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HomeMy WebLinkAbout19990503_regularMINUTES OF THE REGULAR MEETING OF THE EDINA CITY COUNCIL HELD AT CITY HALL MAY 3,1999 - 200 P.M. ROLLCALL Answering rollcall were Members Faust, Hovland, and Mayor pro-tem Maetzold. Member Kelly entered the meeting at 210 P.M. CONSENT AGENDA ITEMS APPROVED Motion made by Member Hovland and seconded by Member Faust approving the Council Consent Agenda as presented. Rollcall: Ayes: Faust, Hovland, Maetzold Motion carried. *MINUTES OF THE REGULAR MEETING OF APRIL 19, 1999, AND SPECIAL BOARD OF REVIEW MEETINGS OF APRIL 12,1999, AND APRIL 19,1999, APPROVED Motion made by Member Hovland and seconded by Member Faust approving the Regular Meeting Minutes of April 19,1999, and Special Board of Review Meetings Minutes of April 12, 1999, and April 19, 1999. Motion carried on rollcall vote - three ayes. PUBLIC HEARINGS HELD, STREET RESURFACING IMPROVEMENT PROTECTS ORDERED HIGHLANDS PARK; A-187 ROSEMARY LANE; AND A-188 EDEN PRAIRIE ROAD Affidavits of Notice were presented, approved and ordered placed on file. FOR A-184 BROOKSIDE HEIGHTS; A-185 SKYLINE DRIVE AND BLOSSOM COURT; A-186 I Presentation bv Engineer Engineer Hoffman said in 1973, Edina started re-building streets that were between 35-50 years old. The Country Club area was the first area to be resurfaced and new curbs installed. The Morningside area was completed in the early '80s and the necessity for improvements has gradually moved west as the City grew older. Recently, the Hilldale area north of Interlachen was completed bringing us to the five areas being proposed for reclamation projects this year. Engineer Hoffman reminded the Council that all the projects to be discussed have been staff initiated and require a 4/5 vote for the projects to move forward. He also reminded the Council that: 1) all streets being proposed for recIamation/reconstruction are at least 35 years of age; 2) the public hearings are to decide whether to order the projects; and 3) after the projects are completed, assessment hearings will be held to determine the final amount assessed against the benefited properties. Engineer Hoffman said residents have received a letter from the City Engineer, regarding the assessment process. He stated that typically street assessments are spread over a ten year period with interest accruing on the unpaid balance. Engineer Hoffman noted that all sewer lines in the proposed improvement areas will be televised to ascertain whether repairs are warranted. The cost of this process will be paid by utility funds. Engineer Hoffman noted Assistant Engineer Houle has met with residents concerning the proposed improvements. Presentation by Assistant Ennineer Assistant Engineer Houle pointed out that local streets in Edina receive routine maintenance throughout their life. In years past, a technique was used called skin-coating (which is no longer Page 1 MinutesBdina City CounciVMav 3,1999 I used) that put down a thick slurry on the pavement. Pot holes are patched on an 'as needed' basis. Seal-coating and crack-sealing are performed every 10-12 years as needed. The Public Works Department analyzes the streets and determines whether to seal-coat or seal the cracks, and when. Bituminous roadways are considered flexible pavement and historically last 30-35 years. Assistant Engineer Houle explained that roadways contain many patches and much cracking, but may not be at the point of needing total reconstruction. Instead, a street reclaiming process could be used. The reclaiming process consists of a grinding machine @ding up the existing roadway and using all portions of the existing roadway. The roadway is graded, compacted, and then repaved. Disturbances to driveways, yards and landscaping for areas that are not adding concrete curb and gutters is minimal. The City repairs disturbances associated with the project such as underground sprinklers. Disturbances to driveways, yards and landscaping for areas that adding concrete curb and gutters will depend on the layout of the new curb and gutter. Reclaiming is typically about one third the cost of total roadway reconstruction. Assistant Engineer Houle finished stating that if the projects are ordered, bids would be opened and awarded in June with construction beginning in July. Projects would be completed in September, depending upon the utility work involved. Special assessment hearings would be held either this fall or the fall of 2000. Member Faust asked clarification regarding the special assessment hearings. Assistant Engineer Houle explained if the projects are ordered, and construction takes place, then assessment hearings would be held. Mayor pro-tem Maetzold explained when the projects are completed and actual costs are known, the Council reviews the formulas used to calculate the special assessments. Historically, the assessments have been by parcel or by unit. Member Hovland asked what the Engineering Department standards were for determining whether a roadway requires reclamation. Assistant Engineer Houle explained that upon viewing the pavement and if it looks like it needs reconstruction, that would be suggested. If the roadway is beginning to crack, break-up, and heave, reclaiming will be suggested. The goal is to catch the roadways before they require total reconstruction. Member Hovland asked if conditions were standard for all the projects being proposed. Assistant Engineer Houle said streets vary in some aspects, but all the roadways are thirty-five plus years old and are very brittle. Engineer Hoffman noted it is better to totally reclaim a roadway than only repair the 'bad spots'. I. Mayor pro-tem Maetzold asked the life expectancy of reclaiming versus total reconstruction. Assistant Engineer Houle said reclaiming will last as long as a total reconstruction. Mayor pro-tem Maetzold inquired whether the cost of reclaiming is about a third of the cost of reconstruction. Assistant Engineer Houle said that is correct. BROOKSIDE HEIGHTS NEIGHBORHOOD STREET RESURFACING, CURB AND GUTTER, IMPROVEMENT NO. A-184 Assistant Engineer Houle noted the Brookside Heights neighborhood is located south of Interlachen.Boulevard and north of Vernon Avenue or adjacent to the Grandview area. Streets included are; Oxford Avenue, Bedford Avenue, William Avenue, Hankerson Avenue, Grandview Lane, West 51st Street, and West 52nd Street. The area has one of the worst scenarios for roadway cracking and alligator cracking. The roadways were constructed between 1956 and 1966, and have received normal sealcoat maintenance. Comments were received about drainage problems during the neighborhood meetings. The proposed improvement would include curb and gutter along Oxford Avenue and Bedford Avenue, at the residents' request. Presently, Oxford and Bedford are 23 Page 2 Minutesfidina Citv CounciVMay 3,1999 feet in width and are planned to be increased to 26 feet in width. Staff plans to protect trees along the streets, although some residents have asked the City to remove their trees. Assistant Engineer Houle said the area will be studied regarding the location of s&p pumps and a decision made whether a storm sewer line needs to be installed. I The estimated project cost for the Brookside Heights neighborhood is $260,000. Estimated special assessments are $1,300 per lot or unit. Residents who will be receiving concrete curb and gutter will incur an additional $800 per assessable lot for a total of $2,100. Member Faust asked how the parking pull-offs on Bedford will be handled. Assistant Engineer Houle said according to City Code, pull-offs are illegal. Engineer Hoffman said staff will study whether a code amendment is needed to maintain the pull-offs; or to recommend removing the pull-offs. The Brookside area is not the only location in the.City that has pull-offs. Following staff analysis, this issue may come before the Council for discussion. Member Hovland asked how the utility improvements would be handled during the construction process. Assistant Engineer Houle elaborated that aIl sanitary sewers and watermains in the neighborhood would be examined. The Brookside neighborhood has not had many breaks, so staff does not believe many water repairs will be necessary, He reminded Council that lines are in the process of being televised to determine whether repair is necessary. If repairs are warranted, funding will come from the utility fund (which is charged to residents on a quarterly basis) and would not be specially assessed. He added the Engineering Department sent out notices to utilities such as Paragon Cable, Minnegasco, USWest, and NSP notdying them of potential projects. The utility companies, can if they deemed it necessary, update their equipment during the street improvements' construction. Minnegasco has indicated that they would like to update their mains during the construction of all the projects. Mayor pro-tern Maetzold pointed out that concrete curb and gutter are being installed on Oxford and Bedford because residents have requested it. Assistant Engineer Houle said residents were surveyed regarding interest in curb and gutter installation. Mayor pro-tem Maetzold asked for more information on the sump pumps in the neighborhood. Assistant Engineer Houle said the proposed improvement is similar to the Tower project where a storm sewer line will be installed allowing homes with a sump pump to stub their individual pipes into the boulevard pipe. Within the next few months, staff will be presenting results of the sump pump inspection program to the Council. Public comments Judy Romine, 5021 Oxford Avenue, stated she has been a resident of the City for thirty-five years. Ms. Romine said that if only seven neighbors want curb and gutter it should not be installed. She urged the Council to not install curb and gutter. In the past, residents were told no curb and gutter were needed because of the area's steepness. Assistant Engineer Houle noted of the 24 surveys returned for Bedford and Oxford Avenues, 18 residents wanted curb and gutter and 6 did not want. He added that on steep grades roadway edges erode as the water drains down the street. Gary Zachman, 5343 Interlachen Boulevard, stated he never saw any survey, and that he did not favor installing curb and gutter. Mr. Zachman suggested the Council akempt io get overhead power- lines buried. Page 3 . -b %X - Minutes/Edina Citv CounciVMav 3,1999 Dean Lerum, 5025 Bedford Avenue, reported he supports preserving trees, but expressed concern that he would loose eight feet of his front yard. Mr. Lerum asked that the street not be widened to 26 feet if the entire impact will be on his side of the street. Tom Peterson, 5005 Bedford Avenue, noted he has also lived in the Brookside area