A Health in All Policies approach. One possible site use is
something that supports fitness and also has a multi -use component such as rooms to
rent for events or space dedicated the arts (may support any one of the physical,
mental, and social - wellbeing of residents). With regard to Seniors, The Senior Center is a
block away and provides easier access to fitness activities (particularly during the
winter, when activity levels can be influenced by weather) rather than the sites located
throughout the City that require additional travel (e.g., traveling to Edinborough Park for
swimming activities at a facility that is not comparable to other City run pools). Also,
access can be hampered by cost. Other city fitness centers appear to offer fitness
opportunities at a lower cost, particularly for seniors, than private clubs. The goal is to
get this information into the minutes so the City Council understands our request that
Health be considered and potentially relevant points regarding the same." Member
Conner recommended that the Commission work to be involved in the planning process.
A plan will be formulated at a future time.
E. 2014 Work Plan and Subgroup Health Improvement Opportunities (HIOs) Progress
Update
i. Communications: Member Stegner
Subgroup members are Member Stegner and Chair Doscotch. They have been
reviewing the website for accuracy. Currently the Commission Chair is not listed
correctly. The member photo is out of date. It was suggested that a new group
photo be taken at the June meeting and again in September. Each Subgroup should
think about what to resources to include on the site.
ii. Youth: Member Martyn (includes Edina Chemical Health Partners Update).
Subgroup members are Martyn, Ogle, Sackett. Chair Doscotch has also been
attending the meetings. It should be noted that the students should attend
depending upon availability. Chemical Health Partners update — Life of the Athlete
student group approached the Boosters for funding. The Boosters will be voting on
it. Good Samaritan Law —the group was responsive to it being positive. Social Host
Ordinance— if parents are not physically in the home, it is difficult to include them in
the current statute. See what other comparable cities have done for their ordinance
and sent the information to Member Martyn. Chaska, Shakopee, Lakeville have
statutes that work. Do we need stricter penalties? Edina ordinance is from 1970. It is
still used to enforce. Get permission in June from the Council to work on it. Law
enforcement support is important. Possibility is to invite the Chief to a meeting. It
seems that the best way to approach binge drinking is through the parents.
Communication in a parent newsletter — write an article about student health and
student survey — positive and negative — in September.
r
iii. General /Senior: Member Hurley
Subgroup members are Connor, Bothun - Hurley, Pence and Belani. The group has a
brainstorming session on ways to address adult /senior health.
F. City Mission and Vision Update (Member Pence: update and discuss potential
approaches to health in all policies (as applicable, inclusion of health concepts in each
City vision objective), consider alternatives of creating a separate vision statement on
health or incorporation of concepts of health throughout the document to further
health in all policies objective).
Member Pence discussed how the Commission was tasked with updating the
Mission /Vision Statement to incorporate Health in All Policies for Vision 20/20. It is a
working document. The Council received the proposal from the CHC on August 9, 2013
but has not yet adopted any of the recommendations. It can be addressed at the June
Council meeting.
G. Develop Agenda of Items to Discuss with Council at June Work Session (potential topics
to address, assignment of responsibilities, and preparation for meeting)
Council Meeting Agenda Items —
Shift toward public education
Student survey
Social Host Ordinance
E- cigarettes
Grandview
Health in All Policies
VII. CORRESPONDENCE
None.
VIII. CHAIR AND COMMISSION MEMBER COMMENTS
Member Pence shared that Bloomington SHIP has hired a new coordinator. Bloomington
Health Department's new director starts at the end of the month. The SHIP RFP is to work
on sugar sweetened beverages with different ethnic communities. Edina Community Ed
received a grant for Act on Alzheimer's. The goal is to set up dementia friendly community.
Staff Liaison Brown shared that a new field inspector (Environmental Health Specialist) has
been hired for the Health Department.
Guest Lamon spoke about the Heritage Preservation Board's Advisor blog. The Commission
could assist with responsibilities. There is a requirement of one post per week but split
among four or five boards, it would only be about every 6 weeks. Commissions are required
to have a contact person. A staff person (Staff Liaison Brown) needs to vet it for content and
then it goes to communications. The Commission has expressed an interest in being
included. The Commission needs to decide on a topic for the first post as soon as possible.
Staff Liaison Brown will be responsible for making sure it meets guidelines. Guidelines for
the blog are being developed and will be distributed by Staff Liaison Brown. First blog could
be an introduction to the group.
Regarding anti - bullying, Guest Lamon shared that the HRC has anti - bullying on their work
plan. This is a cross -over area. It is possible for groups to partner for events, etc.
Subgroups should meet before the next meeting if possible.
X. Adjournment
Motion to adjourn was made by Member Martyn. Member Pence seconded the motion. All
voted aye. The meeting was adjourned at 8:14 p.m.
COMMUNITY
HEALTH
COMMITTEE
NAME
TERM
IJI
F
M
A
M
J
I J
I A
I S
1 O
1 N
I D
I Work Session
Work Session
# of Mtgs.
Attendance %
Meetings/Work Sessions
:
1
1
1
1
1
1
1
7
Bothun - Hurley, Melinda
2/1/2017
1
1
1
1
1
61312014
1
(enter date)
6
86%
Belani, Kumar
2/1/2016
1
1
1
3
43%
Doscotch, Matt
2/1/2016
1
1
1
1
1
1
6
86%
Martyn, Nadia
2/1/2015
1
1
1
1
1
1
1
7
100%
Conner, Kristen
2/1/20151
1
1
1 1
1 1
1
1
1
7
100%
Ogle, Virginia
2/1/20171
1 1
1
1
1
4
57%
Sackett, Michael
2/1/20171
1
1
1 1
1
1
5
71%
Stegner, Joel
2/1/2016
1
1
1
1
1
1
1
7
100%
Pence, Alison
2/1/2017
1
1
1
1
1
1
6
86%
Deinema, Tone
Student
1
1
1
1
1
5
71%
Mittal, Aditya
Student
1
1
1 1
1 1
1
1
6
86%
Liaisons: Report attendance monthly and attach this report to the Commission minutes for the packet.
Do not enter numbers into the last two columns. Meeting numbers & attendance percentages will calculate automatically.
INSTRUCTIONS: Counted as Meeting Held (ON MEETINGS' LINE) Attendance Recorded (ON MEMBER'S LINE)
ular Meeting w /Quorum Type "l " under the month on the meetings' line. Type "1" under the month for each attending member.
Regular Meeting w/o Quorum Type "1" under the month on the meetings' line. Type "1" under the month for each attending member.
Joint Work Session Type "1" under "Work Session" on the meetings' line. Type "I" under "Work Session" for each attending member.
Rescheduled Meeting` Type "1" under the month on the meetings' line. Type "l under the month for each attending member.
Cancelled Meeting Type "1" under the month on the meetings' line. Type "1" under the month for ALL members.
Special Meeting There is no number typed on the meetings' line. There is no number typed on the members' lines.
'A rescheduled meeting occurs when members are notified of a new meeting date /time at a prior meeting. If shorter notice is
given, the previously - scheduled meeting is considered to have been cancelled and replaced with a special meeting.
MINUTES
OF THE REGULAR MEETING OF THE
VETERANS MEMORIAL COMMITTEE
HELD AT CITY HALL
APRIL 18, 2014
7:30 AM
1. CALL TO ORDER
Chairman Olson called the meeting to order at 7:35 am
11. ROLLCALL
Answering roll call were Members Benson, Cardarelle, Christiaansen, Crain, Currie,
Elliott, Olson, Reed, and Schwartz.
Members Absent: Member Kojetin.
Staff in attendance: Kristin Aarsvold, Edina Park and Recreation Department
Supervisor.
Others in attendance: None.
Ill. APPROVAL OF MEETING AGENDA
The agenda was approved as presented.
IV. ADOPTION OF CONSENT AGENDA
A. Approval of the March 21, 2014 Veterans Memorial Committee Meeting
Minutes.
Schwartz referenced a motion that he made and advised that Member Kojetin was the
second for that motion.
Motion by Member Reed and seconded by Member Cardarelle to approve the
meeting minutes from the March 21, 2014 meeting as amended.
Ayes: Benson, Cardarelle, Christiaansen, Crain, Currie, Elliott, Olson, Reed, and
Schwartz. Motion carried.
V. COMMUNITY COMMENT
There were no members of the general public present at the meeting.
Vl. UPDATE ON MEMORIAL SCULPTURE
Member Benson advised of an upcoming date for the local Edina television station to
shoot footage that could be used for publicity purposes.
Member Reed explained that the sculpture will be completed in phases and the
television station is willing to shoot the different stages.
Chair Olson noted that perhaps when the Members are at the sculptor they could take
some still photos as well.
V/l. OVERALL DESIGN DISCUSSION
Member Elliott referenced the bonding bill and advised that the City Council has to see
proof of full funding available before approval to move forward will be given. He
reviewed the proposed timeline for construction to begin, should all the items fall into
line for the funding.
Chairman Olson confirmed that $225,000 was requested in the bonding bill. He stated
that the Committee will either get the funds or will not through the bonding but advised
that he has heard positive comments and the request is moving along. He reviewed
the funds raised thus far.
Member Elliott noted that if the bonding is not received the Committee would need to
raise an additional $125,000 before construction could begin. He also referred to the
design elements and noted that originally the Committee had planned specific types of
recognition for large donors but advised that only one large donor has come forward.
He questioned the type of recognition that smaller donors would receive. He wanted to
ensure that the recognition of donors was well thought out and planned in order to be
fair and consistent.
Member Reed noted that there is sufficient space on the pillars that could be used to
engrave names of donors and advised that larger donors could be identified with
different types, and /or size, of font. He did not want to see engraving on too many
items as he believed that would take away from the aesthetic.
Member Crain stated that one pillar could have company names, as in those that
provide in -kind services, and another pillar could be used to recognize resident donors.
He stated that if someone wished to sponsor a bench, engraving could occur on the
bench for that donor.
Member Elliott explained that he would just want to ensure fairness for those that
donated.
Member Currie stated that perhaps an online living book could be created to recognize
the donors. He advised that the donors could be recognized on gold, silver, and
bronze levels.
Chairman Olson stated that prior to the next meeting he will draft a proposed policy for
the naming rights and donor recognition.
Member Elliott believed that the Committee should further consider the criteria of the
donations that will provide the naming rights. He advised that currently the naming
right for a bench is set at $50,000, which may be too high.
Member Crain did not believe that the cost should be lowered less than $10,000 for the
naming rights for the bench.
Member Christiaansen stated that perhaps the donors on the list should be contacted
to determine if they would be interested in naming rights.
Member Elliott referenced the design for the medallions and advised that at the
previous meeting, five services were proposed for recognition, there was discussion on
whether to include the Merchant Marine. Member Elliott asked for clarification.
Member Schwartz stated that he initially pushed to include the Merchant Marine but
explained that during WWII that section became a part of the Navy and therefore are
recognized. He advised that the Committee did vote not to include the Merchant
Marine separately as they become a part of the Navy during times of war.
Motion by Member Reed and seconded by Member Benson to reconfirm
inclusion of five service insignia including the Army, Navy, Marines, Cost Guard,
and Air Force.
Ayes: Benson, Cardarelle, Christiaansen, Crain, Currie, Elliott, Olson, Reed, and
Schwartz. Motion carried.
Member Elliott stated that he has been working with the Watershed and believed that a
site visit will occur the following week, weather permitting. He advised that notification
of residents within 600 feet of the project site will need to occur.
Member Cardarelle noted that he has been providing contact information for Member
Elliott to the in -kind vendors.
M. FUNDRAISING
Chairman Olson provided an update on recent fundraising contacts and efforts. He
noted that once the in -kind donations are determined the final amount needed for
fundraising will be better known.
Member Currie again referenced the idea of a website that could be used to create a
living website that could recognize donors. He explained that donors could have the
ability to post a story about their loved one they donated in memory of.
Member Benson questioned the cost to create and manage a website.
Ms. Aarsvold stated that perhaps this would be the time to speak with the Edina
Community Foundation to determine how they could help with a website. She noted
that she could also speak with the City Communications Department.
The Committee also discussed possible fundraising leads.
Member Elliott confirmed that if the construction begins in July there should not be a
problem completing the project this year. He explained that construction cannot begin
before the funds are secured. He also advised that Dick Crockett would like to speak
about the project at the July 3 d Veteran's dinner.
IX. MARKETING
No report.
X. ADJOURNMENT
Meeting adjourned at 8:30 a.m.
MINUTES OF
CITY OF EDINA, MINNESOTA
TRANSPORTATION COMMISSION
COMMUNITY ROOM
MAY 15, 2014
6:00 P.M.
ROLL CALL Answering roll call were members Bass, Boettge, lyer, Janovy, La Force, Nelson, Olson, Sierks, Spanhake,
and Whited.
ABSENT Member Van Dyke.
APPROVAL OF MEETING AGENDA
Motion was made by member LaForce and seconded by member Nelson to approve the meeting agenda. All voted
aye. Motion carried.
APPROVAL OF MEETING MIN
REGULAR MEETING OF APRIL 17, 2014 — Approved as corrected.
Motion was made by member Nelson and seconded by member Boettge to approve the amended minutes of April
17, 2014. All voted aye. Motion carried.
COMMUNITY COMMENT
Mr. Art Thelemann, 5132 Valley View Road, said he had crash analysis that indicated that the proposed Birchcrest B
sidewalk would send pedestrians through three crash zones. Instead of this sidewalk, he proposed the Birchcrest
Multi -Use Trail from Benton Avenue to Tracy Avenue connecting to Nine Mile Creek Trail when constructed and
connecting to the Wyman Avenue Bridge over TH -62 to W. 63`d Street. Along Normandale Road between Benton
Avenue and the church, he suggested constructing the sidewalk along the east side instead of the west side.