thirty-five years. Mr. Peterson commented; 1) he would be sad to lose the trees; 2) he did not want curb and gutter installed; and 3) asked why the street width needed to be increased. Assistant Engineer Houle explained that the street width would be increased to aid emergency vehicles. He added that the width could be 24 feet, but then parking would need to be restricted to only one side of the street. Member Kelly stated that he also hated to see the Brookside area loose its trees. He asked staff if the speakers were accounted for in the survey results and urged that the streets be kept as narrow as is safe, while still allowing public safety access. Member Faust commented that she agreed with Member Kelly regarding keeping the trees where possible and keeping the streets narrow as can be safely allowed. Member Hovland asked for an explanation of the advantages and disadvantages of “bulkhead curb” versus ”surmountable curb” versus ”no curb“. Assistant Engineer Houle explained that without curb, roadways break down more quickly because the edges are eroded. Surmountable curb allows a minimal space for water to drain while bulkhead allows the best pooling and drainage of water. I Member Kelly made a motion introducing the following resolution and moving its adoption: RESOLUTION BROOKSIDE HEIGHTS NEIGHBORHOOD STREET RESURFACING, CURB & GUTTER ORDERING IMPROVEMENT NO. A-184 WHEREAS, pursuant to a resolution of the Council adopted April 5, 1999, setting the public hearing on May 3,1999; and WHEREAS, pursuant to the resolution of the Council a report has been prepared by the Edina City Engineer with reference to the Brookside Heights Neighborhood Street Resurfacing, Curb & Gutter Improvement Project A-184 and this report was received by the Council on April 5, 1999; and WHEREAS, ten days’ mailed notice and two weeks’ published notice of the hearing was given and the hearing was held thereon on the 3rd day of May, 1999, at which all persons desiring to be heard were given an opportunity to be heard thereon. 1. The Brookside Heights Neighborhood Street Resurfacing, Curb & Gutter Improvement Project 2. The Edina City Engineer is hereby designated as the engineer for this improvement. The City 3. The City Engineer is hereby authorized to advertise and take bids for Brookside Heights Adopted by the Council this 3rd day of May, 1999. Member Hovland seconded the motion. NOW, THEREFORE, BE IT RESOLVED, by the Edina City Council: A-184 is hereby ordered as proposed; Engineer shall prepare plans and specifications for the making of such improvement. Neighborhood Street Resurfacing, Curb and Gutter, Improvement No. A-184 Rollcall: Ayes: Faust, Hovland, Kelly, Maetzold Resolution adopted. Page 4 MinutesEdina City CounciVMay 3,1999 SKYLINE DRIVE AND BLOSSOM COURT STREET RESURFACING, CURB AND GUTTER, IMPROVEMENT NO. A-185 Assistant Engineer Houle explained that Skyline Drive from Interlachen Boulevard to the end of the cul-de-sac and Blossom Court from Skyline Drive to the end of the cul-de-sac are proposed to be resurfaced using a reclamation method. Assistant Engineer Houle stated that the streets had been built in 1965 and have reached the end of their useful life. Further seal coating and spot repairs were not recommended. He noted that neighbors, responding to an Engineering survey indicated they do not want curb and gutter. The erosion at the southern end of the project wiU be addressed as well as other drainage concerns. Any needed utility work would be paid for from utility funds. The total estimated cost is $74,000 with approximately $2,900 proposed to be specially assessed against each benefited parcel with a frontage on the affected street. Side and rear yard properties would be assessed at 1/3 the front rate as per City policy. Public Comment Kathy Brunkow, 5101 Skyline Drive, asked if the median in the center of the cul-de-sac were going to be maintained or changed. Ms. Brunkow also asked about underground sprinklers and invisible pet fences. Assistant Engineer Houle replied that the cul-de-sac medians would be maintained. He added that any underground sprinklers damaged during street construction would be restored. Engineer Hoffman added that anything other than sprinklers such as invisible pet fences would not be repaired, but would instead be the homeowner's responsibility. Member Hovland made a motion introducing the following resolution and moving its adoption: RESOLUTION SJCYLINE DRIVE & BLOSSOM COURT STREET RESURFACING, CURB & GUTTER ORDERING IMPROVEMENT NO. A-185 WHEREAS, pursuant to a resolution of the Council adopted April 5, 1999, setting the public hearing on May 3,1999; and WHEREAS, pursuant to the resolution of the Council a report has been prepared by the Edina City Engineer with reference to the Skyline Drive and Blossom Court Street Resurfacing, Curb & Gutter Improvement Project A-185 and this report was received by the Council on April 5, 1999; and WHEREAS, ten days' mailed notice and two weeks' published notice of the hearing was given and the hearing was held thereon on the 3rd day of May, 1999, at which all persons desiring to be heard were given an opportunity to be heard thereon. 1. The Skyline Drive and Blossom Court Street Resurfacing, Curb & Gutter Improvement Project A-185 is hereby ordered as proposed; 2. The Edina City Engineer is hereby designated as the engineer for this improvement. The City Engineer shall prepare plans and specifications for the making of such improvement. 3. The City Engineer is hereby authorized to advertise and take bids for the Skyline Drive and Blossom Court Street Resurfacing, Curb and Gutter, Improvement No. A-185. Adopted by the Council this 3rd day of May, 1999. Member Kelly seconded the motion. I NOW, THEREFORE, BE IT RESOLVED, by the Edina City CounciI: Rollcall: Ayes: Faust, Hovland, Kelly, Maetzold Resolution adopted. HIGHLANDS PARK NEIGHBORHOOD STREET RESURFACING, CURB AND GUTTER, IMPROVEMENT NO. A-186 Assistant Engineer Houle explained the improvement project consisted of Dundee Road from Northwood Drive to Ayrshire Boulevard; Mirror Lakes Drive from Interlachen Page 5 MinutesEdina Citv CouncivMav 3,1999 I Boulevard to Ayrshire Boulevard; Chantry Road and Glengarry Parkway from Northwood Drive to Ayrshire Boulevard; Doncaster Way from Highland Park Shelter to Vernon Avenue; and Merritt Circle. The total project cost is estimated at $487,000 with the estimated special assessment between $2,500 and $3,000 per assessable lot. Some residents abut the project area with their side yards and therefore, will be assessed at 1/3 of the per unit cost. Assistant Engineer Houle noted staff initiated the improvement project. The Edina Street Department requested that the streets be reconstructed because of their poor pavement condition. The existing roadways were constructed between 1957 and 1962. Throughout this neighborhood, streets are typically 28 to 30 feet wide bituminous roadways with some existing curb and gutter. He added the steeper areas are exhibiting age cracking with major edge patching due to surface runoff. Assistant Engineer Houle said that storm sewer for the area exists only adjacent to Highland Park. The City's sump pump survey indicated a number of homes with sump pumps scattered throughout the neighborhood. The neighborhood also has drainage problems around the park, along Ayrshire and Doncaster (Lake) Lane. Assistant Engineer Houle said the drainage concern including the sump pump drainage will be addressed by the project. Assistant Engineer Houle reported that responses to a neighborhood survey did not favor installing curb and gutter except for Merritt Circle residents. The neighborhood was surveyed two times. The first survey responses indicated that 25 out of 43 respondents did not want curb and gutter. The second time 53 out of 94 respondents did not prefer curb and gutter. He pointed out that a majority of I residents on Merritt Circle want curb and gutter, however, the project does not include any curb and gutter at this time. Public Comment Milan Sebek, 5408 Chantry Road, said that Mr. Houle answered all his questions and spent time explaining the project, but Mr. Sebek still did not agree with the project. He wanted to see data. Mr. Sebek said that he knew some roads are paid for with public funds, and he believed public funds should be used for this project. He questioned why the two halves of Chantry are being done differently. Mr. Sebek pointed out that a new storm sewer is scheduled to be installed on Ayrshire and asked if that installation would necessitate redoing the pavement. He added that he did not remember his street having been maintained with seal coating, and suggested the City had not properly maintained his roadway. Mr. Sebek asked that approval of the improvement project be delayed while more data was gathered. He urged the Council to get an outside engineer to offer an opinion. Mr. Sebek stated that any damaged curbs were damaged by City snowplows and therefore, should be the City's responsibility to repair. Mayor pro-tem Maetzold commented that in his opinion, the south side of Chantry does look different, Assistant Engineer Houle replied that a couple of years ago the south portion was sealed and it is in better shape. Engineer Hoffman added staff annually reviews 160 miles of street and recommends which ones need reconstructing. The City uses Braun htertec as a consultant for its streets. In some cases the decision is made to not reconstruct the street, such as happened two years ago east of the park. He added that the storm sewer fund can pay for that portion of the pavement over the pipe if the Council decides it should be done. Engineer Hoffman acknowledged that snowplows most likely cause damage to curbs, but pointed out that is part of the nature of the task. Wayne Williams, 5213 Doncaster Way, said he has lived in his home at the corner of Croyden Lane and Doncaster Way for 40 years. Mr. Williams opined that the problem is not reclaiming the pavement, it is the increased use of Doncaster. He said a week ago there were between 100 and 200 Page 6 ., . , *, 4, I .. MinutesBdina City Councimay 3,1999 cars parked near the park. Mr. Williams asked if the City had a policy where City parks and School buildings were included when special assessments for improvements were levied. Mr. Williams added that there are many drainage problems in his area. He noted that his property is a corner lot and asked if Croyden were redone would he get another special assessment. Assistant Engineer Houle responded that the park and school are contributing $59,000 in special assessments for the project. He added that the drainage issues will be reviewed and remedied as part of the project. Assistant Engineer Houle explained that the Highlands Park Improvement is proposed to be assessed as a per unit assessment and since Mr. Williams' property fronts Doncaster, he would be charged one unit, However, in the future if Croyden were reconstructed and specially assessed then Mr. Williams' property would be assessed 1/3 of a unit assessment as per City policy for side and rear lot properties. Jim Kelly, 5701 Ayrshire Lane, said he also has a corner lot. Mr. Kelly agreed with Mr. Williams' concerns. He added he has observed a speeding problem as well, and asked that a speed bump be installed when the street is redone. Mr. Kelly said the park users cause huge traffic and parking problems for the neighborhood. Mayor pro-tem Maetzold said that Mr. Kelly should contact the City's Traffic Safety Committee regarding the speed bump. City Manager Hughes pointed out the City Attorney recommends speed bumps not be installed because of their liability. Mike Marinozich, 5516 Merritt Circle, also agreed with the previous two speakers. Mr, Marinozich suggested a STOP sign at the intersection of Doncaster and Merritt Circle would help the speed problem, and so would additional police patrols in the neighborhood. He asked that curb and gutter be installed because otherwise City snowplows cut up residents' yards when plowing snow. Mr. Marinozich also asked if sidewalks could be installed from Doncaster to Vernon. He said the sidewalks on Vernon are an embarrassment and should be upgraded. Mayor pro-tem Maetzold noted that sidewas throughout the City are being reviewed and addressed. Gerhard Brahms, 5229 Doncaster Way, agreed with his neighbors regarding speed, parking and the need to have the City and Edina Schools share in the costs of the improvement. Mr. Brahms said that on Friday evenings he has seen many cars double parked at the park. When Mr. Brahms called Edina Park and Recreation, he found out that only one sanctioned team had been scheduled. It was apparent to Mr. Brahms that Edina is running out of park space and the demand for use will continue to increase, especially with the popularity of soccer. Mr. Brahms stated he hoped that the City is planning for future needs when they do improvement projects. Assistant Engineer Houle said the number of trips generated by the park and school have been reviewed and he agreed that two to three evenings per week, the parks do bring in very heavy usage. Anthony Ragozzino, 5304 Chantry Road, stated that he and a number of the neighbors looked at Chantry Road. They do not think it looks like it warrants being reconstructed. Mr. Ragozzino urged the Council to not order the reclamation project, but to instead just seal coat the road. Jay Farnum, 5500 Chantry Road, agreed with Mr. Ragozzino and asked that the reclamation of Chantry Road be delayed. Mr. Farnum expressed concern about an additional assessment when the southerly portion of Chantry is redone. Engineer Hoffman reviewed the City's policy for assessing front, side, and rear lots. He explained that if a property has an improvement on its rear or side yard then it receives an assessment equal to 1/3 of the front yard assessment. However, Engineer Hoffman pointed out this determination is the Council's and can be reviewed when they hold the special assessment hearing after the project is completed. I Page 7 Minutes/Edina Citv CounciVMav 3,1999 I Orville Eide, 5500 Glengarry Parkway, stated he lives at the southwest corner of Glengarry and Ayrshire. He asked why the south part of the street is not being reclaimed at this time. Mi. Eide said Ayrshire has received the brunt of the drainage and has not been maintained properly. Julian Idzorek, 5205 Chantry Road, asked if there was a rational approach to maintaining streets in Edina or were they redone in a random manner. Mr. Idzorek asked to see the cost of seal coating compared to reclaiming. He would like to see data showing what the useful life of a street is typically. He urged that common sense be used in ordering improvements. Assistant Engineer Houle explained that seal coating gains two to four years, and in his opinion the road is past the point that seal coating is a solution. David Hoops, 5108 Mirror Lakes Drive, stated there is lots of traffic on his street, mainly from cut- through drivers. Drivers travel at a high speed and he expressed concern for safety. Two years ago his neighborhood asked for a STOP sign and were turned down. Mr. Hoops worried that if the roadway were improved, drivers would speed more. Engineer Hoffman replied that in his experience, improved roadway condition does not increase speed. Speed is more a factor of the driver's comfort level regarding size and design of the street. However, staff can do a radar survey before and after the improvement to determine if it has had any bearing on the speed in the neighborhood. Randy Morgan, 5808 South Drive, asked when the other portion of Mirror Lakes Drive was scheduled for improvement. Mr. Morgan questioned why the entire road was not reclaimed at the same time. He suggested that the entire project be delayed. Mr. Morgan also stated he disagreed with the engineer, that in his opinion, speed does increase on smoother roads. Assistant Engineer Houle explained that if the streets are not reclaimed, eventually the sub-grade will deteriorate and then a total street reconstruction will be needed costing residents much more than the reclamation. I Don Martin, 5205 Mirror Lakes Drive, stated he had been a resident since 1957 and has had his street redone time and again. He felt the City should have redone the north end when the south end was redone. Mr. Martin stated he wanted to know the actual cost of the project. Engineer Hofmann explained that an engineer's estimate was all that was available until after the project is advertised and bids are taken. If the bids come in too high then the project will be delayed until more favorable bids can be received. Ronald Vessey, 5404 Dundee Road, expressed concern with the damage caused by installation of utilities into streets. Assistant Engineer Houle replied that all the utilities will be examined to determine their status before the street is reclaimed. Frances Engelsma, 5208 Dundee Road, said there is no curb in front of her home. Council Discussion/ Action Member Hovland stated he appreciated the comments of residents. He added that he believed that curb and gutter could be ins-thed on Merritt, but not without proper notice. Member Hovland indicated that he favored the project. Member Faust asked if curb and gutter could still be ordered. Engineer Hoffman replied that the Council had the option if they desired to order the project and then hold another hearing to consider the curb and gutter issue when more information could be gathered. Page 8 Minutesfidina City Council/Mav 3,1999 Member Kelly suggested reclamation of all of Mirror Lakes Drive be investigated. Mayor pro-tem Maetzold suggested that the Merritt Circle residents be re-surveyed regarding the curb and gutter. Member Hovland made a motion introducing the following resolution and moving its adoption: RESOLUTION HIGHLANDS PARK NEIGHBORHOOD STREET RESURFACING, CURB & GUTTER ORDERING IMPROVEMENT NO. A-186 WHEREAS, pursuant to a resolution of the Council adopted April 5, 1999, setting the public hearing on May 3,1999; and WHEREAS, pursuant to the resolution of the Council a report has been prepared by the Edina City Engineer with reference to the Highlands Park Neighborhood Street Resurfacing, Curb & Gutter Improvement Project A-186 and this report was received by the Council on April 5,1999; and WHEREAS, ten days’ mailed notice and two weeks’ published notice of the hearing was given and the hearing was held thereon on the 3rd day of May, 1999, at which all persons desiring to be heard were given an opportunity to be heard thereon. 1. The Highlands Park Neighborhood Street Resurfacing, Curb & Gutter Improvement Project A- 186 is hereby ordered as proposed; 2. The Edina City Engineer is hereby designated as the engineer for this improvement. The City Engineer shall prepare plans and specifications for the making of such improvement. 3. The City Engineer is hereby authorized to advertise and take bids for Highlands Park Neighborhood Street Resurfacing, Curb and Gutter, Improvement No. A-186 Adopted by the Council this 3rd day of May, 1999. Member Faust seconded the motion. NOW, THEREFORE, BE IT RESOLVED, by the Edina City Council: I Rollcalk Ayes: Faust, Hovland, Kelly, Maetzold Resolution adopted. ROSEMARY LANE STREET RESURFACING, CURB AND GUTTER, IMPROVEMENT NO. A- 187 Assistant Engineer Houle stated that Rosemary Lane is proposed to be reclaimed from Valley 6w Road to the end of the cul-de-sac. He reported this is also a staff initiated project due to poor pavement conditions. The existing roadway was constructed in 1964 and consists of a 28-foot wide bituminous section. The project will reclaim the roadway and replace failing curb and gutter. Total estimated cost for the project is $30,300 with each assessments lots‘ cost estimated at $2,200. The Council had no questions. Mayor pro-tem Maetzold called for public comment. No one appeared. Member Kelly made a motion introducing the following resolution and moving its adoption: RESOLUTION ROSEMARY LANE STREET RESURFACING, CURB & GUTTER ORDERING IMPROVEMENT NO. A-187 I Page 9 Minutes/Edina City CounciVMay 3,1999 I WHEREAS, pursuant to a resolution of the Council adopted April 5, 1999, setting the public hearing on May 3,1999; and WHEREAS, pursuant to the resolution of the Council a report has been prepared by the Edina City Engineer with reference to the Rosemary Lane Street Resurfacing, Curb & Gutter Improvement Project A-187 and this report was received by the Council on April 5,1999; and WHEREAS, ten days' mailed notice and two weeks' published notice of the hearing was given and the hearing was held thereon on the 3rd day of May, 1999, at which all persons desiring to be heard were given an opportunity to be heard thereon. 1. The Rosemary Lane Street Resurfacing, Curb & Gutter Improvement Project A-187 is hereby ordered as proposed; 2. The Edina City Engineer is hereby designated as the engineer for this improvement. The City Engineer shall prepare plans and specifications for the making of such improvement. 