Suggested construction schedule is 2017 in conjunction with the Birchcrest C Neighorhood Reconstruction and
financing would be from PACS fund reserves over 2015, 2016 and 2017. Mr. Thelemann said city engineer Millner has
some concerns with the multi -use trail.
REPORTS /RECOMMENDATIONS
Discussion with Edina Police Department
Chair Bass thanked Chief Nelson for meeting with them. She said the ETC have always talked about the importance
of a partnership with the Police Department and asked what the department's priorities are for 2014. Chief Nelson
introduced himself as a 23 -year employee who has held various positions. He said in his most recent position as
deputy- chief, his primary focus was staffing needs and since becoming chief, this continued to be his primary focus
as he worked to fill the position he vacated, plus hiring seven officers because of retirements. He said he is learning
about the various boards and commissions and have met with a couple of them so far.
As it relates to transportation and traffic, Chief Nelson said they are working on the following:
1. Teaching bike safety to students;
2. Bike patrol at the Promenade, Centennial Lakes and other parks beginning Memorial weekend (sponsored by
the Crime Funds);
3. Teaching teen driving rules at the high school (sponsored by AAA);
4. Sending an officer for Q &A session at the AAA driving school (partnership with St. Louis Park);
5. Focus -In topic for May is Bike Safety;
VW
6. Focus -In topic for June will be Share - the -Road campaign (flyers /brochures will be distributed throughout the
community).
Chief Nelson said he's heard about the Active Routes to School (ARTS) plan but is not yet familiar with it. Chair Bass
said as part of the ETC's work plan, they are working to develop a culture and respect for all modes of transportation
and the ARTS plan include an educational campaign component with funds from a grant. She noted that the ETC's
and Police's efforts were very similar and asked how they could work together to deliver these messages. She asked
about the curriculum that they are using the in the schools and their share - the -road campaign. Chief Nelson said the
school curriculum was prepared by Sgt. Olson and he is not sure where it came from. Chair Bass said the school
district has a new curriculum from MNDOT that will be piloted through Community Education (Walk! Bike! Fun!). She
also noted that Bike Edina has a history of doing Bike Rodeos and that it would be good to team up. Member Olson
said the Police are usually involved with the rodeos.
Continuing, chair Bass said the Traffic Safety Reports shows recurring issues of speeding and stop sign violations and
these were reinforced in the most recent Quality of Life survey. She said the ETC would like to develop a more
satisfactory response like traffic calming, for example, and asked if there are other tools that might be helpful like
administrative citations. Chief Nelson said they've discussed the use of administrative citations and the City would
benefit because it would keep more of the revenue but Hennepin County does not support this because it would
reduce their budget. He said City Code could allow this but there is a strong recommendation against it.
In reference to speeding and writing tickets, Chief Nelson said they do not write tickets for 5 mph over the speed
limit for various reasons — the volume of traffic; it is not considered a safety hazard on most streets; there is a margin
of error on their radar guns and contesting these tickets in court is time consuming and expensive. Member Whited
said the intersection at 60th & Chowen has been a problem for some time now and there was a police presence in the
mornings but she has not seen one for a while. She asked what can be done to calm the situation and prevent people
from yelling at each other. Chief Nelson said when they receive complaints they assign off -duty officers to the
locations and data is collected. 601h & Chowen will be added to the complaint list and the data will be available. Chair
Bass said they could provide a more satisfactory response if they could coordinate a cohesive process of
enforcement, engineering, etc.
Member Janovy asked if the data that they collect is transferred to the Engineering Department and the Chief said
no; he said it is only a snapshot and may not be justified. Member Janovy said the information could be valuable for
planning and effecting changes. Chief Nelson explained that they have a $20,000 budget specifically for complaint
areas where they assign off -duty officers (begins in the spring until funds are gone) and asked if the data they collect
would benefit Engineering. Planner Nolan said oftentimes residents are requesting assistance from both Engineering
and Police for the same issue so having the data would be helpful.
Member Boettge said the Police was responsive to her call for traffic calming at 70th but hearing the frustration and
fear and knowing that up to 5 mph over the speed limit is okay, she wondered if they are attacking the problem at
the wrong level and asked if there was anything the ETC could do. Member Janovy said MNDOT tried reducing the
speed limit to 25 mph but it would have been a burden on small communities to replace their signs so they were not
successful.
Member lyer asked if they were using technology that could replace posting officers. Chief Nelson said they are not
using technology that would replace posting officers in part because of the experiences of City of Minneapolis and
others not being able to prove their case in court when violations are captured by cameras. Additionally, he said
mounted speed cameras are not calibrated regularly like radar guns in squad cars that are calibrated at the beginning
of each shift. Member lyer said it could be used as a deterrent. Chief Nelson said they have one radar trailer that cost
approximately $11,000 and it is placed based on complaints. Planner Nolan was asked if the PACS fund could buy
another trailer and he said it is possible but this would not be on his short list of priorities.
2
Chair Bass explained that they are working on developing implementation strategies for the Living Street Policy
which directs the City to consider the needs of all users and better manage the environment. They are also working
on the ARTS plan and the primary focus is encouraging walking and biking to school where it is safe and making it
safe where it is not. She said the biking on sidewalk ordinance re- emerged because of the ARTS plan and feedback
from the high school student council was that they would bike to school but they knew it was illegal to bike on the
sidewalk and their parents would not allow them to bike in the street. Additionally, she said a parent survey showed
school speed zone and enforcement as a concern and parents' perception was that enforcement was irregular. Chief
Nelson said their regular enforcements are at the beginning of the school year and again in the spring after the snow
melts; otherwise enforcement is complaint driven.
Chair Bass said they are developing a pedestrian plan and prioritizing where sidewalks are built and said this would
also be a good opportunity for them to collaborate. Member Janovy asked if is pedestrians is a theme in their
monthly Focus -In program. She said oftentimes pedestrians walking /running at nights without reflectors, not using
sidewalk, etc. and asked if these behaviors are enforced. Chief Nelson said no and he said as an officer on patrol
probably would not be looking for a pedestrian running /walking in the street and this would not cross his mind as
being dangerous. Member Whited suggested using the "Friendly Reminder" section in About Town to remind
everyone how to behave as pedestrians.
Regarding enforcement, Chief Nelson said if they cite someone for operating their bike carelessly on the sidewalk, it
is a misdemeanor, jail -able offense with a $1,000 fine and it impacts their driver's license, even if they are not yet old
enough to drive, and their insurance rate. He said one year they cracked down on bikers not stopping at stop signs
and received numerous complaints because of the impact and possibly losing their driver's license while biking and,
it was time consuming going to court. After realizing the impact, they decided to write citations under a different
statute that allows them to enforce the behavior but not impact their driver's license and insurance rate. Chair Bass
said this underscored the need to modify behavior and teaming up to reinforce messages through multiple channels.
Chief Nelson asked how would the ETC get their messages out and chair Bass said they are still working on this but
there are several models around the country. She said it could leverage many city communications channels,
including social media, website, publications, the signboard outside city hall, cable access and working with
community partners.
The ETC thanked Chief Nelson for visiting with them and he likewise thanked them for the invitation.
Citywide Crosswalk Standards
Planner Nolan said the ARTS plan recommended creating standards for crosswalks and the City Council directed staff
to create the standards. He said staff is recommending the enhanced, high visibility Continental pattern that the City
currently uses most often for regular crosswalks and in school zones the Ladder -type for more emphasis. There are
also specialty crosswalks like the ones in the 50th & France District and Duratherm next to City Hall on W. 50th which
is being phased out. The recommended crosswalk marking materials are latex paint and thermoplastic.
Thermoplastic application requires specialty equipment that would be purchased using PACS fund and Public Works
staff would do annual maintenance.
Chair Bass asked whether staff had considered evaluating other types of specialty sidewalks or if staff had discussed
a plan for phasing them out or replacing them as -is. During discussion, planner Nolan said when to use latex vs.
thermoplastic is still to be determined and he is not sure if they would change out specialty crosswalks like the ones
at 50th & France for another design.
Motion was made by member LaForce and seconded by member Whited to accept staff's recommendation.
All voted aye.
Motion carried.
3
Olinger Boulevard Mill and Overlay Project
Planner Nolan said Olinger Boulevard from Vernon Avenue to Tracy Avenue is scheduled for a mill and overlay this
summer and staff is planning on adding bike treatment as it is listed as a primary bike route. Residents were invited
to a meeting and they were generally supportive of bike treatment (i.e. sharrows) but would like to keep the existing
on- street parking. The existing width of the roadway will not accommodate dedicated bike lanes on both sides with
parking, so to maintain parking staff is proposing a combination of treatments that will include dedicated bike lanes
and shared -lane (sharrow) markings. A variance would be required from MNDOT's Municipal State Aid for a 13 -ft
lane instead of the required 14 -ft lane.
Member Nelson expressed concerns with the combined treatments and said the road does not seem to have a lot of
traffic and drivers are probably not going fast because of the configuration of the road. He suggested striping a fog
line for parking, adding a centerline and eliminating the dedicated bike lanes to reduce the combination of
treatments. Another suggestion by member Nelson was to use the park's path and planner Nolan said staff discussed
this but decided against it because the users of the park path are different than those using on- street facilities (and
recently, the Park Board voted to change the path to two -way in anticipation of the Nine Mile Creek trail).
Member Janovy asked about ADT data and if the centerline is necessary. Planner Nolan said they are currently
collecting data because they wanted to include the traffic associated with the new senior housing complex and he
estimated the traffic count to be 1,500- 2,000. Member Janovy said she is becoming more in favor of a naked street
where everyone figures out their own space based partially on her observation of W. 44th Street which is functioning
well. Without knowing traffic volume, she does not believe the bike lane is needed and does not like mixing
treatments. Member lyer concurred on the mixing of treatments and member La Force added that he too is in more
in favor of a naked street.
Member Spanhake suggested sharrows the entire length of the roadway. She said adding markings will help the
community to recognize biking and she supports the continued use of Edina's Comprehensive Bicycle Plan. Member
Olson agreed that the markings reinforce the message and prefers staff's recommended bike lanes. Chair Bass added
that it would be helpful to communicate to bikers that there is a place for them and that it is not only about traffic
volume but also bike volume, with Bredesen Park being right there.
Motion was made by member Nelson and seconded by member Janovy recommending use of consistent sharrow
markings and /or signs the entire length of the roadway and parking bay as recommended by staff.
Aye: Bass, Boettge, lyer, Janovy, La Force, Nelson, Spanhake, and Whited.
Naye: Olson.
Motion carried.
Member lyer asked for clarification on the variance and planner Nolan said the ETC's motion does not require a
variance.
Xerxes Avenue Bump- Outs /Lane Configuration — Minnehaha Creek to TH62
Planner Nolan said Hennepin County has proposed installing permanent bump -outs when they do their mill and
overlay project. The bump -outs would be from the creek to TH62 and lane configuration over the bridge would
remain as is. He said area residents and City of Minneapolis are supportive while commuters prefer a 4 -lane
roadway. Area residents wanted something more aesthetically pleasing but it could not be done at this time because
it is not a reconstruction project. Staff recommended approval and after discussion, the ETC concurred.
Traffic Safety Committee Report of May 7, 2014
A -1: Planner Nolan was asked if they have the authority to say "no truck traffic" and he said it is a fuzzy area but they
can ask SuperValu to direct their drivers to a certain route; the illustration will be rotated.
On page 7, the report does not say who failed to yield because the information is not available.
Motion was made by member Janovy and seconded by member Whited to forward the corrected May 7, 2014
report to the City Council. All voted aye. Motion carried.
Updates
Student Members - None
Bike Edina Working Group — Minutes of April 10, 2014
Member Janovy said Edina received a Bicycle Friendly Community bronze award from The League of American
Bicyclists for its Bike Plan (only Minnesota community to be awarded) and on June 3 there will be an official
presentation at the City Council meeting.
Living Streets Working Group
The working group met May 7 and revised the design guideline chapter, discussed how to communicate the benefits
of Living Streets and reviewed the revised pedestrian plan.
Communications Committee
Member LaForce said they are regrouping and revisiting past and current recommendations were made that they've
made for the ETC, transportation, bike resource, City's website, etc.
CORRESPONDENCE AND PETITIONS - Letter from resident Marena Arbelig
The ETC discussed Ms. Arbelig's letter and the consensus was that it was nice to receive positive feedback and
confirmation that the issues that they are working on matter to residents. A suggestion was to feature residents
talking about getting around the community similar to the Hometown Heroes that are featured on the City's website.
Member Whited will draft a response to Ms. Arbelig and member Boettge will review.
Chair Bass asked for feedback regarding what to do with Mr. Thelemann's proposal. Planner Nolan was asked for
staff's feedback since the proposal was shared with staff and he said staff did not see the issues in the same way as
Mr. Thelemann. He said it seemed more like residents are wanting a sidewalk but not along their property. In
reference to the crash data, planner Nolan said which side the sidewalk is on did not matter and other issues such as
MNDOT land, and redesigning the roadway makes it not feasible, and there are funding issues. Member Janovy
wondered if there was a gap in the ETC's, Engineering's and Mr. Thelemann's communication. Member LaForce said
he liked the connections in the proposal but would prefer not to walk along the freeway and he wondered what the
motivation was because Mr. Thelemann was not in favor of the Birchcrest B sidewalk. Member Nelson said there is
logic in his proposal with the connections. Planner Nolan said it was too late to fit this in because construction is
starting next month. They discussed how to respond and if they should respond directly to Mr. Thelemann and
decided that thanking him directly for his comments and their feedback in the minutes would suffice.
CHAIR AND COMMISSION MEMBER COMMENTS
Member Spanhake invited the ETC to attend the Center for Transportation Study Research Conference next week
and planner Nolan said he is scheduled to attend. She said she is interested in identifying a consistent protocol for
using signs vs. and using data to decide which one to use.
Member lyer said similar to standardizing crosswalks, they need to do the same for bike signs and have one or three
at the most, for uniformity. He asked if Bike Edina would be interested in working on this.
Member Nelson said member Janovy was acknowledged by the City Council recently for her volunteer work and he
and member Whited presented her with a plaque and a gift card on behalf of the ETC.
5
Member Janovy thanked the ETC for the recognition and gift. She said she was glad to have Chief Nelson and would
like to follow up with him on the following:
1. Bike Safety Training Curriculum;
2. Share - The -Road Campaign (What is their handout? Why isn't it coordinated with the
Communications and Engineering Departments);
3. Administrative Citations (see why Hennepin County is against this);
4. , Writing citations.
She said it is City policy to make the city friendly to all transportation modes and this will require everyone
participating.
Member Whited asked what work was being done at 60th & France. Planner Nolan was not sure but will check and
follow up.
Member Nelson said the street in front of his property has been coned off since the winter melt because there was
about 1 %2 -ft. of standing water and asked when it would be repaired. Planner Nolan will check with Public Works.
Chair Bass asked if the Police was involved with the Living Streets staff advisory group and planner Nolan said yes.
She said they should continue to think about ways to engage with the Police. She said she met recently with Sgt.
Olson and discussed the biking on sidewalk ordinance. She said there are some opportunity to talk about agreement
such as children riding on the sidewalk (did not discuss an age limit) and certain roadways where everyone feels
uncomfortable riding in the road. She said they may be revisiting the ordinance again and given other areas of
interest that are common to the ETC and Police, it would be worthwhile to meet again.
STAFF COMMENTS
• 2014 Project Update — Bredesen Park D, Countryside F and Strachauer Park B Neighborhood Roadway
Reconstruction projects have all started. Morningside B and Todd Park F are scheduled for later start dates;
although the contractor may start on the sidewalk that is outside of the roadway project in Morningside B
sooner.
• 2015 Projects — project maps were distributed for discussion at a future date and also meet new assistant
city engineer Patrick Wrase.
• France Avenue — curb and gutter is almost complete; temporary traffic signal is set up at 70th;
• Hazelton Road round -about construction started this week; the intersection will be completed the same as
the others on France Avenue.
• iLegislate — allows members to access meeting reports online using an iPad and reduce paper copies; two
members are currently using it; feedback was some still like to receive paper copies; reports are posted on
City's website and suggestion was to email the link so members could get use to accessing the reports
electronically, continue to send paper copies and revisit this at a later date.
• Boards and Commissions blog was started and five are currently participating; blogging would be weekly by
one group; communications committee agreed to discuss ETC's involvement.
ADJOURNMENT
Meeting adjourned.
Cei
ATTENDANCE
TRANSPORTATION
COMMISSION
ATTENDANCE - 2014
NAME
TERM
J
F
*
M
A
M
J
J
A
S
O
N
D
SM
S
M
s0
W # of
3/S18 Mtgs
Attendance
%
Meetings/Work
Sessions
1 1
1
1
1
0
0
1
6
Bass, Katherine
2/1/2014
1 1
1
1
1
5
83%
Boett e, Emil
2/1/2014
1 1
1
1
1
1
6
100%
I er, Su rya
2/1/2015
1 1
1
1
1
1
6
100 %e
Janov , Jennifer
2/1/2014
1 1
1
1
1
1
6
100%
LaForce, Tom
2/1/2015
1
1
1
1
1
1
6
100%
Nelson, Paul
2/1/2016
1 1
1
1
1
1
6
100%
Olson, Larry
2/1/2016
1
1
1
1
4
100%
Sierks, Caroline
student
1
1
1
3
50%
S anhake, Dawn
2/1/2016
1
1
1
3
75%
Van Dyke, Jackson
student
1
1
2
33%
Whited, Courtney
2/1/2015
1
1
1
1
4
67%
"Cancelled due to weather
submitted,
iSroCison, Secretary
Edina Arts and Culture Commission Meeting
Meeting Minutes
City of Edina, Minnesota
Edina City Hall Community Room
April 24, 2014
4:30 P.M.
I. Call to Order
Mr. Bouassida called the meeting to order at 4:32 p.m.
II. Roll Call
Commissioners Present: Hafed Bouassida, Kandace Ellis, Dana Lappin, Barbara La Valleur, Ray Meifert, Anne Miller, Kitty
O'Dea, Paul Peterson, and Thomas Raeuchle.
Commissioners Absent: None.
Staff Present: Michael Frey, General Manager, Edina Art Center.
Student Commissioners Present: Sophia Munic
Student Commissioners Absent: lack Ready
III. Election of Officers
Chair Bouassida stated that according to the bylaws, the election of officers must be held in April as the current terms
are expiring. He asked for nominations for the position of Chair.
Commissioner Peterson nominated Commissioner Raeuchle for the position of Chair.
:ommissioner La Valleur nominated Commissioner Meifert for the position of Chair.
The Commissioners conducted a written vote for the position of Chair.
Mr. Frey reported that Commissioner Meifert was elected to the position of Chair with a vote of 5 -4.
Chair Bouassida opened the floor for nominations for the position of Vice Chair.
Motion by Commissioner Peterson and seconded by Commissioner Meifert that the Arts and Culture Commission
elect Thomas Raeuchle as Vice Chairperson of the Arts and Culture Commission.
Ayes: Hafed Bouassida, Kandace Ellis, Dana Lappin, Barbara La Valleur, Ray Meifert, Anne Miller, Kitty O'Dea, Paul
Peterson, and Thomas Raeuchle. Motion carried.
Chair Meifert assumed leadership of the meeting.
IV. Approval of Meeting Agenda
Chair Meifert noted the meeting agenda had been circulated and asked if there were requests for additions or changes.
No additions to the agenda voiced.
Motion by Commissioner Peterson and seconded by Commissioner O'Dea that the Arts and Culture Commission
approve the agenda as presented.
Ayes: Hafed Bouassida, Kandace Ellis, Dana Lappin, Barbara La Valleur, Ray Meifert, Anne Miller, Kitty O'Dea, Paul
Peterson, and Thomas Raeuchle. Motion carried.
V. Adoption of Consent Agenda
A. Approval of Minutes
Chair Meifert asked if there were changes or corrections to the minutes of the Regular Meeting of March 27, 2014.
Commissioner O'Dea referenced the March 27, 2014 minutes and noted on page five, the third paragraph, it should
state, "....funds could assist with I I fA, nd nA thp projects of the Commission."
Motion by Commissioner O'Dea and seconded by Commissioner La Valleur that the Arts and Culture Commission
approve the March 27, 2014 meeting minutes as amended.
Ayes: Hafed Bouassida, Kandace Ellis, Dana Lappin, Barbara La Valleur, Ray Meifert, Anne Miller, Kitty O'Dea, Paul
Peterson, and Thomas Raeuchle. Motion carried.
B. Art Center Working Group Report
C. General Manager's Report
The consent agenda was approved as presented.
VI. Community Comment
There was none.
VII. Reports /Recommendations
A. Music in Edina Working Group
Commissioner Peterson reported that the group met the previous night to amend the summer music series events as
discussed at the last Commission meeting. He reviewed the amended schedule including a possible all -star event as the
last event of the season. He mentioned the location of Rosland Park and stated that the parking concerns did not seem
to be a concern to City staff.
Commissioner Ellis stated that she spoke with a lieutenant at the Edina Police Department and noted that she received
positive input and also believed that there would be a possibility for the Police Chief to be at the first event with
volunteer units available for the series as well.
Commissioner O'Dea stated that the pool usually clears out that late in the evening on Fridays.
Commissioner Ellis stated that she also obtained contacts for vendors in the case that the Commission would like to
pursue vendors. She confirmed that the Fire Department is also in agreement but needs to double check the date for
the event.
Commissioner Peterson noted that the group will continue to discuss vendors and whether or not to do an all -star event.
He asked for any input from the Commission in regard to publicity.
Commissioner O'Dea stated that she could assist as she is familiar with the process.
Commissioner Peterson stated that he would like approval to move forward on fundraising and questioned whether that
would fall under the Ways and Means Committee.
Chair Meifert did not believe the Ways and Means Committee would be ready to gather funds for an event and believed
that the group should be allowed to pursue fundraising.
Commissioner Raeuchle believed that the Ways and Means Committee could begin with fundraising solely for the Music
in Edina events.
Commissioner Ellis stated that it was her understanding that the Ways and Means Committee would be used for
fundraising and believed that the fundraising should be done by that group in order to better promote the Arts and
Culture Commission.
Commissioner Raeuchle stated that he believed that the group should be allowed to fundraise under the umbrella of the
Arts and Culture Commission.
Chair Meifert agreed that the Ways and Means Committee is not ready as the policies and recognition has not yet been
determined and agreed that the Music in Edina group should be allowed to fundraise.
Commissioner O'Dea stated that the Film Festival will occur in the fall and was concerned that if fundraising was not
coordinated there could be some issues with fundraising for both events in such a short period of time.
Commissioner Bouassida stated that the issue is not just about Music in Edina or the Film Festival but all of the events
that will need fundraising.
Chair Meifert stated that perhaps the Ways and Means Committee should come together faster in order to fundraise
under the bigger umbrella.
Commissioner Ellis noted that any donations would be placed into the Arts and Culture fund and the funds would be
used for the event that is most near. She confirmed that there may be sponsors that wish to sponsor specific events as
well. She stated that fundraising could be done on a large level for the Commission that mentions all of the events
throughout the year.
The Commission further discussed fundraising and how that should move forward as a whole and specific to the Music
in Edina event. The concept of sponsorship versus fundraising was also discussed.
Commissioner Peterson summarized the method that would be followed for fundraising and sponsorship as the model
in regard to fundraising; confirming that each event will attempt to gain sponsorships while the bigger umbrella of the
Ways and Means Committee will fundraise for donations.
Mr. Frey stated that his concern is that the Commission has struggled with presenting a cohesive message and he did
not see the Committee working on that message at this time. He believed that the community should hear about the
Arts and Culture Commission first, supporting the specific event.
Commissioner Raeuchle stated that it is his interpretation that the Ways and Means Committee would set policy and set
coordination to ensure that sponsors are not contacted multiple times throughout the year but believed that specific
fundraising and sponsorship would be gained through the specific event.
Motion by Commissioner Raeuchle and seconded by Commissioner La Valleur that the Arts and Culture Commission
authorize the Music in Edina Working Group to raise sponsorships in the name of the Arts and Culture Commission.
Ayes: Hafed Bouassida, Kandace Ellis, Dana Lappin, Barbara La Valleur, Ray Meifert, Anne Miller, Kitty O'Dea, Paul
Peterson, and Thomas Raeuchle. Motion carried.
Commissioner Peterson stated that he would love Commissioners to come to the music events and make their presence
known and /or assist. He also requested volunteer contacts that could be provided for traffic direction and clean up.
B. Ways and Means Committee
It was reported that the group has not yet met.
Chair Meifert believed the Committee should meet as soon as possible to discuss the issue of umbrella fundraising.
The members of the Committee were confirmed as Commissioners Peterson, Lappin, La Valleur, and Bouassida. It was
confirmed that a Chair for the Committee will be elected at the next meeting and that the listed Commissioners will
coordinate to set the next meeting date.
C. Percentage for Arts Ordinance
Commissioner Bouassida believed that the presentation to the Council was too late and scattered to be effective. He
believed that an official Committee should be formed in order to develop a more thorough presentation.
Commissioner La Valleur stated that the City Manager volunteered to attend a meeting to provide input on what could
and could not be done in order to ensure that time is not wasted on something that could not be done.
Commissioner O'Dea stated that at least the idea had been brought forward and agreed that the group could work to
identify key points and summary.
Commissioner Bouassida stated that he would prefer that the group be formalized to a Committee, which could provide
a concrete recommendation and then meet with the City Manager.
Mr. Frey stated that perhaps those individuals could work on their presentation and then the City Manager could be
invited to the May meeting in order to provide input. He also provided another reference that could provide assistance
as they drafted the Ordinance used by the city of Saint Paul.
lotion by Commissioner Bouassida and seconded by Commissioner O'Dea that the Art and Culture Commission
_reate a Percentage for the Arts Ordinance Committee composed of Commissioners O'Dea, Ellis and La Valleur.
Ayes: Hafed Bouassida, Kandace Ellis, Dana Lappin, Barbara La Valleur, Ray Meifert, Anne Miller, Kitty O'Dea, Paul
Peterson, and Thomas Raeuchle. Motion carried.
D. Public Art Working Group
Commissioner La Valleur provided a summary of her report and advised that Mr. Frey will be recognized for the Mayor's
Commendation Award, as nominated by the Commission. She also advised of a possible partnership with the Minnesota
Wild regarding a sculpture possibility at Braemar Arena. She noted that a member of the Public Art group has been
working to develop a new logo and expressed interest in having that member come to the next Commission meeting to
gain input.
Commissioner Ellis questioned if there would be a charge for his services.
Commissioner La Valleur stated that the template for the Public Art Working Group was created at no charge, but
believed that if he was to create logos for each group, or the Commission as a whole, there would be a charge.
Mr. Frey noted that the official name change would need to be approved and then submit to the City Council. It was
determined that this would be done at a later time.
VIII. Correspondence and Petitions
Chair Meifert asked if there was any correspondence or petitions. None voiced.
IX. Chair and Board Member Comments
Commissioner Raeuchle referenced the issue of Grandview and noted that the City Council will be meeting prior to the
next meeting of the Commission to discuss the matter. He noted that he has been working with others to develop draft
programming and requirements for a public building at Grandview and summarized the information.