3. The City Engineer is hereby authorized to advertise and take bids for the Rosemary Lane Street Resurfacing, Curb & Gutter Improvement Project A-187. Adopted by the Council this 3rd day of May, 1999. Member Kelly seconded the motion. NOW, THEREFORE, BE IT RESOLVED, by the Edina City Council: Rollcall; Ayes: Faust, Hovland, Kelly, Maetzold Resolution adopted. EDEN PRAIRIE ROAD STREET RESURFACING, CURB AND GUTTER, IMPROVEMENT NO. A-188 Assistant Engineer Houle stated that Eden Prairie Road from Blake Road to Kaymar Drive is proposed to be reclaimed. The existing roadway is in poor condition and was constructed in 1963. Concrete curb and gutter along with other types of curb (timbers, bituminous, etc.) exist in front of some residences and both the condominium buildings at 6105 and 6005 Eden Prairie Road. The pavement is in relatively poor condition containjng many types of cracking and patches. As part of the project, the portion of Eden Prairie Road adjacent to 6016 Vernon Avenue will be removed, the pathway will be extended, and the remaining area re-sodded. I Assistant Engineer Houle reported that the neighborhood was surveyed two times. The first time four out of six residents were in favor of installing concrete curb and gutter throughout the project. However, the second time, 11 out of 17 residents did not want curb and gutter. In addition, he reported that 19 out of 36 residents did not want the project, but in his opinion the project is still needed because of the poor condition of the street. The total project cost is estimated at $46,000 with the estimated special assessments of approximately $900 per assessable lot or condominium unit. Member Hovland asked if curb and gutter were intended to be installed on the entire south side; if the condition of Eden Prairie Road were better or worse than other proposed project areas; what were the consequences of installing short sections of curb and gutters; and how much erosion occurs without curb and gutter. He also wanted a ballpark estimate of increased cost to install the curb and gutter. Assistant Engineer Houle replied that curb and gutter was planned only to be installed on the condos at 6105 and 6005 Eden Prairie Road. He said Eden Prairie Road is in about similar condition to Skyline and Bedford. Consequences of installing short sections of curb and gutter are increased wear and erosion on roadway edges. Engineer Hoffman said that without curb and gutter, erosion is sigmfxant. Residents in this area did not want curb and gutter, however staff always believes it should be installed. Assistant Engineer Houle said that adding curb and gutter would increase the project cost approximately $3,000. Public Comment Page 10 Minutes/Edina Ciw Council/May 3,1999 Vay Stonebraker, 6105 Eden Prairie Road, said, he was surprised the City had not worked out a method of budgeting this type of maintenance without special assessments. Mayor pro-tem Maetzold informed him that road reconstruction is not something paid for via the City’s general tax levy. Mi. Stonebraker said around 15-20 years ago a seal coating was done and that did a good job. He drged that no reclamation be done, but instead the City seal coat and patch and try to get by for another few years before going to the expense of reclaiming the street. Mr. Stonebraker also indicated that he believed it was unfair to charge each condominium owner $900 when single family homes were paying $900. Condos are then paying too high a percentage of the costs. He urged a more equitable assessment formula be derived Tammy Halverson 6008 Eden Prairie Road, acknowledged that the street needs to be redone. She asked if after the reclamation will all the bumps be gone. Engineer Hoffman assured her that the bumps would be gone after the project was complete. Council Discussion/ Action Member Kelly stated he supported the project and did not understand the issue of attempting to pay this type of street project with general tax levy dollars. In fact, it would be more inequitable to pay on a tax basis for street reconstruction. The special assessment is the most appropriate and fair. Member Kelly thanked the staff for the good job in preparing and presenting the proposed projects. Member Faust agreed with Member Kelly’s comments. Member Hovland observed that the assessment methodology has been reviewed in the past and it has been determined that the calculation methods used are most equitable. When the professional staff tells the Council it is time to reclaim a street, then Member Hovland believes the Council must trust their professional judgement. For these reasons he indicated that he supported the project. I Mayor pro-tern Maetzold added that the Council had in the past spent a great deal of time reviewing assessment policies. In addition, the policies are reviewed annually. He added his support for the project. Member Kelly made a motion introducing the following resolution and moving its adoption: RESOLUTION EDEN PRAIRIE ROAD STREET RESURFACING, CURB & GUTTER ORDERING IMPROVEMENT NO. A-188 WHEREAS, pursuant to a resolution of the Council adopted April 5, 1999, setting the public hearing on May 5,1999; and WHEREAS, pursuant to the resolution of the Council a report has been prepared by the Edina City Engineer with reference to the Eden Prairie Road Street Resurfacing, Curb & Gutter Improvement Project A-188 and this report was received by the Council on April 5,1999; and WHEREAS, ten days’ mailed notice and two weeks‘ published notice of the hearing was given and the hearing was held thereon on the 3rd day of May, 1999, at which all persons desiring to be heard were given an opportunity to be heard thereon. 1. The Eden Prairie Road Street Resurfacing, Curb & Gutter Improvement Project A-188 is hereby ordered as proposed; 2. The Edina City Engineer is hereby designated as the engineer for this improvement. The City Engineer shall prepare plans and specifications for the making of such improvement. NOW, THEREFORE, BE IT RESOLVED, by the Edina City Council: Page 11 MinutesBdina Citv CounciVMav 3,1999 I 3. The City Engineer is hereby authorized to advertise and take bids for Eden Prairie Road Street Resurfacing, Curb & Gutter Improvement Project A-188. Adopted by the Cou&l this 3rd day of May, 1999. Member Hovland seconded the motion. Rollcalk Aye: Faust, Hovland, Kelly, Maetzold Resolution adopted. *LOT DIVISION GRANTED FOR 4404 AND 4406 WEST 42ND STREET (FRED AND ROBYN GREEN) Motion made by Member Hovland and seconded by Member Faust: RESOLUTION WHEREAS, the following described properties are at present two single tracts of land EASTERLY PARCEL LOT 6 AND THE WEST 10 FEET OF LOT 7, WILLIAM SCOTT'S ADDITION, HENNEPIN COUNTY, MINNESOTA WESTERLY PARCEL LOT 5, WILLIAM SCOTT'S ADDITION, HENNEPIN COUNTY, MINNESOTA WHEREAS, the owners have requested the subdivision of said tracts into separate parcels (herein called "Parcels") described as follows: NEW EASTERLY PARCEL LOT 6, THE WEST 10 FEET OF LOT 7, AND THE EAST 4 FEET OF THE SOUTH 73 FET OF LOT 5, WILLIAM SCOTT'S ADDITON, HENNEPIN COUNTY, MINNESOTA NEW WESTERLY PARCEL LOT 5, WILLIAM SCOTT'S ADDITION, HENNEPIN COUNTY, MINNESOTA, EXCEPT THE EAST 4 FEET OF THE SOUTH 73 FEET THEREOF WHEREAS, the requested subdivision is authorized under Code Section 810 and it has been determined that compliance with the Subdivision and Zoning Regulations of the City of Edina will create an unnecessary hardship and said Parcels as separate tracts of land do not interfere with the purpose of the Subdivision and Zoning Regulations as contained in the City of Edina Code Sections 810 and 850; NOW, THEREFORE, it is hereby resolved by the City Council of the City of Edina that the conveyance and ownership of the second above described Parcels as separate tracts of land is hereby approved and the requirements and provisions of code Sections 850 and 810 are hereby waived to allow said division and conveyance thereof as separate tracts of land but only to the extent permitted under Code Sections 810 and 850 subject to the limitations set out in Code Section 850 and said Ordinances are not waived for any other purpose or as to any other provisions thereof, and further subject, however, to the provision that no further subdivision be made of said Parcels unless made in compliance with the pertinent ordinances of the City of Edina or with the prior approval of this Council as may be provided for by those ordinances. ADOFIED this 3d day of May, 1999. I Motion carried on rollcall vote - three ayes. *FINAL PLAT FOR HAUGLAND 1sT ADDITION FOR INTERLACHEN CORPORATE CENTER, HAUGLAND COMPANY, CONTINUED TO MAY 17,1999 Motion made by Member Hovland and seconded by Member Faust continuing consideration of Final Plat for Haugland 1st Addition for Interlachen Corporate Center until May 17,1999. Motion carried on rollcall vote - three ayes. I FINAL PLAT APPROVED FOR NORTHVIEW 1ST ADDITION, NORTHVIEW DEVELOPMENT CORPORATION Affidavits of Notice were presented, approved and ordered placed on file. Presentation bv Planner Page 12 MinutesEdina City CounciVMav 3,1999 Planner Larsen reminded the Council the subject property is located at the westerly end of Londonderry Drive. A Preliminary Plat was approved by the Council on February 16,1999. The plat illustrated the development of two new lots to include the westerly extension and cul-de-sacing of Londonderry Drive. Londonderry Drive presently ends in a temporary cul-de-sac serving the two existing lots. He further reminded the Council, at that meeting, discussions were held regarding the shape, size and location of the proposed cul-de-sac relative to the wetlands immediately south of the proposed cul-de-sac. The Preliminary Plat was approved with a number of conditions, including: 1) City Engineer approval of the cul-de-sac location; 2) that the relocated cul-de-sac not impact wetland areas; 3) dedication of all lands outside proposed lots to the City; 4) staff approval of driveway location to limit amount of fill in floodplain; 5) vacation of unused right-of-way; 6) Developer's Agreement; 7) Final Plat Approval; and 8) Subdivision Dedication. Planner Larsen presented a graphic depicting the revised final plat. Staff believes the proposed final plat meets the conditions established when the Preliminary Plat was approved. The cul-de-sac has been reduced in size from a radius of 35 feet to 30 feet creating a diameter of 60 feet as well as being moved further north approximately 20 feet to avoid impacting the wetlands. He added that staff recornmends Outlots A and B be dedicated to the City and that the City Engineer approve the driveway locations and related fill. Council comment Member Faust inquired if the steep grade of the driveway that would be required on one of the lots had been mitigate; with this revised-proposal, Planner Lirsen explained the bade of the driveway is about the same, but the developer has been working with a variety of house designs. Member Faust asked if staff had been contacted by the neighbor who voiced concern with his existing home being surrounded by street. Planner Larsen explained Engineer Hoffman had spoken with that resident. Member Hovland asked about the potential wetland disturbance in the area. He noted the packet information included correspondence from the Nine-Mile Creek Watershed District requiring a bond. Planner Larsen explained the proposal is close to the wetlands, but not in them. The watershed approval did two things: 1) revised the plat moving the lots north, further from the wetlands; and 2) required a bond and re-inspection guaranteeing the wetlands are not compromised by the development. Member Hovland asked if the Engineering and Planning Departments approved of the proposal. Planner Larsen answered, yes. I Mayor pro-tem Maetzold asked if Outlots A and B would remain in their natural state. Planner Larsen said normally properties adjoining a water-body wetland are left in their natural condition. Proponent comment Jeffrey Gustafson, 13241 Holasek Lane, Eden Prairie, said he misspoke at the meeting of February 16, 1999, meeting explaining the maximum driveway grade allowed in Eden Prairie was 10% when it actually is 12%. The grade, as proposed previously, was 12% but now is actually at 8%. At the time the Preliminary Plat was approved, with eight conditions, Mr. Gustafson hired Park Engineering, who has had direct contact with Planner Larsen and Engineer Hoffman, to fulfill those conditions. Public comment Russ Nelson said he and his wife are owners of the lot adjacent to Outlot B, said he walked the subdivision recently and was encouraged. He urged the City to barricade the area off during construction, thanked them as well for the proposed buffer, and stated he believed that the proposed final plat is a reasonable compromise. I Page 13 Minutes/Edina Citv CounciWay 3,1999 I Member Hovland pointed out it is the responsibility of the developer, not the City, to barricade the wetland as a means of protection during the building process. Member Hovland introduced the following resolution and moved its approval conditioned upon 1) Dedication of Outlots A and B to the City of Edina; and 2) Approval by the City Engineer of driveway locations and related fill: RESOLUTION BE IT RESOLVED by the City Council of the City of Edina, Minnesota, that that certain plat entitled ”NORTHVIEW 1sT ADDITION”, platted by Northview Development Corporation, and presented at the regular meeting of the Edina City Council May 3,1999, is hereby granted final plat approval. Member Faust seconded the motion. Rollcall: Ayes: Faust, Hovland, Kelly, Maetzold Resolution approved. ZONING ORDINANCE AMENDMENT REQUEST HEARD, ENGLISH ROSE SUITES, 609 BLAKE ROAD Mayor pro-tem Maetzold noted that his employer, National City Bank has a relationship with Geralyn Mornson, owner of English Rose Suites. However, he added that after consulting with the City Attorney, it had been determined that no conflict of interest existed. Planner Larsen explained that Geralyn Mornson, owner of English Rose Suites had contacted the City requesting she be allowed to increase the number of residents allowed at the residential facility on 609 Blake Road to eight residents. He said that staff informed Ms. Momon that Edina’s current code and state law do not allow the increase. Planner Larsen stated the Edina Zoning Code is silent on non-traditional residential occupancies in the Single Dwelling District. It is pre-empted by state statute that defines what residential uses are permitted in R-1 districts. Minnesota Statutes 462.357 subd. 7 states ”... a state licensed residential facility or a housing with services establishment registered under chapter 144D serving six or fewer perso ns... shall be considered a permitted single family use for the purposes of zoning ...” Planner Larsen reported that English Rose Suites is registered with the state under chapter 144D as a housing with services facility. Planner Larsen added that subd. 8 of the same Statute says residential facilities serving between seven and sixteen residential shall be considered a permitted multi-family use. This subdivision also says that cities may allow residential facilities defined as permitted multi-family uses in a single family dwelling district. Planner Larsen reported that staff believes the use could be allowed if the City were to adopt a conditional use permit system. This is the request from Ms. Mornson of English Rose Suites. Planner Larsen outlined the issues Edina could encounter if a zoning amendment were adopted dowing a Conditional Use Permit System: The permit may not be limited to facilities registered under chapter 144D, but must also include other state licensed residential facilities and licensed day care facilities; The City may adopt a permit system and establish conditions ’I.. . in order to assure proper maintenance and operation of a facilityJ provided that no conditions shall be imposed on the facility which are more restrictive than those imposed on other conditional uses or special uses in the same zones.. .”; I Page 14 MinutesEdha City Counciway 3,1999 I I I All properties zoned R-1 would be eligible to apply for such permits; Edina’s policy has been to adhere strictly to the standards provided in State law, and not to adopt a Conditional Use Permit system, believing that policy to be more fair to operators of residential facilities and neighbors as well. Planner Larsen introduced Geralyn Mornson, English Rose Suites owner, 609 Blake Road. Ms. Mornson referred to a letter dated April 26,1999, and a video tape she sent to each Member of the City Council. Ms. Mornson urged the Council to consider amending the City’s zoning code to allow her to house eight residents at her location on Blake Road. She pointed out her exemplary record and the physical location which is large enough to unobtrusively house additional residents. She also asked what process one would follow to request that 609 Blake Road be rezoned Multi-family. Mayor pro-tem Maetzold acknowledged that the Council ail received Ms. Mornson’s letter; enclosures (surrounding cities’ regulations, neighborhood map, and neighborhood endorsements), and English Rose Suites’ video tape. He explained Ms. Mornson could request rezoning of 609 Blake Road, then the Planning Commission would review the case and make a recommendation to the City Council who would have final determination. The Council briefly discussed the request noting that English Rose Suites was a wonderful facility providing a very needed service. Concerns were expressed; 1) regarding the difficulty of developing equitable standards if a conditional use process were established for residential service facilities; 2) Edina’s commitment to maintaining residential quality of neighborhoods; 3) issues posed by increasing density in neighborhoods from a residential service facility; and 4) inability to distinguish one residential service from another (i.e. Alzheimer patient versus juvenile care center). It was suggested that perhaps another location be investigated within the multi-family dwelling district where a service facility may have more residents in one facility. The Council informed Ms. Mornson that no action would be taken at this time. “BID CONTINUED TO MAY 17, 1999, FOR CHEYENNE CIRCLE LIFT STATION IMPROVEMENT NO. LS-14 Motion made by Member Hovland and seconded by Member Faust to continue the Cheyenne Circle Lift Station Improvement LS-14 until May 17,1999. Motion carried on rollcall vote - three ayes. “BID AWARDED FOR TREATMENT OF LAKES AND PONDS Motion made by Member Hovland and seconded by Member Faust for treatment of lakes and ponds to recommended low bidder, Lake Management, Inc., at $19,483.00. Motion carried on rollcall vote - three ayes. “BID AWARDED FOR ENHANCED 911 SYSTEM Motion made by Member Hovland and seconded by Member Faust for an enhanced 911 system to recommended low bidder, Independent Emergency Service (IES) at $78,219.00. Motion carried on rollcall vote - three ayes. *RESOLUTION RECEIVING FEASIBILIIY REPORT AND SETTING MAY 17, 1999 AS HEARING DATE SET FOR TRAFFIC SIGNAL AT EDINBOROUGH AND 76TH STREET Motion made by Member Hovland and seconded by member Faust approving the following resolution RESOLUTION WHEREAS, the City Council January 5,1998, received a petition from residents requesting Traffic Signal Improvements at the 76th Street Driveway between France Avenue South and Edinborough Way; and Page 15 MinutesEdha Citv CounciVMav 3,1999 I WHEREAS, said petition was referred to the Edina Engineering Department for feasibility study; and WHEREAS, the Edina Engineer has prepared and presented said feasibility study to the City council. BE IT RESOLVED THAT the City Council hereby sets a public hearing date for the proposed improvements on MAY 17,1999, at 7:OO P.M. in the Council Chambers of Edina City Hall. BE IT FURTHER RESOLVED that €he City Clerk shall give mailed and public notice of such hearing and improvement as required by law. Adopted this 3rd day of May, 1999. Motion carried on rollcall vote - three ayes. *CHANGE ORDER FOR CAHOY CONSTRUCTION WELL #lo) APPROVED Motion made by Member Hovland and seconded by Member Faust to approve a Change Order in the amount of $12,582.00, to properly repair Well #IO, to Cahoy, hc. Motion carried on rollcall vote - three ayes. LIQUOR ORDINANCE ENFORCEMENT POLICY PRESENTED BY POLICE Following a brief Council discussion, Member Kelly made a motion approving the Liquor Enforcement Schedule as proposed. Member Faust seconded the motion. Ayes: Faust, Hovland, Kelly, Maetzold Motion carried. I “RESOLUTION SETTING HEARING DATE OF TUNE 1, 1999, SET FOR IMPROVEMENTS Motion made by Member Hovland and seconded by member Faust approving the following resolution RESOLUTION WHEREAS, the City Council received petitions from residents reques€ing: 1. Street, curb & gutter improvements on Brookview Avenue and West 56th Street for concrete curb and gutter; 2. Sidewalk Improvements at Countryside Elementary School; and 3. Sidewalk Improvements Cornelia Elementary School. BE IT RESOLVED THAT the City Council hereby sets a public hearing date for the proposed improvements on June I, 1999, at ZOO P.M. in the Council Chambers of Edina City Hall. BE IT FURTHER RESOLVED that the City Clerk shall give mailed and public notice of such hearing and improvement as required by law. Adopted this 3rd day of May, 1999. Motion carried on rollcall vote - three ayes. RESOLUTION APPROVING SALE OF GENERAL OBLIGATION UTILITIES REVENUE BONDS, SERIES 1999A; GENERAL OBLIGATION REFUNDING BONDS, SERIES 1999B ’ Manager Hughes explained bids were received and tabulated this day by the City’s financial advisor Springsted, hc. Kathy Ah0 from Springsted, Inc., presented the bids to the Council. Director Wallin told that the successful bidders on both issues was US Bancorp/Piper Jaffray, Inc. The interest costs for the General Obligation Refunding Bonds was at 4.3468 percent. The rate was close to the rate previously proposed and savings realized is $310,000 as compared to the estimated $285,000. Director Wallin referred to the General Obligation Utility Bond which also was successfully bid by US Bancorp/Piper Jaffray, Inc. with the interest rate at 4.1223 percent. He expressed that the rates were excellent. Page 16 MinutesEdina Citv Council/May 3,1999 Member Kelly disclosed his firm is a longstanding client of Piper Jaffray, but saw no need to recuse himself from the vote. Attorney Gilligan indicated he saw no concern with this relationship as well. Member Faust introduced the following resolution and moved its adoption: RESOLUTION RELATING TO $3,270,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 1999B; AWARDING THE SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR BE IT RESOLVED by the City Council (the "Council") of the City of Edina, Section 1. Recitals, Authorization and Sale of Bonds. 