Commissioner Lappin questioned if this information had been given to the Community Advisory Team (CAT). She noted
that she has been attending the meetings on behalf of the Commission.
Commissioner Raeuchle stated that he drafted this information, in conjunction with ideas that were discussed two years
ago, and would like the support of the Commission to present this information to the City Council.
Commissioner La Valleur questioned why Commissioner Raeuchle did not speak with Commissioner Lappin regarding
this matter as she has been the representative.
Commissioner Raeuchle stated that this was a last minute thing that he created in order to present to the City Council.
Chair Meifert stated that he was unsure that all the activities mentioned have a link to the arts and was unsure that the
Commission should be recommending those activities.
Commissioner Raeuchle stated that he would not be speaking on behalf of the Commission but as a resident.
Commissioner Lappin believed that the information should have been presented to the CAT team so they could have
incorporated that information into the RFP.
Motion by Ellis and seconded by Commissioner Bouassida that the Arts and Culture Commission recommend to the
City Council that the content and the building concepts, specific to arts and culture, for the Grandview development
be defined before a developer is hired.
Further discussion: Mr. Frey stated that it was his understanding that Commissioner Lappin would be the eyes and ears
of the Commission specific to the CAT team. He was unsure that specific input was directed or provided.
Commissioner Lappin stated that she believed Commissioner Raeuchle should have come to a CAT meeting and present
the information rather than going around to the City Council.
Commissioner La Valleur noted that if this information is not brought forward to the City Council, the Commission will
not have a voice.
Commissioner Bouassida explained that the two issues are separate and the information from Commissioner Raeuchle
is his own personal presentation to the Council as a resident while the motion before the Commission is the request
that the content and building concepts be flushed out before a developer is hired.
Ayes: Hafed Bouassida, Kandace Ellis, Barbara La Valleur, Ray Meifert, Anne Miller, Kitty O'Dea, Paul Peterson, and
Thomas Raeuchle. Nays: Dana Lappin. Motion carried.
Chair Meifert stated that he would like to meet with Commissioners individually in order to gather information on how
the Commission can work better as a team.
X. Staff Comments
No comments made.
XI. Adjournment
The meeting was adjourned by the Chair at 6:18 p.m.
My name is Lori Grotz and I have lived at 5513 Park Place for 35 years.
Could you please help us understand the implications of Mr. Knutson's decision that
the owner of 5508 Dever Drive does not need a Conditional Use Permit to elevate their
front entry more than 4.5 feet above the existing front entry elevation on their split level
house ?
I understand there will be 3 front entries: the garage entry, a sliding glass door
entry (to get around code requirements) and the main entry at an elevation more
than 4.5 feet higher than the old entrance elevation.
With a garage that will hold 5 vehicles and a house with 3 front entries, in the
future, is this property going to be turned into a duplex or a triplex which would
not be in the character of the neighborhood.
Does the homeowner plan to operate his manufacturing business out of this
home ? (He based his business out of his previous home at 5301 Humboldt)
With Mr. Knutson's interpretation of Zoning Code 36 -439 subpart 7, 1 could say
the garage entry is from where you could measure the existing front entry
elevation.
We ask that the ambiguous Zoning Code 36 -439 be reviewed and corrected
immediately by the Council. We believe the code as written does not reflect the
intention of the City Council. Homeowners and builders will continue to circumvent the
code.
Mr. Knutson also over ruled the Planning Department and stated that 5508 Dever
Drive does not require a front yard setback variance.
With the plans as submitted, we believe Mr. Knutson is in error. We would like to
see his calculations.
We would like to appeal Mr. Knutson's decision that a CUP and front yard setback
variance are not needed at 5508 Dever Drive. To whom and how do we appeal?
We also request that no building permit be issued until these issues in Section 36 -439
and our appeals have been addressed.
Not every home fits on every lot.
Please respond in writing to our requests; thank you in advance for your time
service.
5508 Dever
Height question
W
a
a�
Y °
i
I,.
Ng"
- '�.... _�._� � •._ ::... _ — — i ('iLIH LEVEL 9,1GFh�L __'�' .
Location of new split level entrance.
On stairs, half way between basement and first floor:
Split level entrance elevation = (895.35ft. +885.3ft.)/2 = 890.33ft.
Old entrance elevation = 890.8 ft.
9
ax-
.fie Ln wL G it
GRAOG
�y
AK�K'� r�t1•iNG��'E. � � N GXIBiING Np'iE
7b�LUw OA + • L --1.
F' t fl or entrance 895 35ft i
i rs o -
Jo
i
/ ^��� � �»
` �¥ ��. {
4.
\� \� may: d �§
> x .. >
� � w.
9
6/30/2014 Municode 1\1
Sec. 36 -439. Special requirements. /
In addition to the general requirements described in article XII, division 2 of this chapter, the
following special requirements shall apply in the Single Dwelling Unit District (R -1):
(1) Special setback requirements for single dwelling unit lots.
a. Established front street setback. When more than 25 percent of the lots on one
side of a street between street intersections, on one side of a street that ends in
a cul -de -sac, or on one side of a dead -end street, are occupied by dwelling units,
the front street setback for any lot shall be determined as follows:
1 If there is an existing dwelling unit on an abutting lot on only one side of
the lot, the front street setback requirement shall be the same as the front
street setback of the dwelling unit on the abutting lot.
2• If there are existing dwelling units on abutting lots on both sides of the lot,
the front street setback shall be the average of the front street setbacks of
the dwelling units on the two abutting lots.
3. In all other cases, the front street setback shall be the average front street
setback of all dwelling units on the same side of that street.
b• Side street setback. The required side street setback shall be increased to that
required for a front street setback where there is an adjoining interior lot facing
on the same street. The required side street setback for a garage shall be
increased to 20 feet if the garage opening faces the side street.
C. Interior side yard setback. The required interior side yard setback shall be
increased by six inches for each foot the building height exceeds 15 feet. For
purposes of this subsection, building height shall be the height of that side of the
building adjoining the side lot line and shall be measured from the average
proposed elevation of the ground along and on the side of the building adjoining
the side lot line to the top of the cornice of a flat roof, to the deck line of a
Mansard roof, to a point on the roof directly above the highest wall of a shed roof,
to the uppermost point on a round or other arch -type roof, to the average
distance of the highest gable on a pitched roof, or to the top of a cornice of a hip
roof.
d• Rear yard setback, interior lots. If the rear lot line is less than 30 feet in length, or
if the lot forms a point at the rear and there is no rear lot line, then, for setback
purposes, the rear lot line shall be deemed to be a straight line segment within
the lot not less than 30 feet in length, perpendicular to a line drawn from the
midpoint of the front lot line to the junction of the interior lot lines, and at the
maximum distance from the front lot line.
e• Rear yard setback, corner lots required to maintain two front street setbacks.
The owner of a corner lot required to maintain two front street setbacks may
designate any interior lot line measuring 30 feet or more in length as the rear lot
line for setback purposes. In the alternative, the owner of a corner lot required to
maintain two front street setbacks may deem the rear lot line to be a straight line
segment within the lot not less than 30 feet in length, perpendicular to a line
drawn from the junction of the street frontages to the junction of the interior lot
lines, the line segment being the maximum distance from the junction of the street
frontages.
https: //I i brary.muni code.corrypri nt.aspx?h = &cl i ent[D= 15157 &H TM Req uest= https %3a %2f %2Fl i brary. muni code.com %2fHTM L %2f15157 %2flevel4 %2fSPBLAD E... 1/3
6/30/2014
M unicode
f. Through lots. For a through lot, the required setback for all buildings and
structures from the street upon which the single dwelling unit building does not
front shall be not less than 25 feet.
9• Accessory buildings and structures used for dwelling purposes. Subject to the
requirements of subsection (2) of this section, if any accessory building or
structure (including, without limitation, garages), or if any addition to, or
expansion of, (including, without limitation, an additional story) an accessory
building or structure (including, without limitation, garages), is used or intended
for use, in whole or in part, for residential occupancy, then such accessory
building or structure or such addition or expansion shall comply with all of the
minimum setback requirements for a single dwelling unit building.
(2)
One dwelling unit per single dwelling unit lot. No more than one dwelling unit shall be
erected, placed or used on any lot unless the lot is subdivided into two or more lots
pursuant to chapter 32.
(3)
Basements. All single dwelling unit buildings shall be constructed with a basement
having a gross floor area equal to at least 50 percent of the gross floor area of the story
next above. The floor area of accessory uses shall not be included for purposes of this
subsection.
(4)
Minimum building width. No more than 30 percent of the length, in the aggregate, of a
single dwelling unit building shall measure less than 18 feet in width, as measured from
the exterior of the exterior walls.
(5)
Parking ramps prohibited. No parking ramp shall be constructed in the R -1 district.
(6)
Temporary retail sales of evergreen products from conditional use properties. The city
manager may grant a permit for temporary retail sales of evergreen products, if:
a. The owner of the property or other nonprofit group approved by the owner
conducts the sale.
b. The duration of the sale does not exceed 45 consecutive days and does not start
before November 15 in any year.
C. The sale area is located in a suitable off - street location that does not interfere
with traffic circulation on the site or obstruct parking spaces needed by the
principal use on the site.
d. The sale area is not located within 200 feet of a property zoned and used for
residential occupancy.
e. The hours of operation do not extend beyond 10:00 p.m.
f• Signage is limited to one sign per street frontage with an aggregate sign area not
exceeding 100 square feet.
(7)
Additions to, or replacement of, single dwelling unit buildings and buildings containing
two dwelling units. For additions, alterations and changes to, or rebuilds of, existing
single dwelling unit buildings and buildings containing two dwellings, the first floor
elevation may not be more than one foot above the existing first floor elevation. If a split
level dwelling is torn down and a new home is built, the new first floor or entry level
elevation may not be more than one foot above the front entry elevation of the home
that was torn down. Subject to section 36- 434(9), the first floor elevation may be
increased more than one foot. The provisions of this subsection shall apply to all single
,ENV
dwelling unit buildings and buildings containing two dwelling units, including units in the
this shall
Floodplain Overlay District. Any deviation from the requirements of subsection
require a variance.
*.
= 9Q? 8.5 .11( "7); Ord. No, 1) �_7 Q 4 - .F_2(1
https: // library. municode .conVprint.aspx?h= &clientlD= 15157& HTMRequest= https% 3a% 2f% 2flibrary. municode. com% 2fHTML %2fl5l57 %2flevel4 %2fSPBLADE._ 2/3
Lori Grotz
From: Jackie Hoogenakker <1Hoogenakker @EdinaMN.gov>
Sent: Wednesday, June 25, 2014 2:52 PM
To: lori @lorigrotz.com
Subject: FW: 5508 Dever, elevation two front entrances
Jackie Hoogenakker, Administrative Support Specialist
- -"� 952 - 826 -0465 i Fax 952 - 826 -0389
4801 W. 50th St. I Edina, MN 55424
JHoogenakker @EdinaMN.gov I www.EdinaMN.gov
...For Living, Learning, Raising Families & Doing Business
From: Roger Knutson [mailto:RKnutson @ck- law.com]
Sent: Friday, June 20, 2014 12:16 PM
To: Kris Aaker
Subject: RE: 5508 Dever, elevation two front entrances
Kris - please call me to discuss, 651- 234 -6215.
IV
I assume, based upon the material I was given: (1) the front entry elevation of the tear down was 890.8,
and (2) the home was a "split level dwelling."
City Code section 36 -439 provides "...the new first floor or entry level elevation may not be more than
one foot above the front entry elevation of the home that was torn down."
The term "entry level" is not defined in the City Code. The plain meaning of the term is that it is the
level or elevation at which you can enter the dwelling.
The term "first floor" is not defined in the City Code but the terms "story" and "half story" are defined
terms. The Code also provides that "floors not meeting the definition [of half story] shall be deemed a
story." The City Code defines "story" to mean "Story means that portion of a building included between
the surface of any floor and the surface of the floor next above, or if there is not a floor above, the space
between the floor and the ceiling above. A basement with more than 50 percent of its exterior wall area
located entirely below the proposed ground elevation adjoining the basement shall not be counted as a
story."
The term "split level dwelling" is defined in the City Code as "a dwelling that has two or three short sets of
stairs, and two to four levels. The front entry is on a middle floor between two floors. The front door
opens in a foyer or entry area located in a wing off the main house. From the front entry, a short flight of
stairs leads up to the top floor and another short flight leads down."
City Code Section 36 -439 requires that the first floor "or" entry level elevation, not both, be more than
one foot above the entry level elevation of the home that was removed. The proposed home has an "entry
level elevation" at 890.33 which is lower than the elevation of the tear down.
Any ambiguity in the meaning of the zoning ordinance is resolved in favor of what the property owner
proposed to do. Frank's Nursery Sales Inc. v. City of Roseville, 295 N.W.2d 604, 608 (Minn. 1980). To be
effective, any restriction on land use must be clearly expressed. Chanhassen Estates Residents Ass'n v.
City of Chanhassen, 342 N.W.2d 335, 340 (Minn. 1984).
Based upon the facts which I assuming, my conclusion is that a variance or CUP is not required.
From: Kris Aaker [mailto:KAaker @EdinaMN.gov]
Sent: Thursday, June 19, 2014 3:17 PM
To: Roger Knutson
Subject: FW: 5508 Dever, elevation two front entrances
Roger,
Would you please comment on this proposal?
Thank you,
Kris
_ Kris Aaker, Assistant City Planner
r 952 - 826 -0461 1 Fax 952 - 826 -0389
4801 W. 50th St. I Edina, MN 55424
KAakerCcDEdinaMN.gov I www.EdinaMN.gov/Planning
...For Living, Learning, Raising Families & Doing Business
... ...... ......... .
From: Richard Sahara [ma i Ito: rsahara clearstonetech.com]
Sent: Thursday, June 05, 2014 8:30 PM
To: Cary Teague
Cc: Kris Aaker; Lydia Ong
Subject: 5508 Dever, elevation two front entrances
SON" 'ob,
P�
Hi Cary and Kris,
During the meeting on Wednesday, one idea that was floated up is to have two entrances to 5508 Dever to address
elevation issue. The attached file describes the proposal. We will be preparing the CUP /Variance also.
Thanks,
Richard
2
iRy.cp
or#
lev,
,I
`arc `�
`ARD W. S�.
1 0
IN 12 INK01 1
The Hennepin County Sheriff's Office Criminal Information Sharing and
Analysis Unit (CISA) is staffed with crime analysts who work to prevent crime
and solve cases. CISA provides analysis of crime trends and criminal activity
to the Sheriff's Office and to law enforcement throughout the county.
At the CISA offices, monitors update information about emergent events in
the Real Time Analysis Center (R -TAC). Among its many uses, the R-TAC acts
as a virtual command post by providing critical information in support of law
enforcement personnel in the field.
0
As your Sheriff, it is my privilege to serve
all the citizens of Hennepin County. The
Hennepin County Sheriff's Office (HCSO) is
dedicated to reducing crime and improving
public safety. I believe our work contributed to
an impressive achievement: since 2006, violent
crime in our county has been reduced by
approximately 36 percent.
Among our accomplishments in 2013:
• The HCSO Crime Lab cut its DNA testing
turnaround time by half. This achievement
was the result of work process improvements
that were developed over a three -year period.
• Violent criminals, narcotics operations, and
gangs have been targeted. Large amounts
of illegal narcotics have been confiscated.
HCSO organized multi- agency warrant
sweeps and we satisfied nearly 8,000 felony
warrants.
Approximately seven tons of unwanted medi-
cine was collected for proper disposal. HCSO
urges residents to use our disposal boxes to
help reduce the risk that prescription pain-
killers will be abused. HCSO continued a
safety campaign to warn residents that opiate
painkillers are a gateway to heroin addiction.
• HCSO led the effort to add weapons screen-
ing at more county courthouses. 2013 was
the first full year for the additional screenings
and more than 800 prohibited items were
kept out of courtrooms.
In response to the increasing number of ac-
tive shooting incidents nationwide, HCSO
continued its multi -year, comprehensive
initiative to prepare and train to respond to
mass casualty incidents and threats. In 2013,
we trained more than 1,000 people from the
community and law enforcement agencies
during multiple exercises and events.
HENNEPIN COUNTY SHERIFF'S OFFICE • 2012 ANNUAL REPORT • 1
HCSO advocated for legislation at the state
and federal levels to address issues of ex-
treme gun violence by those with untreated
mental illness. We worked with Minnesota
legislators to improve the state's participation
in the National Instant Criminal Background
System (NICS), ensuring people committed
by a court for mental health treatment do not
have access to firearms.
HCSO made progress on the construction
of the HCSO 911 Emergency Communica-
tions Facility in Plymouth. The facility, which
opens in 2014, will allow us to keep pace
with current 911 call demand and it will
provide the ability to enhance emergency
communications capabilities with new tech-
nologies.
Our entire community — families, businesses,
and government — continue to face economic
challenges. HCSO demonstrates that we are
good stewards of taxpayer dollars by pursuing
cost - savings such as consolidating internal
departments and seeking grants for equipment
purchases and new programs. Approximately
300 residents volunteer at HCSO and they
provide community outreach and emergency
response. As I look forward to the year ahead,
I am committed to continuing our policy of
innovative resource management.
This report highlights our 2013 achievements —
achievements that were made possible because
of the hard work of our personnel and the
exceptional partnerships with law enforcement
and the community. I am proud to serve in a
community that recognizes that public safety is
essential to maintaining our quality of life. I am
honored to lead the men and women of HCSO
who are dedicated to serve with leadership,
integrity, and strong partnership.
Adult Detention Division
The Hennepin County Sheriff's Office
(HCSO) operates the largest jail in
Minnesota and the only jail in the state
that is accredited by the American
Correctional Association. The Sheriff's
Office has achieved this distinction
because it maintains the highest stan-
dards of inmate custody and care.
Many units and divisions within the
Sheriff's Office have responsibilities and
work assignments at the jail. The Sheriff's
Office Adult Detention Division leads the
overall management of the facility. The
Sheriff's Office, as well as city, state, and
federal law enforcement agencies, book
arrestees into the jail. In 2013, there were
35,910 inmates booked into the facility.
The Hennepin County Jail is located in
Minneapolis and occupies space in both
the Hennepin County Public Safety
Facility (PSF) and in Minneapolis City
Hall. Within the PSF there is a booking
unit and 330 inmate housing beds.
Across the street in City Hall, there are an
additional 509 inmate housing beds on
the upper floors of the building.
Programs to assist inmates
In 2013, the Sheriff's Office continued its
participation in the Transition from jail to
Community (TJC) project. The goal is to
provide assistance to inmates so that they
don't re- offend and return to jail. The
Sheriff's Office Adult Detention Division
created an assessment tool to identify risk
factors for inmates. This will help
Hennepin County service providers to
address factors such as homelessness,
unemployment, substance abuse and
addiction, and management of mental
health issues.
For more than a decade, the Sheriff's
Office has maintained a comprehensive
volunteer program in the jail to provide
mentoring and counseling opportunities
for inmates. Approximately 100 citizen
volunteers provide optional education
classes for inmates. Topics include
Alcoholics Anonymous, domestic violence
prevention, and religious instruction.
Inmates with mental health issues
The Sheriff's Office continues to be a
leader in addressing the issue of mentally
ill inmates in jail. Based on national
estimates, as many as 30 percent of jail
inmates suffer from mental illness. In
2013, the Sheriff's Office worked with
partners in the criminal justice system
and the community to initiate important
legislation. As a result, a new state law
was enacted that ensures individuals in
the civil commitment process are trans-
ferred out of jail and brought to an
appropriate psychiatric treatment facility
in a timely manner.
In 2013, Deputy Haissan Hussein became
the first Somali- American to be sworn -in
as a Deputy Sheriff in Hennepin County.
He works in the jail where his
assignments include the supervision
and control of inmates, enforcement
of security procedures, and providing
services and information to visitors and
inmates in the facility.
Court Services Division
The Court Services Division provides law
enforcement services to the Fourth
judicial District Court. The division helps
to ensure that the judicial system operates
safely, in an orderly manner, and without
disruption. In 2013, the Court Services
Division escorted 33,552 defendants to
court and escorted 1,667 patients to
mental health court.
The Court Services Division is responsible
for enforcing the District Court rules of
decorum while maintaining safety and
security in the courtrooms. This impor-
tant work is conducted in approximately
96 courtrooms, located in eight court-
houses and facilities throughout Hennepin
County. Deputies provide security for
judges, juries, court personnel, witnesses
and all citizens. They escort defendants to
and from courtrooms for appearances, as
well as monitor, direct and control the
movement of defendants throughout court
proceedings.
HENNEPIN COUNTY SHERIFF'S OFFICE • 2012 ANNUAL REPORT • 3
The Court Services Division makes arrests
of persons who violate court orders or
those who have an active warrant. Depu-
ties assist all judges and court personnel
with security concerns. They conduct
patrols and security checks. At many court
facilities, deputies assist with screening for
weapons. In 2013, there were 186,561
persons screened and 837 prohibited
items confiscated at suburban weapons
screening locations. Items confiscated
included knives, box cutters, razors,
scissors, mace, and a replica gun. In 2013,
temporary weapons screening stations at
Brookdale and Ridgedale Court facilities
became permanent. The Sheriff's Office
recommended permanent weapons
screening stations due to violent incidents
and threats that have occurred in court-
houses in Minnesota and nationwide.
Information Technology Division
The IT Division provides project man-
agement services, technology leadership
and consulting to the Hennepin County
Sheriff's Office as well as other criminal
justice agencies in Hennepin County and
Minnesota.
Primary responsibilities include the
research, procurement, installation, and
ongoing support of computer infrastruc-
ture and specialized vendor systems. The
division provides emergency support for
applications 24 hours a day. The division
also collaborates with law enforcement
and criminal justice partners throughout
the county and develops technology so-
lutions that will assist in crime reduction
and case resolution.
In 2013, major IT projects included:
• Increased use of virtual server technol-
ogy to reduce hardware and energy
costs while increasing the availability of
critical systems.
Launched the start of the movement to
Microsoft Windows 7 and Office 2010
on all Sheriff's Office computers, which
increases security and productivity
while decreasing support costs by us-
ing automated support and configura-
tion technologies.
Professional Standards Division
The Professional Standards Division
consists of the Administrative Unit, the
Employee Development Unit, the
Personnel Unit, the Internal Affairs Unit,
the Central Records Unit and the
Community Engagement Team (CET)
(See page 9 for CET information.)
Employee Development Unit
The unit coordinates training activities
for all Sheriff's Office personnel. Among
its responsibilities, the unit conducts
orientation sessions for new employees,
coordinates emergency vehicle operation
training, and publishes e- learning
courses. The unit also provides special-
ized training opportunities to other local,
state, and federal law enforcement
agencies. For example, citizens who
volunteer as Reserve Officers at police
departments throughout the county
receive their training at the Sheriff's
Office. This past year there were 4,000
hours of training provided to approxi-
mately 100 law enforcement volunteers.
In 2013, the unit conducted or coordi-
nated more than two dozen active shooter
training events that were attended by
approximately 1,000 participants. (See
page 5) In addition, the unit distributed
new active shooter response bags with
first aid supplies to Sheriff's Office
personnel.
Personnel Unit
The primary mission of the unit is to
recruit, select, manage and retain our
Sheriff's Leadership Series
In 2013, the Sheriff's Leadership Series was
launched. The new program brings
national and international experts to
Hennepin County to discuss public safety
topics. Newtown, Connecticut Police Chief
Michael Kehoe spoke about his agency's
response to the tragic shooting at Sandy
Hook Elementary School. He was among
the speakers to discuss recent active
shooter incidents.
most important resource: the employees
of the Hennepin County Sheriff's Of-
fice. The unit maintains the office policy
manual to ensure compliance with state
statute and office rules, and unit person-
nel research emerging trends and look
for innovative ways to improve services
provided by the Sheriff's Office.
The Sheriff's Office Citizen Law Enforce-
ment Academy is conducted by the unit.
Twice each year, the 10 -week program
teaches citizens about public safety and
the Sheriff's Office.
The Sheriff's Office has several initiatives
in place to recruit diverse employees so
that our personnel more closely represent
the community we serve. One example
is the Law Enforcement and Diversity
(LEAD) Program. Participants are known
as "cadets" and they work at the Sheriff's
Office while they are pursuing their law
enforcement education requirements.
There are 14 employees who work at the
Sheriff's Office after successfully complet-
ing the LEAD program.
Internal Affairs Unit
The Internal Affairs Unit provides
citizens with a fair and effective avenue
to voice their legitimate concerns about
the actions of the Sheriff's Office. It also
protects employees from false allegations
of misconduct and wrongdoing. It is the
responsibility of the Internal Affairs Unit
to ensure that the integrity of the Sheriff's
Office is maintained.
Active shooter training
Despite a decrease in violent crime, active
shooter incidents are occurring with
greater frequency nationwide. Through-
out 2013, HCSO organized several
training exercises to improve response
capabilities during an active shooter
incident. The exercises involved HCSO
deputies, hundreds of officers from police
departments across the county, and
community representatives from schools,
hospitals, faith communities, and busi-
nesses.
The training took a regional approach to
planning. It was also valuable for coordi-
nating a multi- agency response to
homeland security incidents or other
mass casualty events (photo 1).
Topics addressed included response
tactics, incident command, and the
coordination and communication that are
required to successfully manage these
types of incidents.
HENNEPIN COUNTY SHERIFF'S OFFICE • 2012 ANNUAL REPORT • 5
Extreme gun violence & mental illness
In 2013, the Sheriff's Office led efforts at
the state and federal levels to address
issues of extreme gun violence by those
with untreated mental illness. As presi-
dent of the Major County Sheriff's
Association, Sheriff Stanek met with
President Barack Obama and his admin-
istration (photo 2) on this issue to
emphasize that people with untreated
mental illness should not have access to
firearms.
Sheriff Stanek and a coalition of law
enforcement also worked with Minnesota
legislators to improve Minnesota's
participation in the National Instant
Criminal Background System (NICS)
(photo 3).
11
AI , d
R
2
R
Enforcement Services Division
The Enforcement Services Division
includes the following units: Patrol,
Special Operations, Water Patrol, K -9,
and Transport.
Patrol Unit
The Patrol Unit provides emergency
response, patrol services, service of civil
papers, and warrant service to communi-
ties throughout the county. In addition,
the Sheriff's Office is the primary law
enforcement service provider to Green-
field, Hanover, Medicine Lake, Rockford,
the Hennepin County Home School, the
Hennepin County Adult Corrections
Facility, Fort Snelling, the 133rd Minne-
sota Air National Guard, 934th U.S. Air
Force Air Wing, and U.S. Marine Corp/
Naval Reserves.
The Patrol Unit responds to in- progress
crimes and emergencies. In addition, it
provides proactive enforcement efforts
aimed at preventing crime. In partnership
with local law enforcement agencies, the
unit conducts directed patrols in areas of
higher criminal activity. The result has
been arrests in the affected areas, im-
proved response times and the deterrence
of criminal activity.