1.01. Authorization and Outstanding Bonds. The City has presently outstanding its General Obligation Recreational Facility Bonds, Series 1992A, initially dated as of November 1, 1992 (the "Prior Bonds"). This Council, by a resolution adopted on April 5,1999, authorized the sale of General Obligation Refunding Bonds, Series 1999B (the "Bonds"), of the City, the proceeds of which would be used, together with any additional funds of the Issuer which might be required, to refund in advance of maturity the Prior Bonds maturing in the years 2003 through 2013 which aggregate $3,215,000 in principal amount (the "Refunded Bonds"). Said refunding constitutes a "crossover refunding" as defined in Minnesota Statutes, Section 475.17, subd. 13. The Prior Bonds were issued pursuant to Minnesota Laws 1961, Chapter 655 (the "Act") and Minnesota Statutes, Chapter 475 to finance the acquisition and betterment of certain improvements to the municipal recreational facilities of the City. The Bonds shall be payable primarily out of the net revenues (the "Net Revenues") to be derived from the municipal golf courses and facilities, ice arena, swimming pool and liquor stores of the City. There is currently payable out of all or a portion of the Net Revenues, the Prior Bonds and the General Obligation Recreational Facility Refunding Bonds, Series 1992C (the "1992C Bonds") of the City. 1.02. FindinEs. - It is hereby found, determined and declared that the Net Revenues in the fiscal year ended December 31,1998 totaled in excess of $5579,277, which amount exceeds the maximum amount of principal and interest to become due in any future fiscal year on the Bonds, the Prior Bonds and the 1992C Bonds, as adjusted to reflect the redemption of the Refunded Bonds from the proceeds of the Bonds and the payment of interest on the Bonds from proceeds of the Bonds until applied to refund the Refunded Bonds. It is hereby determined that the estimated Net Revenues will be sufficient, together with the other sources pledged to the payment thereof, to pay the principal of and interest on the Bonds, the Prior Bonds and the 1992C Bonds when due. 1.03. Sale of Bonds. The City has retained Springsted Incorporated, an independent financial advisor, to assist the City in connection with the sale of the Bonds. The Bonds are being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 5 paragraph (9), without meeting the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision 1. Pursuant to the Terms and Conditions of Sale for the Bonds, nine (9) proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been publicly read and considered, and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of U.S. Bancorp Piper Jaffray Inc., of Minneapolis, Minnesota (the "Purchaser"), to purchase the Bonds at a price of $3,264,322.89, the Bonds to bear interest at the rates set forth in Section 3.01. The proposal is hereby accepted, and the Mayor and the City Manager are hereby authorized and directed to execute a contract on the part of the City for the sale of the Bonds with the Purchaser. The good faith checks of the unsuccessful bidders shall be returned forthwith. Minnesota (the "City"), as follows: Page 17 Minutes/Edina City CouncivMay 3,1999 1.04. Performance of Requirements. The City is authorized by the Act to issue and sell the Bonds to secure the Bonds by the covenants and agreements hereinafter set forth. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, existing, having happened and having been performed, it is now necessary for this Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. Section 2. Form of Bonds. The Bonds shall be prepared in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDINA GENERAL OBLIGATION REFUNDING BOND, SERIES 1999B Date of Interest Rate Maturity Original - Issue CUSIP Yo January 1, - May 1,1999 REGISTERED OWNER PRINCIPAL AMOUNT. DOLLARS THE CITY OF EDINA, Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and, for value received, hereby promises to pay to the registered owner named above, or registered assigns, the principal amount specified above, on the maturity date specified above, with interest thereon from the date of original issue specified above, or from the most recent interest payment date to which interest has been paid or duly provided for, at the annual rate specified above. Interest hereon is payable on January 1 and July 1 in each year, commencing January 1,2000, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month, all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. The interest hereon and, upon presentation and surrender hereof at the office of the City Finance Director, in Edina, Minnesota, as Registrar, Transfer Agent and Paying Agent (the "Bond Registrar"), or its successor designated under the Resolution described herein, the principal hereof, are payable in lawful money of the United States of America by check or draft of the City or the Bond Registrar if a successor to the City Finance Director as Bond Registrar has been designated under the Resolution described herein. This Bond is one of an issue in the aggregate principal amount of $3,270,000 (the "Bonds") all of like date and tenor except as to serial number, interest rate, redemption privilege and maturity date, issued pursuant to a resolution adopted by the City Council on May 3,1999 (the "Resolution"), for the purpose of refunding certain of the City's outstanding general obligation bonds and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Laws 1961, Chapter 655, and Minnesota Statutes, Chapter 475. This Bond is payable primarily from the net revenues of the golf courses, ice arena, swimming pool and liquor stores of the City pledged to the payment of the Bonds by the Resolution, but the City is required by law to pay maturing principal hereof and interest thereon out of any funds of the City if net revenues are insufficient therefor. The Bonds are issuable only as fully registered bonds in denominations of $5,000 or any multiple thereof, of single maturities. Bonds maturing in the years 2003 through 2009 are payable on their respective stated maturity dates without option of prior payment, but Bonds having stated maturity dates in I I Page 18 MinutesDdina Citv Council/Mav 3,1999 the years 2010 through 2013 are each subject to redemption and prepayment, at the option of the City and in whole or in part, and if in part, in the maturities selected by the City and, within any maturity, in $5,000 principal amounts selected by lot, on January 1,2009 and on any date thereafter, at a price equal to the principal amount thereof to be redeemed plus accrued interest to the date of redemption. At least thirty days prior to the date set for redemption of any Bond, notice of the call for redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be redeemed at his address appearing in the Bond Register, but no defect in or failure to give such mailed notice of redemption shall affect the validity of the proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price herein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange, the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the issuance of this Bond in order to make this Bond a valid and binding general obligation of the City according to its terms, have been done, do exist, have happened and have been performed in regular and due form as so required; that in and by the Resolution, the City has pledged to the payment of the principal of and interest on the Bonds so much of the net revenues of the City’s golf courses, ice arena and liquor stores as shall be required to pay such principal and interest and on a parity with the pledge of such net revenues to the payment of other outstanding bonds of the City; if needed to pay the principal and interest on this Bond, ad valorem taxes will be levied upon all taxable property in the City without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by the manual signature of the Bond Registrar, or in the event the City Finance Director is no longer acting as Bond Registrar, one of the authorized representatives of the Bond Registrar. amount outstanding. Page 19 Minutes/Edina City CounciVMav 3,1999 IN WITNESS WHEREOF, the City of Edina, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed by the facsimile signatures of the Mayor and the City Manager and has caused this Bond to be dated as of the date set forth below. Date of Authentication: CITY OF EDINA Gordon L. Hunhes Dennis F. Maetzold City Manager Mayor pro-tem This is one of the Bonds delivered pursuant to the Resolution mentioned within. CERTIFICATE OF AUTHENTICATION City Finance Director, as Bond Registrar The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - - as tenants UNIF TRANS MIN ACT. , . . . . . Custodian. . . . .. . in common (Cust) (Minor) TEN ENT - - as tenants under Uniform Transfers to Minors Act by the entireties ..................................... (State) JTTEN-- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints for registration thereof, with full power of substitution in the premises. Dated PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE attorney to transfer the within Bond on the books kept NOTICE The signature(s) to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration, enlargement or any change whatsoever. m Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar, which requirements include membership or participation in the Securities Transfer Association Medalion Program (STAMP) or such Page 20 MinutesEdina City Council/May 3,1999 other "signature guaranty program" as may be determined by the Bond Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Section 3. Bond Terms, Execution and Delivew. 