Each year, the Patrol Unit conducts
several Towards Zero Death enforcement
efforts aimed at removing impaired
drivers from the road. The Minnesota
Department of Public Safety coordinates
these details statewide. The Patrol Unit
collaborates with the court system to con-
duct home compliance visits to defen-
dants who are under the jurisdiction of
the DWI Court. Deputies also provide
D.A.R.E. education to schools.
Service of civil process
A significant responsibility of the Sheriff's
Office is the service of civil process.
Deputies in the Patrol Unit handle 31
types of civil process, including subpoe-
nas, summonses, and domestic abuse
orders for protection.
In 2013, the Patrol Unit received 21,735
processes for service. Of the papers
received, persons were located and
successfully served in 15,723 cases.
In 2013, there were 2,596 foreclosure
sales, which is a 37.2 percent decrease
from 2012. In 2012, there was an average
of 345 foreclosure sales per month, while
in 2013, there was an average of 216 sales
per month.
The Sheriff's Office has contributed to
implementation of Hennepin County's
Foreclosure Prevention and Response
Program. It provides assistance to
homeowners and renters. For informa-
tion, visit www.hennepin.us, or call the
Minnesota Home Ownership Center at
651- 659 -9336.
1A
2013 Life Saving Award
While serving civil papers in Minneapolis,
Deputy Barry Heikkinen was monitoring
police radio channels and heard of a
shooting nearby. Deputy Heikkinen
located a man with a gunshot wound
to his chest and provided emergency
care to the victim. Deputy Heikkinen
is highly trained to respond to medical
emergencies, in part, due to his service
as a field medic in Iraq and Afghanistan
for the U.S. Army Reserves. The victim
underwent surgery and has recovered.
Deputy Heikkinen has received the 2013
Life Saving Award from the Minnesota
Sheriffs' Association.
HENNEPIN COUNTY SHERIFF'S OFFICE • 2012 ANNUAL REPORT • 7
l
r � �
275
Service of arrest warrants
The Sheriff's Office is responsible for the
administration and execution of service
of arrest warrants, commitments and
other court orders issued for persons who
are wanted in Hennepin County and /or
other jurisdictions. Responsibility for the
execution of warrants also involves
extraditing wanted individuals back to
Hennepin County who are captured in
other counties or states.
The focus of this work is tracking down
the county's most violent offenders. In
2013, there were 7,922 felony warrants
satisfied. Every day, the Sheriff's Office
and local law enforcement agencies
pursue and arrest wanted individuals.
In addition, the Sheriff's Office conducts
special warrant sweeps that provide
additional resources and personnel to
executing warrants. In 2013, the Sheriff's
Office completed two warrant sweeps in
partnership with more than a dozen local
police departments and federal agencies.
A summer warrant sweep targeted
offenders wanted on violations related to
domestic abuse. A winter warrant sweep
focused on arresting DWI offenders. The
sweeps resulted in more than 1,000
warrants being satisfied, which includes
arrests and voluntary surrenders.
The Sheriff's Office, through the Patrol
Unit, continued several important
warrant initiatives. The Hennepin County
Sheriff's Office Suburban Juvenile
Initiative (SJI) focuses on juveniles with
arrest warrants. SJI tracks down juvenile
offenders, makes arrests, and encourages
offenders to turn themselves in. The goal
is to hold juveniles accountable for their
actions.
Another effective initiative is the Sheriff's
Joint Warrant Initiative. Deputies partner
with the Department of Community
Corrections and Rehabilitation, probation
officers and police officers throughout
Hennepin County to work together in an
effort to target and arrest high level
offenders that are wanted and have had a
history of violence.
The BEAR
In 2013, the Hennepin County Sheriffs
Office announced the arrival of the
Ballistic Engineered Armored Response
vehicle, known as the BEAR. This is
a rescue vehicle designed to help
safely resolve high -risk incidents.
The Sheriff's Office frequently uses
the BEAR when conducting high -
risk warrants. It may also be used in
response to a variety of emergencies,
such as active shooter incidents,
hostage situations, or evacuating
residents during a natural disaster.
The vehicle was purchased with a grant
from the U.S Department of Homeland
Security. It is a regional resource for
tactical officers in Hennepin County
and law enforcement throughout the
Upper Midwest.
Enforcement Services Division
Transport Unit
The Transport Unit transports people
under the jurisdiction of the county and
state, including inmates bound for
hearings in outer - division courthouses,
convicted inmates bound for correctional
facilities, and mental health patients
bound for court hearings or being
transferred from treatment facilities.
In 2013, the Transport Unit logged
353,675 miles by safely transporting
7,677 inmates and 3,365 mental health
patients pursuant to court orders. The
unit served 1,096 court - ordered sum-
monses. In addition, it completed 89
transports for local police departments by
providing transport services to detention
and detoxification centers.
The unit also completed 1,306 writ
transports (court- ordered appearances for
prisoners held at Department of Correc-
tions facilities throughout the state).
K -9 Unit
The K -9 Unit provides professionally -
trained and highly- motivated K -9 teams
to respond to critical incidents through-
out Hennepin County and the region.
The K -9 teams are an additional tool to
enhance the capabilities of patrol or other
units at a crime scene.
In 2013, HCSO purchased three addi-
tional German Shepards and designated a
deputy as lead K -9 trainer. The canines
and their deputy handlers completed
rigorous training and certification, and
the unit now has 12 K -9 teams available
to provide service 24 -hours a day.
The K -9 teams conduct sweeps for
dignitary protection, conduct narcotics
and explosives detection, track and
apprehend fleeing suspects, and track
and locate missing persons. In 2013, they
completed 717 searches and 672 deploy-
ments, which include arresting suspects
wanted for violent crimes or felonies.
The Sheriff's Office partners with the
Federal Bureau of Alcohol, Tobacco and
Firearms (ATF) Explosive Detection
Canine Program. A Sheriff's Office K -9
team works with the ATF, which may
include working details for other federal
agencies nationwide.
Sheriff's Office Community Advisory Board
The Community Advisory Board (CAB) visited the firearms range to learn about law
enforcement training. The board is a group of approximately 40 residents who come
from all walks of life. Throughout the year, they meet and learn about public safety
initiatives and provide feedback. The group also provides input concerning Sheriff's
Office strategic planning. This is an effective way for the Sheriff's Office to receive
direction directly from the residents of Hennepin County.
Community outreach
In 2013, the Sheriff's Office expanded
ongoing outreach efforts to diverse
communities in order to better address
public safety concerns and to build trust.
The Sheriff's Office Community Engage-
ment Team (CET) met with residents at
businesses, schools, and community
events to discuss safety messages and
crime prevention. Community involve-
ment has many benefits including an
opportunity for positive interaction with
youth.
HENNEPIN COUNTY SHERIFF'S OFFICE • 2012 ANNUAL REPORT • 9
Residents also enjoyed touring Sheriff's
Office facilities to learn about the work
of law enforcement. Discussions were
organized with a wide variety of commu-
nity leaders and groups, such as the
Somali Women's Round Table. Special
events included a holiday donation drive
that assisted a domestic abuse shelter.
Throughout the year, team members met
with residents to identify public safety
concerns and collaborate on proactive
solutions.
Special Operations Unit
The Special Operations Unit (SOU)
provides operational support to HCSO as
well as local, state and federal law
enforcement partners by coordinating
planning and operations for special
events and initiatives. SOU oversees the
Booking Team, Command Post Team,
Critical Infrastructure Patrols, Crisis
Negotiation Team, and also the following
teams and units:
Emergency Management Team
The Emergency Management Team
coordinates public safety resources and
personnel to plan for large community
events and also to respond to public safety
incidents such as natural disasters and
emergencies. The team includes specialists
from multiple disciplines including tactical
operations, logistics, and technology.
Hennepin County WMD Tactical
Response Team
The Sheriffs Office is the lead law enforce-
ment agency for the Hennepin County
WMD (Weapons of Mass Destruction)
Tactical Response Team. The team is
trained and equipped to respond to
incidents involving weapons of mass
destruction or hazardous materials.
This team includes officers from the
following law enforcement agencies:
HCSO, Minneapolis -St. Paul International
Airport, Brooklyn Center, Brooklyn Park,
Eden Prairie, Golden Valley, Maple Grove,
Metro Transit, Orono, Mounds View,
Plymouth, St. Anthony, Ramsey County
Sheriff's Office, Rogers, Champlin and the
Minnesota State Patrol.
Emergency Services Unit
The Emergency Services Unit (ESU)
responds to emergency incidents including
hostage rescue, barricaded suspects, and
high -risk warrant service. The team uses
special training and equipment with the
goal of achieving peaceful resolutions to
dangerous situations. In 2013, the ESU
executed 57 high -risk warrants for local,
state and federal investigative agencies.
Special Response Force
The Special Response Force provides
HCSO and local law enforcement agencies
with personnel and equipment to support
law- enforcement operations at events
where there is a potential for civil unrest
or criminal activity. The Special Response
Force provides public safety services at
emergency incidents, special events, and
demonstrations.
In 2013, the Special Operations Unit (SOU) coordinated SafeZone patrols
in downtown Minneapolis. In partnership with several law enforcement
agencies, Sheriff's Office deputies walked the downtown beat in a
proactive effort to prevent crime and respond to public safety issues
during the summer months.
Li
Learn more about
the Hennepin
County Sheriff's
Office
For invitations to these events and other
information, subscribe to our email or
text alerts at www.hennepinsherifforg.
Sheriff Foundation
Kids from the Boys & Girls Club of the
Twin Cities go fishing with deputies
during the annual Hooked on Fishing
event. The Sheriff awards prizes for the
biggest catch. The Hennepin County
Sheriff Foundation is anon -profit group
that organizes this event and other
opportunities for at -risk youth.
Open House
The Sheriff's Office Open House takes
place at the Sheriff's Patrol Enforcement
Services Division in Brooklyn Park.
School groups and all residents are
welcomed to see more than a dozen safety
displays and equipment demonstrations.
Citizen Law Enforcement Academies
When residents participate in the Sheriff's
Office Citizen Law Enforcement Academy,
they tour the jail, the Sheriff's Crime Lab,
Sheriff's Water Patrol and several other
facilities. The Academy is a series of
weekly classes that give participants an
up -close view of how law enforcement
works.
National Night Out and Night to Unite
Neighbors organize their own gatherings
for National Night Out and Night to
Unite. Every August, there are hundreds
of neighborhood events across Hennepin
County. The Sheriff and deputies bring
law enforcement vehicles and personnel
to neighborhoods to share crime preven-
tion information.
HENNEPIN COUNTY SHERIFF'S OFFICE • 2012 ANNUAL REPORT • 11
Sheriff's Office Water Patrol
Water Patrol Unit
The Sheriff's Office Water Patrol en-
courages residents to enjoy the county's
waterways in a manner that is courteous
and safe. Every day throughout Hennepin
County, deputies patrol the county's 104
lakes and three major rivers. The Water
Patrol conducted more than 750 hours of
search, rescue, and recovery operations
in 2013. This highly- trained unit routine-
ly conducts training in partnership with
other first responders in order
to be prepared for a wide range of emer-
gencies. The Sheriff's Water Patrol is
trained to conduct swift -water rescues.
In 2013, the Sheriff's Water Patrol
participated in a nationwide campaign
called Operation Dry Water. During the
stepped -up enforcement effort, additional
personnel were available to make arrests
of intoxicated boaters and to remind all
boaters about the importance of designat-
ing a sober boat operator prior to their
day on the water.
During the winter months, this unit pa-
trols frozen waterways with snowmobiles
and airboats (shown in photo.) In 2013,
the Water Patrol began an enhanced ice
awareness detail. Special deputy volun-
teers went to public boat launches to
provide safety information to residents
about thin ice. On Lake Minnetonka,
channels and other known danger areas
were marked with orange fencing and
areas were patrolled more frequently.
Remote Operating Vehicle
In 2013 the Sheriff's Water Patrol began
using its new Remote Operating Vehicle
(ROV). Just as the name implies, the ROV is
operated by remote control. As it explores
the bottom of a lake or river, it sends
back real -time SONAR images to a laptop
computer screen.
Using the ROV reduces the time needed
to locate drowning victims and it has
improved safety conditions for Sheriff's
Office divers. The device confirms the
location of a drowning victim prior to our
divers entering deep, murky water that
often contains debris. The ROV is also used
to locate evidence underwater.
Finance Division
The Finance Division serves the entire
Sheriff's Office, providing accounting
support and financial reporting for the
Sheriff's Office.
The division developed the operating
budget of $87.0 million for 2013, the
five -year capital improvement plan, and
it provides fiscal analysis.
The division also develops a variety of
reports that provide a basis to assess the
financial impact of operations conducted
within the Sheriff's Office. Trend analy-
sis and year -end projections are provided
on a regular basis to assess financial op-
erations, and to provide a basis for timely
and effective decision making.
The Sheriff's Office acts as a good
steward of taxpayer dollars by aggres-
sively seeking federal and state grants to
supplement local property tax funding
and by enhancing partnerships in law
enforcement and the community.
HENNEPIN COUNTY SHERIFF'S OFFICE • 2012 ANNUAL REPORT • 13
Volunteer Services
Division
The Sheriff's Office is proud of our civil-
ian volunteers who donate their time to
provide valuable public safety duties, and
in 2013, we created the new Volunteer
Services Division.
The Special Deputy Unit is included in
the division. Volunteers are sworn in
as "special deputies" after completing
months of rigorous training, including
training to be first responders. Special
deputies are ready to assist with a wide
variety of public safety incidents, and
have responded to emergency scenes and
have performed life- saving rescues. Most
often, their dedicated service enhances
our community outreach. Special depu-
ties provide safety education to citizens
and complete patrol work — on land and
water.
Examples of duties include:
• Search, rescue and recovery of injured
or missing persons
• Patrol of lakes and rivers
• Community events and parades
• Emergency call outs
• Traffic and crowd control
• Interoperable communications
• Medical emergencies
• Underwater Rescue Team
There are additional volunteer opportu-
nities at the Sheriff's Office. Youth may
volunteer in the Explorer Unit and adults
may volunteer to teach classes to inmates
in the jail. For more information, visit
www.hennepinsheriff.org or email sher-
iff@hennepin.us.
Communications Division
The Sheriff's Office Communications
Division operates the largest consolidated
public safety answering point in the
Upper Midwest, dispatching for 21 fire
departments and 24 police agencies in 37
communities. The 911 center operates 24
hours a day, seven days a week.
Emergency 911 Dispatch Unit
When you call 911 from many cities in
Hennepin County, you will speak with
the Hennepin County Sheriff's Office
Emergency 911 Dispatch Unit. This is
often the first point of contact for the
caller to request assistance from the
public safety community.
Sheriff's Office telecommunicators (also
known as 911 dispatchers) identify the
particular needs of the caller by gathering
critical information and using this to
determine an appropriate level of re-
sponse by law enforcement, fire, or
emergency medical responders. This
process involves the telecommunicators
using three computerized emergency
telephone, dispatch, and radio systems.
Telecommunicators provide ongoing
updates to the officers in the field through
a sophisticated computer aided dispatch
(CAD) system and 800 -MHz public safety
radios.
Radio Systems Management
& Tactical Interoperable
Communications Unit
This unit operates the county's portion of
a field - deployable communications system
to enhance the statewide Strategic
Technology Reserve (STR). The STR
provides supplemental voice and data
communications capabilities to incidents
involving either a loss or lack of commu-
nications infrastructure.
The centerpiece of the Sheriff's Office STR
is a self - contained deployable voice and
data radio system installed on a trailer
called a SATCOW (satellite equipped
communications site on wheels.) The STR
includes a radio tower trailer, and an
electrical generator trailer with portable
radios, laptop computers and other
equipment. The STR also includes a
mobile Incident Communications Center.
The center is staffed by the Sheriff's
Communications Response Team,
consisting of Sheriff's Office engineering
and technical staff from the Volunteer
Services Division.
Radio Technical Support Unit
The Radio Technical Support Unit helps
make interoperable communication
possible by maintaining more than 7,000
portable and mobile radios on the 800 -
MHz infrastructure in which the Sheriff's
Office provides dispatch services. Mobile
radios and the 800 -MHz system are used
daily and the system has been proven to
be essential to saving lives during major
mass casualty incidents.
The unit's technicians create and program
radio templates, and they repair, diagnose
and install public safety communications
in police, fire, emergency medical, and
public works vehicles for agencies
throughout the county.
Computer Aided Dispatch (CAD)
management
Seventeen dispatch consoles are equipped
with a computer -aided dispatch software
system that incorporate mapping, public
safety unit recommendations, location
hazards and appropriate data tables along
with mobile computer access to officers in
the field. The CAD computers interface
with the 911 emergency phone system to
provide caller location information to
dispatchers and first responders.
Communications Response Team
(CRT)
The CRT operation is staffed with highly -
trained volunteers who have earned the
title of "special deputy." MARC special
deputies each hold an Amateur Radio
Technician Class or higher license. They
also serve on the Communications
Response Team (CRT), a group within the
Volunteer Services division.
HENNEPIN COUNTY SHERIFF'S OFFICE • 2012 ANNUAL REPORT • 15
Update on the Sheriff's Office 911
Emergency Communications Facility
On February 25, 2013, the Sheriff's
Office marked the start of construction
on our new 911 Emergency Communica-
tions Facility. Throughout the year,
extensive planning took place to ensure a
seamless transition into the new high -
tech facility. Among the accomplishments
in 2013 were:
Worked with the Metropolitan Emer-
gency Services Board on a new shared/
hosted Next Generation 9 -1 -1 Tele-
phone Answering System that will
service multiple dispatch operations.
It will be hosted at the Sheriff's 911
facility.
• Constructed a redundant fiber path
to connect the 911 facility with the
ARMER radio backbone housed in the
previous 911 facility in Golden Valley.
• Planned for the transition of dispatch,
technical services and engineering
operations to the new 911 facility by
creating several work groups.
The new facility is located in Plymouth,
adjacent to the Adult Corrections Facility.
It is needed to ensure uninterrupted 911
services and to accommodate future
advancements in communications
technology such as capturing voice, data,
photos and video for 911 calls and
emergency communications.
The total projected budget for the new
facility is $33.7 million. Many cost - saving
measures have been incorporated into
construction plans. For example, the
facility is being built on property that was
already owned by the county. An existing
communications tower is on the property
so a new tower is not needed.
The facility will improve operational
efficiencies and optimize operating
expenses by collocating three principal
functions — the 911 Public Safety Answer-
ing Point, Critical Infrastructure Radio
and Data Network Center, and Radio
Systems Operations and Technical
Services.
Construction is scheduled to be complet-
ed in late July 2014 and the facility will
begin operations at the end of 2014.
Forensic Sciences
The Forensic Sciences Division provides
forensic services to suburban Hennepin
County law enforcement agencies and
several state and federal agencies.
In 2013, the Hennepin County Sheriff's
Office Crime Lab reduced its DNA testing
turnaround time. For DNA recovered at
the scenes of violent crimes, the turn-
around time to analyze DNA evidence
was reduced by 52 percent from 2010-
2013. During that same time period, in
cases involving property crimes, the time
required for DNA analysis was reduced by
68 percent. Studies have shown that
when DNA analysis is used to investigate
property crimes, a reduction in violent
crime is seen as well.
Crime Scene Unit
Crime Scene Investigators (CSIs) collect
evidence at crime scenes, disaster scenes,
and other public safety incidents county-
wide. CSIs are licensed sheriff's deputies
dedicated exclusively to processing crime
scenes 24 hours a day, seven days a week.
In 2013, the CSIs responded to 2,966
requests for crime scenes to be processed.
Crime Laboratory Unit
The Crime Laboratory Unit includes:
Administration and Support, Biology/
DNA, Evidence Management, Firearm
and Tool Mark, Latent Print, and Multi-
media Evidence. The Sheriff's Office
Crime Laboratory is one of only three
accredited crime laboratory systems in
Minnesota and has earned International
Program accreditation from the American
Society of Crime Laboratory Directors/
Laboratory Accreditation Board (ASCLD/
LAB). The lab has developed a firearms
reference library and has obtained more
than 1,300 guns that can be used to assist
Sheriff's firearm examiners in case work.
Firearms evidence and analysis has tied
criminals and crimes together. This is
important in the prosecution of offenders.
The Latent Print Section recovers latent
fingerprints and palm prints from
evidence submitted for processing and
compares and identifies the latent prints
to those of known persons. This work
resulted in the comparison of more
than 3,100 prints resulting in 890
identifications.
Investigative Division
The Investigative Division includes the
Hennepin County Violent Offender Task
Force, Narcotics Task Forces, Detective
Unit, and Criminal Information Sharing 8z
Analysis (CISA).
Hennepin County Violent Offender
Task Force (HC VOTF)
HC VOTF conducts proactive, focused
investigations on the county's most violent
offenders. These offenders are engaging in
suspected illegal activity and have a
violent history based on arrests or convic-
tions for homicides, weapons, aggravated
robberies, narcotics and assaults.
The task force includes personnel from the
Sheriff's Office, the Drug Enforcement
Administration (DEA) and the following
police departments: Brooklyn Park,
Brooklyn Center, Golden Valley, and
Richfield. HC VOTF also works as a force
multiplier — if crime increases in a certain
community or area of the county, HC-
VOTF may provide additional personnel
to work with local law enforcement.
Detective Unit
The Sheriff's Office Detective Unit con-
ducts investigations in communities where
the Sheriff's Office is the primary provider
of law- enforcement services, in communi-
ties where the local police department
lacks the resources to provide full -time
investigators, and in county facilities
including the Hennepin County Medical
Center, Adult Corrections Facility and the
County Home School. Detectives conduct
hundreds of investigations into criminal
activity ranging from property crimes to
violent crimes, including homicides.
Detectives are assigned to several specialty
assignments, including the Minnesota
Joint Terrorism Task Force, the Internet
Crimes Against Children Task Force, the
Northwest Collaboration (Brooklyn Park,
Brooklyn Center, and Hennepin County
Sheriff's Office), the Hennepin County
Attorney's Office and the CODIS team
which identifies suspects using CODIS,
the Combined DNA Index System.
HENNEPIN COUNTY SHERIFF'S OFFICE • 2012 ANNUAL REPORT • 17
Criminal Information Sharing &
Analysis Unit (CISA)
This unit provides timely analysis of
criminal information to area law enforce-
ment agencies, provides a platform for
agencies to share information on criminal
activity, and provides crime pattern and
trend analysis. This helps identify suspects
more quickly and it helps in crime
prevention.
CISA has assisted with organizing several
effective partnerships that are grouped by
geographic region. This unit organizes the
information that is shared among investi-
gators, adds further analysis and redistrib-
utes the information back out to law
enforcement.
West Hennepin County Crime Collabo-
ration: Hennepin County Sheriff's Office,
Hennepin County Attorney's Office,
Hennepin County Department of Com-
munity Corrections and Rehabilitation,
Carver County Sheriff's Office, Three
Rivers Park District, West Hennepin
Public Safety and police departments
from: Corcoran, Deephaven, Medina,
Minnetrista, Orono, Rogers, Wayzata, and
South Lake Minnetonka Police.
Northwest Hennepin County Crime
Collaboration: Hennepin County Sheriff's
Office, Hennepin County Attorney's
Office, Hennepin County Department of
Community Corrections and Rehabilita-
tion and police departments from: Brook-
lyn Park, Brooklyn Center, Champlin,
Maple Grove, Minneapolis, Plymouth,
Robbinsdale, Crystal, New Hope, and
Metro Transit.
Southwest Hennepin County Crime
Collaboration: Hennepin County Sheriff's
Office, Hennepin County Attorney's
Office, Hennepin County Department of
Community Corrections and Rehabilita-
tion and police departments from: Bloom-
ington, Eden Prairie, St. Louis Park, Edina,
Golden Valley, Minnetonka, Minneapolis,
Richfield, and Hopkins.
Metro Regional Information Collabora-
tion: Hennepin County Sheriff's Office
and sheriff's offices from the following
counties: Ramsey, Washington, Anoka,
Dakota, Carver, Sherburne and McLeod.
Want to fight crime?
Send your crime tips anonymously
to the Sheriff's Office. Select one
of the options below. In case of
emergency, call 911.
Install a cell phone app.
Free apps are available for Phones
and androids. Search for the word
Hennepin in the app store.
Text HCSOtip to 847 411.
Begin your message with the
keyword HCSOtip.
Use our QR code.
Scanning the code allows easy
access to an online tip form.
❑' ;: i❑
qr
Or
Narcotics task forces
HCSO is committed to strong investiga-
tive partnerships with federal, state and
local law enforcement. Narcotics task
forces include officers from different
agencies to promote collaboration and to
provide geographic coverage for narcotic
investigations.
HCSO assigns a deputy to work with the
Northwest Metro Drug Task Force which
includes officers from the following police
departments: Plymouth, Crystal, Robbin-
sdale, New Hope, and Brooklyn Center.
In addition, two HCSO deputies work
with the Drug Enforcement Administra-
tion (DEA) to combat narcotics traffick-
ing across state lines.
Medicine
Disposal
w�'
Combatting heroin and painkiller abuse
In 2013, HCSO continued its efforts to fight the opiate crisis —
which includes heroin and prescription medication abuse. HCSO
and our personnel working on narcotics task forces confiscated a
large amount of heroin and targeted illegal drug operations.
For each task force listed below, HCSO
contributes a deputy and a sergeant to
oversee daily operations.
West Metro Drug Task Force: HCSO,
Medina Police Department, Orono Police
Department, and West Hennepin Public
Safety. In 2013, the task force made 54
arrests and completed 81 search war-
rants.
Southwest Hennepin Drug Task Force:
HCSO, Hopkins, Eden Prairie, St. Louis
Park, Edina, and Minnetonka. In 2013,
the task force made 270 arrests and
completed 120 search warrants.
To reduce the risk of prescription medication abuse, residents are
urged to properly dispose of unwanted medications in disposal
boxes (center). HCSO collected nearly seven tons of medications
in 2013. For disposal box locations, visit www.hennepinsheriff.org.
In addition, Sheriff Stanek and Minnesota Senator Chris Eaton At community events throughout the year, HCSO and counselors
announced a proposal for new law that would allow law provided information to parents about drug prevention for
enforcement officers to administer a heroin antidote (left). teens (right).
This would provide quicker access to lifesaving treatment for
people who overdose.
Sheriff Richard W. Stanek is
the 27th Sheriff of Hennepin County
and is serving his second term in
Minnesota's largest county with 1.2
million residents. He was first
elected in November of 2006, and
was re- elected in 2010.
HENNEPIN COUNTY SHERIFF'S OFFICE • 2012 ANNUAL REPORT • 19
Leadership
A 30 -year veteran of law enforcement,
Sheriff Stanek began his career in the
Minneapolis Police Department; he rose
through the ranks from patrol officer,
detective, precinct commander, to
commander of criminal investigations.
While a police officer, Sheriff Stanek was
elected five times to the Minnesota State
Legislature where he chaired the House
Crime Policy & Finance Committee and
authored Minnesota's Felony DWI law,
Minnesota's standard for DNA collection
for predatory offenders, and Minnesota's
Homeland Security Act of 2002. In 2003,
he was appointed by the governor as
Commissioner of Public Safety & Direc-
tor of Homeland Security for Minnesota.