3.01. Maturities, Interest Rates, Denominations, Payment, DatinR - of Bonds. The City shall forthwith issue and deliver the Bonds, which shall be denominated "General Obligation Refunding Bonds, Series 1999B." The Bonds shall be dated as of May 1, 1999, shall be issuable in the denominations of $5,000 or any integral multiple thereof, shall mature on January 1 in the years and amounts set forth below, and Bonds maturing in such years and amounts shall bear interest from date of issue until paid or duly called for redemption at the rates per annum set forth opposite such years and amounts as follows: Amount Rate Amount - Rate 2003 $220,000 3.70% 2009 $310,000 4.30% 2004 255,000 3.80 2010 320,000 4.35 2005 265,000 3.90 2011 335,000 4.35 2006 270,000 4.00 2012 345,000 4.40 2007 290,000 4.10 2013 365,000 4.45 2008 295,000 4.20 The Bonds shall be issuable only in fully registered form, of single maturities. The interest thereon and, upon surrender of each Bond at the principal office of the Registrar described herein, the principal amount thereof, shall be payable by check or draft issued by the Registrar. Each Bond shall be dated by the Registrar as of the date of its authentication. 3.02. Interest Payment Dates. Interest on the Bonds shall be payable on January 1 and July 1 in each year, commencing January 1, 2000, to the owners thereof as such appear of record in the bond register as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. 3.03. Regjstration. - The City shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent (the Registrar). The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Register. - The Registrar shall keep at its principal office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or trander'ees, .o+? Or more new Bonds of a like aggregate principal amount andmabity, as requested by the transferor. The Registrar may, however, close the books for registratioh df any transfer after the fifteenth day of the month preceding each interest payment -date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bond is surrendered by the Tegistered owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds of a like Page 21 Minutes/Edina Citv CounciI/Mav 3,1999 I aggregate principal amount, interest rate and maturity, as requested by the registered owner or the owner's attorney duly authorized in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the City upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Bond of like amount, number, interest rate, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or destroyed, upon receipt by the Registrar of evidence satisfactory to it that such Bond was lost, stolen or destroyed, and of the ownership thereof, and upon receipt by the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen or destroyed Bond has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Bond prior to payment. 3.04. Appointment of Initial Registrar. The City hereby appoints the City Finance Director, as the initial Registrar. In the event that the City determines to discontinue the book entry-only system for the Bonds as described in paragraph (c) of Section 3.07, or DTC, as defined in Section 3.07, determines to discontinue providing its services with respect to the Bonds and a new securities depository is not appointed for the Bonds, the City will designate a suitable bank or trust company to act as successor Registrar if the City Finance Director is then acting as Registrar. The City reserves the right to remove any Registrar upon thirty (30) days' notice and updn the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar. 3.05. Redemption. Bonds maturing in the years 2003 through 2009 are payable on their respective stated maturity dates without option of prior payment, but Bonds maturing in 2010 through 2013 are each subject to redemption, at the option of the City and in whole or in part, and if in part, in the maturities selected by the City and, within any maturity, in $5,000 principal amounts selected by the Registrar by lot, on January 1, 2009 and on any date thereafter, at a U I Page 22 MinutesEdina Citv CounciVMay 3,1999 hereby authorized and directed, simultaneously with the delivery of the Bonds, to deposit the proceeds of the Bonds in the Escrow Account, in escrow with U.S. Bancorp Piper Jaffray Inc., in Minneapolis, Minnesota, a banking institution whose deposits are insured by the Federal Deposit Insurance Corporation and whose combined capital and surplus is not less than $500,000, and shall invest the funds so deposited in securities authorized for such purpose by Minnesota Statutes, Section 475.67, subdivision 8, maturing on such dates and bearing interest at such rates as are required to provide funds sufficient, with cash retained in the escrow account, to malce the above-described payments. The Mayor and City Manager are hereby authorized to enter into an escrow agreement with said Bank establishing the terms and conditions for the escrow account in accordance with Minnesota Statutes, Section 475.67. The remaining proceeds of the Bonds shall be applied to pay issuance expenses and any amounts not used for such purpose shall be deposited in the 1999B Refunding Bond Fund referred to Section 4.05 hereof. 4.02. 1999 Utilities Bond Fund. So long as any of the Bonds are outstanding and any principal of or interest thereon unpaid, the City Finance Director shall maintain on its books and records a separate and special bookkeeping fund designated "1999B Refunding Bond Fund" (the "Bond Fund") to be used for no purpose other than the payment of the principal of and interest on the Bonds. The City hereby appropriates to the Bond Fund the accrued interest on the Bonds any amounts transferred to the Bond Fund pursuant to Section 4.01 hereof. The City Finance Director shall deposit in the Bond Fund the proceeds of all taxes levied and all other money which may at any time be received for or appropriated to the payment of such bonds and interest, including the Net Revenues herein pledged and appropriated to the Bond Fund, all collections of any ad valorem taxes levied for the payment of the Bonds, and all other moneys received for or appropriated to the payment of the Bonds and interest thereon. On January 1,2002 there shall be credited from Net Revenues an amount equal to the average annual amount of principal and interest to come due on the Bond to a separate account in the Bond Fund as a reserve for the Bonds as required by the Act, which amount equals the average amount of principal and interest to become due on the Bonds and is required to be deposited therein pursuant to the Act. 4.03. Pledge of Net Revenues. The Net Revenues are hereby irrevocably pledged and appropriated to the payment of the Bonds and interest thereon when due and the maintenance of the reserve account required by the Act. The pledge of the Net Revenues to the payment of the Bonds and maintenance of the reserve account is subordinate to the pledge of the Net Revenues to the payment of the Prior Bonds and on a parity with the pledge of such net revenues to the payment of the 1992C Bonds. Nothing herein shall preclude the City from hereafter making further pledges and appropriations of the Net Revenues for payment of additional obligations of the City hereafter authorized if the Council determines before the authorization of such additional obligations that the estimated Net Revenues will be sufficient, together with any other sources pledged to the payment of the outstanding and additional obligations, for payment of the outstanding bonds and such additional obligations. Such further pledges and appropriations of Net Revenues may be made superior or subordinate to, or on a parity with, the pledge and appropriation herein made. 4.04. Full Faith and Credit Pledged. The full faith and credit of the City are irrevocably pledged for the prompt and full payment of the principal of and the interest on the Bonds, as such principal and interest comes due. If the money on hand in the Bond Fund should at any time be insufficient for the payment of principal and interest then due, this City shall pay the principal and interest out of any fund of the City, and such other fund or funds shall be reimbursed therefor when sufficient money is available to the Bond Fund. If on October 1 in any year the sum of the balance in the Bond Fund plus the available Net Revenues on hand and estimated to be received or before the end of the following calendar year is not sufficient with any ad valorem taxes heretofore levied in accordance with the provisions of this resolution, to pay I I Page 25 MinutesBdina CiW Council/Mav 3,1999 when due all principal and interest become due on all Bonds payable therefrom in said following calendar year, or the Bond Fund has incurred a deficiency in the manner provided in this Section 4.04, a direct, irrepealable, ad valorem tax shall be levied on all taxable property within the corporate limits of the City for the purpose of restoring such accumulated or anticipated deficiency in an amount at least 5% in excess of amount needed to make good the deficiency. Section 5. Defeasance. When any Bond has been discharged as provided in this Section 5, all pledges, covenants and other rights granted by this resolution to the holders of such Bonds shall cease, and such Bonds shall no longer be deemed outstanding under this Resolution. The City may discharge its obligations with respect to any Bond which is due on any date by irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, the City may nevertheless discharge its obligations with respect thereto by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without reinvestment, to pay all principal and interest to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. Section 6. County Auditor Renistration, Certification of Proceedings, Investment of Monev, Arbitrane, Official Statement and Fees. 6.01. Countv Auditor Renistration. The City Manager is hereby authorized and directed to file a certified copy of this Resolution with the County Auditor of Hennepin County, together with such other information as the County Auditor shall require, and to obtain from said County Auditor a certificate that the Bonds have been entered on his bond register as required by law. 6.02. Certification of Proceedings. - The officers of the City and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel to the City, certified copies of all proceedings and records of the City, and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 6.03. Covenant. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and Regulations promulgated thereunder (the Regulations), as such are enacted or promulgated and in effect on the date of issue of the Bonds, and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become subject to taxation under such Code and Regulations. The improvements financed by the Prior Bonds are public recreational facilities available for use by members of the general public on a substantially equal basis. The City will not enter into any lease, use agreement or other contract respecting the improvements financed by the Prior Bonds or security for the payment of the Bonds which would cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. 