Sheriff Stanek currently serves in leader-
ship positions with several national
organizations and on several national
boards. He is on the executive committee
for the National Sheriffs' Association,
serving as chair of the Homeland Secu-
rity Committee, and vice -chair of the
Global Affairs Committee.
Chief Deputy Mike Carlson
He is the immediate past president of the
Major County Sheriffs' Association. In
that role, Sheriff Stanek participated in
the President Obama's national law
enforcement working group that was
convened by the White House to address
gun violence and mental health.
Sheriff Stanek serves on both the Director
of National Intelligence's Joint Counter -
terrorims Assessment Team and the
Homeland Security /Law Enforcement
Advisory Board. He is a member of the
Criminal Intelligence Coordinating
Council which advises the U.S. Attorney
General on national and international
issues of public safety.
Sheriff Stanek earned a Criminal Justice
Degree from the University of Minnesota,
and a Master's Degree in Public Adminis-
tration from Hamline University.
Major Kip Carver
Investigations Bureau
Major Tracey Martin
Administrative Services Bureau
Major Darrell Huggett
Enforcement Services Bureau
Major Jeff Storms
Detention /Court Services
Bureau
Volunteers: Promotions
Years of The following personnel were promoted to the ranks and positions listed below:
Service Awards Captain: ... ............................................................................................. Ken Crouch
Lieutenant: ..................................... Dan Antisdel, Shawn Maloney, Robert Staupe
Jail Volunteers
Telecommunications Sergeant:
.... ......................................................... Rita Feucht
Sergeant: .... .......... Erik Fleck, Shawn Gullickson, Nabil Gottwaldt, Daniel Koski,
10 years of service:
...............................................................................
............................... Jeffrey Biebl
Mary Lind
Detention Sergeant: .... .....................................
............................... Chris Douglas
Deputy: ......... ... Haissan Hussein, Eric Olson, Jeffrey Grates, Michael Hendricks,
Special Deputies
........................................................................................
...................EricAnderson
5 years of service:
Principal Office Specialist: .............................................................
Elizabeth Sharp
Noah Barton
Forensic Science Supervisor: ...
............................ .........................Angela Erickson
David Cartwright
Custody Records Coordinator ....................... Eugene Lyons, Michaela Christensen
Forrest Deering
Custody Records Supervisor ...............................
............................... Nan Terlisner
Daniel Fesler
James Frederickson
Jeffery Kleven
Retirements
Mary McCarthy
David Ratz
Employee retirements
Position Years of service
Lisa Reinhart
Richard Rindal
Kathy Schleif,
Deputy 20 years
Kathleen Sautter
Michelle Scheidemantle
Brenda Opheim,
Deputy 25 years
Amanda Schuman
Joe Sherohman
Det. Sgt. Vern McIntyre,
Detention Sergeant 21 years
Sheldon Smith
Andrew Talatinick
Jakki Schultz,
Administrative Secretary 32 years
John Warren
Brendan Williams
James Anderson,
Deputy 22 years
Jared Zochert
Terry Thompson,
Deputy 28 years
10 years of service:
Richard Siakel
Sherry Ramin,
Accountant 22 years
15 years of service:
Jason Stahlberg,
Deputy 30 years
Arthur Hart
Craig Petersen
35 years of service:
Stephen Hartman
Roald Knutson
45 years of service:
John Thill
Sheriff's Office awards
Unit Citation Award
HCSO Communication Division
Sheriffs Award of Merit
Mound Fire Department
Sergeant Clayton Sedesky
Deputy John Cramble
Commendation Award
Telcommunications Sgt. Liane Yanta
Telcommunications Sgt. Lou Menton
Telcommunications Sgt. Russ Hanes
Deputy Andy Gelbmann
Deputy Craig Canny
Deputy Jeff Marshall
Deputy Joe Seffens
Deputy Matt Hagen
Deputy Grant Breems
Detective Bernie Bogenreif
Sergeant Matt Steffens
Warrant Clerk Elizabeth Sharp
HENNEPIN COUNTY SHERIFF'S OFFICE • 2012 ANNUAL REPORT • 21
Citizen awards
Sheriff's Award of Merit
Bill Wilen
Bob VanDenBroeke
Chief Justice Paul Anderson
Sheriff's Distinguished Service Award
Joe Boston
Greg Ovik
Susan Adams Loyd
Imam Sheikh Sa'ad Roble
Bishop Richard Howell
Katey Taylor
Tom Siegert
Gloria Belmer
Special Deputy David Cartwright
Connect with us!
Visit www.hennepinsheriff.org to access
our social media channels.
Like us on facebook
www .facebook.com /hennepinsheriff
Follow us on Twitter
www.twitter.com /hennepinsheriff
Watch our safety videos
www.youtube.com /hennepinsheriff
Subscribe to email messages
www.hennepinsheriff.org
f
The icons represent the eight lines of business
for the Sheriff's Office: Jail, 911 /Dispatch, Patrol,
Crime Lab, Investigations, Warrants, Court Security,
Civil Process.
HENNEPIN COUNTY SHERIFF'S OFFICE
350 South Fifth Street, Room 6
Minneapolis, Minnesota 55415
612.348.3744
www.hennepinsherifforg
Text tips to hcsotip at 847411
WATCH your kids when they
are in —or near —the water
In 70 percent of cases where young children
drowned, one or both parents were nearby. Being
nearby isn't enough. Adults must focus on their
kids who are in —or near —the water.
For preschool children, use "touch supervision" —
parents should be close enough to reach the child
at all times.
Designate one adult as a "Water Watcher" who
will focus on the kids and avoid distractions such
cell phones or even talking with others. Remain
near the water until you pass the responsibility to
another adult.
Parents must give careful, constant and active
supervision to their kids —even when there are
lifeguards on duty.
WEAR an approved
life jacket
Weak swimmers or non - swimmers should wear
U.S. Coast Guard - approved life jackets in or near
swimming pools or other bodies of water. Adult
supervision is still needed.
Do not rely on water wings or other
inflatable devices.
State law requires that children under age 10
must wear a life jacket while boating. Life jackets
must be readily accessible for all boaters. It is
highly recommended that all children and adults
wear life jackets during boating.
LEARN to swim and learn
more about water safety
Adults and children must know how to swim.
Teach children how to tread water, float and stay
by the shore.
For a safe rescue of a submerged person, use a
shepherd's hook to pull them to the water's edge.
For a safe rescue of a conscious person, throw them
a life preserver or use a shepherd's hook —so they
may reach for it and then be pulled to safety.
Learn CPR. This should be a priority for parents!
Stay away from swimming pool /spa drains and
other pool openings to avoid entrapment. Report
damaged or non - compliant drains and covers.
Do not enter a pool or spa with a broken, loose
or non - compliant drain cover.
Keep swimming, boating,
and water recreation fun —by
keeping these activities safe!
Drowning is the leading cause of accidental death
for children 1 to 4 years old. Among children
1 to 14 years old, it is the second leading cause
of accidental death.
Drowning is QUIET. Someone who is struggling
will not yell for help and will not wave their arms.
Often, they slip silently underwater.
Drowning is QUICK. It takes only a few minutes
for a drowning or serious brain injury to occur.
"Drowning prevention requires more
than one safety measure. If one
safety measure fails, another safety
measure might save your life —or
the life of your child."
Sheriff Rich Stanek
Hennepin County Sheriff's Office
Hennepin County Sheriff's Office
Dedicated to increasing public safety through leadership,
integrity, and strong partnerships
In case of emergency, call 9 -1 -1
To learn more, visit www.hennepinsherifforg
and www.thinkdontsink.org.
Hennepin County
Sheriff's Office
350 South Fifth Street, Room 6
Minneapolis, Minnesota 55415
612 - 348 -3744
www.hennepinsheriff.org
HENNEPIN COUNTY SHERIFF'S OFFICE
Our 2014 goals
1. Build upon innovative uses of social media,
communications, citizen input, and public education to
fight crime.
2. Maintain international accreditation of the Crime Lab to
continue to provide forensic services using the highest
industry standards.
3. Continue to provide excellent training opportunities to
our current employees and recruit and hire a highly -
skilled, diverse workforce to meet the needs of the future.
4. Continue to focus on public — private partnerships.
5. Increase public safety awareness and build strong
relationships between diverse communities and HCSO.
The Sheriff's Community Engagement Team will lead
our community policing efforts.
6. Complete the successful transition to the new HCSO
911 Emergency Communications facility, ensuring
the implementation of state -of -the art technology and
seamless interoperability between HCSO and local
jurisdictions.
7. Contribute to the multi- agency Jail to Community
initiative that will provide services to inmates with the
goal of reducing the risk that they will re- offend and
return to jail.
8. Provide law enforcement services in a cost - effective
manner and continue to implement innovative
efficiencies in operations.
9. Optimize IT assets and strategically incorporate future
generation law enforcement technology projects in a
cost - effective manner.
10. Continue efforts at the Minnesota Legislature to address
issues of those suffering with mental illness and the
criminal justice system. The jail should not be a holding
place for the mentally ill.
In
Hennepin County Sheriff's Office - �(
�
350 South 5th Street Room 6 -
Minneapolis, MN 55415 s_
612 - 348 -3740
www.HennepinSherifforg =�-
Text tips to: HCSOtip at 847411
Mission F
r
Dedicated to increasing public safety through leadership,
integrity & strong partnerships I a M
Outstanding public safety through exemplary leadership,
dynamic, collaborative partnerships & innovative resource
management.
I,4coUNT\
The icons represent the eight lines of business for the Sheriff's
Office: Jail, 911 /Dispatch, Patrol, Crime Lab, Investigations, Warrants,
Court Security, Civil Process.
2/2014
STRATEGIC PLAN
2014
I am extremely proud of the
accomplishments of the
Hennepin County Sheriff's Office
(HCSO) in fighting crime and
planning for the future needs of
public safety. Our list of achieve-
ments along with our new 2014
goals demonstrate our commit-
ment to improving public safety
throughout the county.
In an effort to respond to the
needs of the people we serve, we
received input on our strategic
plan from residents who represent businesses, schools,
places of worship and community groups. I invite you to
review our public safety goals and provide your feedback by
emailing me at sheriff @hennepin.us.
J. -
.. W
Richard W. Stanek
Hennepin County Sheriff
Strategic focus priorities
• Fight violent crime and the lethal combination
of guns, gangs, kids and drugs.
• Advance capabilities and best practices in criminal
information sharing & analysis throughout Hennepin
County and the region to reduce and prevent crime.
• Serve as good stewards of taxpayer dollars through
innovative and prioritized management of resources.
• Leverage innovative technology and forensic sciences
to efficiently solve crime and reduce victimization
across the county.
• Lead in the preparation, training and response to
emergencies, disasters and threats, including
Homeland Security.
• In service to the residents, provide leadership and
education on issues of public safety.
• Value the contribution of employees and volunteers of the
Sheriff's Office and provide opportunities needed for skills
enhancement and leadership development.
2013 Accomplishments
1. Continued crime reduction across
Hennepin County:
Since 2006, violent crime in the county has dropped
36 %. Information -led policing identified crime trends,
criminal enterprises operating in multiple jurisdictions,
and high -risk offenders. Sharing data across the
region and leveraging partnerships through the
Hennepin County Violent Offender Task Force and the
Metropolitan Regional Information Collaborative have
been vital to the success in reducing violent crime.
2. Reduced Forensic DNA analysis turnaround
time by half at the HCSO Crime Lab:
Created efficiencies in workflow to reduce the time
required for DNA analysis compared to turnaround
times three years ago. In 2013, there were increased
requests completed for biology /DNA evidence and an
increased caseload for the analysis of firearms evidence.
The Crime Lab maintained international accreditation.
3. Advocated for public safety legislation at the
state and federal levels:
Led efforts at the state and federal level to address
issues of extreme gun violence by those with untreated
mental illness. We also worked with Minnesota
legislators to improve Minnesota's participation in the
National Instant Criminal Background System (NICS),
ensuring people committed by a court for mental health
treatment do not have access to firearms.
4. Focused on strong partnerships:
Used a collaborative approach to law enforcement
at the local, state and federal levels, including the
coordinated efforts of SafeZone and countywide warrant
sweeps. The HCSO Community Advisory Board
provided input from residents concerning strategic
planning and new initiatives.
5. Disposed of seven tons of
unwanted medications:
Collected unwanted medications in six disposal boxes
and conducted environmentally -safe destruction of the
medicine to reduce the risk of addiction and abuse of
prescription painkillers. HCSO worked with partners
from the private sector to conduct town hall meetings
concerning painkiller and heroin abuse prevention.
6. Provided crime prevention messaging
and outreach:
Partnered with community organizations through
our Community Engagement Team to share crime
prevention information with residents and to discuss
their public safety concerns at many events including
National Night Out, Hooked on Fishing and One Day
Citizens' Academies.
7. Conducted multi- agency Active
Shooter Training:
Organized and conducted a year -long schedule
of training exercises for HCSO and multiple law
enforcement agencies to prepare, prevent and respond
to active shooter incidents. Training took a regional
approach to emergency response and included
representatives from schools, places of worship,
hospitals, and businesses.
8. Launched the Sheriff's Leadership Series:
Created a program that brought national and
international experts to HCSO to provide information
to residents and law enforcement personnel about
public safety topics including homeland security and
active shooter incidents.
9. Acted as good stewards of taxpayer dollars:
By careful planning, cost - saving measures were taken
and efficiencies were realized by consolidating and
relocating internal departments within HCSO.
10. Established the new Volunteer
Services Division:
Recognizing the tremendous value of our civilian
volunteers, HCSO created a new division that consists
of Special Deputies, Jail volunteers, and our youth
Explorer Post. Approximately 300 residents donate their
time to provide public safety services.