6.04. Arbitrage Rebate. The City shall take such actions as are required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 1480 of the Code. -. .* I I Page 26 MinutesBdina City Counciway 3,1999 6.05. Arbitrage Certification. The Mayor and the City Manager, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certification in accordance with the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. 6.06. Official Statement. The Official Statement relating to the Bonds, dated April 21,1999, prepared and distributed on behalf of the City by Springsted Incorporated, is hereby approved. Springsted Incorporated is hereby authorized on behalf of the City to prepare and distribute to the Purchaser a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Certificates required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. Within seven business days from the date hereof, the City shall deliver to the Purchaser a reasonable number of copies of the Official Statement and such supplement. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. Section 7. Continuing Disclosure. (a) Purpose - and Beneficiaries. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit the original purchaser and other participating underwriters in the primary offering of the Bonds to comply with amendments to Rule 15~2-12 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (17 C.F.R. Q 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the "Rule"), which will enhance the marketability of the Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds. The City is the only "obligated person" in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. If the City fails to comply with any provisions of this Section 7, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this Section 7, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this Section 7 constitute a default under the Bonds or under any other provision of this resolution. As used in this Section 7, "Owner" or "Bondowner" means, in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any "Beneficial Owner" (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, "Beneficial Owner" means, in respect of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of the Bond for federal income tax purposes. As used herein, "Outstanding" when used as of any particular time with reference to Bonds means all Bonds theretofore, or thereupon being, authenticated and delivered by the Registrar under this Resolution except (i) Bonds theretofore canceled by the Registrar or surrendered to the Registrar for cancellation; (ii) Bonds with respect to which the !I Page 27 MinutesEdha Citv CounciVMay 3,1999 I liability of the City has been discharged in accordance with Section 5 hereof; and (iii) Bonds for the transfer or exchange or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Registrar pursuant to this Resolution. (b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: (1) on or before 365 days after the end of each fiscal year of the City, commencing with the fiscal year ending December 31,1999 the following financial information and operating data in respect of the City (the "Disclosure Information"): (A) the audited financial statements of the City for such fiscal year, accompanied by the audit report and opinion of the accountant or government auditor relating thereto, as permitted or required by the laws of the State of Minnesota, containing balance sheets as of the end of such fiscal year and a statement of operations, changes in fund balances and cash flows for the fiscal year then ended, showing in comparative form such figures for the preceding fiscal year of the City, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the City; and (B) To the extent not included in the financial statements referred to in paragraph (A) hereof, the information for such fiscal year or for the period most recently available of the type set forth below, which information may be unaudited, but is to be certified as to accuracy and completeness in all material respects by the City's financial officer to the best of his or her knowledge, which certification may be based on the reliability of information obtained from governmental or third party sources: Most recent population estimate; City Property Values; City Indebtedness; City Tax Rates; Levies and Collections; and Current General Fund Budget Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Infomation and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been submitted to each of the repositories hereinafter referred to under subsection (b) or the SEC. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in Page 28 MinutesBdina City CounciVMav 3,1999 respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this Section 7 is amended as permitted by this paragraph (b)(l) or subsection (d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner, notice of the occurrence of any of the following events which is a Material Fact (as hereinafter defined): (K) Rating changes. As used herein, a "Material Fact" is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a I Principal and interest payment delinquencies; Non-payment related defaults; Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; Adverse tax opinions or events affecting the tax-exempt status of the security; Modifications to rights of security holders; Bond calls; Def easances; Release, substitution, or sale of property securing repayment of the securities; and Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, a "Material Fact" is also an event that would be deemed "material" for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information required under paragraph (b)(l) at the time specified thereunder; (B) the amendment or supplementing of this Section 7 pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection (d)(2); the termination of the obligations of the City under this Section 7 pursuant to subsection (d); any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (c) Manner of Disclosure. The City agrees to make available the information described in subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as appropriate: (1) the information described in paragraph (1) of subsection (b), to each then nationally recognized municipal securities information repository under the Rule and to any state (3) (C) (D) (E) any change in the fiscal year of the City. Page 29 Minutes/Edina City Council/May 3,1999 .- I information depository then designated or operated by the State of Minnesota as contemplated by the Rule (the "State Depository"), if any; (2) the information described in paragraphs (2) and (3) of subsection (b), to the Municipal Securities Rulemaking Board and to the State Depository, if any; and (3) the information described in subsection (b), to any rating agency then maintaining a rating of the Bonds and, at the expense of such Bondowner, to any Bondowner who requests in Writing such information, at the time of transmission under paragraphs (1) or (2) of this subsection (c), as the case may be, or, if such information is transmitted with a subsequent time of release, at the time such information is to be released. (d) Term: Amendments; Interpretation. (1) The covenants of the City in this Section 7 shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this Section 7 shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this Section 7 will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Echange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This Section 7 (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a resolution of the City Council filed in the office of the City Clerk of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this Section 7 as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This Section 7 is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. Bondowners under the Rule. b Attest: City Clerk Member Hovland seconded the motion. Rollcalk Ayes: Faust, Hovland) Kelly, Maetzold Resolution adopted. Mayor pro tem Page 30 MinutesEdha Ciw Council/May 3,1999 Member Hovland introduced the following resolution and moved its adoption: RESOLUTION RELATING TO $3,600,000 GENERAL OBLIGATION UTILITIES REVENUE BONDS, SERIES 1999A; AWARDING THE SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR BE IT RESOLVED by the City Council (the ”Council”) of the City of Edina, Section 1. Recitals, Authorization and Sale of Bonds. 1.01. Authorization. The City owns and operates a municipal storm sewer utility (the ’,Storm Water Utility”) and a municipal sanitary sewer and water utility (the “Sewer and Water Utility,” which together with the Storm Water Utility is called the ”Utilities”). This Council has heretofore ordered construction of improvements to the Utilities. This Council hereby determines to issue and sell $3,600,000 principal amount of General Obligation Utilities Revenue Bonds, Series 1999A, of the City (the ”Bonds”) to defray the expense incurred and estimated to be incurred by the City in making the Improvements, including every item of cost of the kinds authorized in Minnesota Statutes, Section 475.65, and $36,000 representing interest as provided in Minnesota Statutes, Section 475.56. 1.02. Sale of Bonds. The City has retained Springsted Incorporated, an independent financial advisor, to assist the City in connection with the sale of the Bonds. The Bonds are being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), without meeting the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision 1. Pursuant to the Terms and Conditions of Sale for the Bonds, nine (9) proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been publicly read and considered, and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined, The most favorable proposal received is that of U.S. Bancorp Piper Jaffray Inc., of Minneapolis, Minnesota (the ”Purchaser”), to purchase the Bonds at a price of $3,571,153.20, the Bonds to bear interest at the rates set forth in Section 3.01. The proposal is hereby accepted, and the Mayor and the City Manager are hereby authorized and directed to execute a contract on the part of the City for the sale of the Bonds with the Purchaser. The good faith checks of the unsuccessful bidders shall be returned forthwith. 1.03. Performance of Requirements. The City is authorized by Minnesota Statutes, Section 444.075, to issue and sell the Bonds to pay the costs of the Improvements, and to pledge to the payment of the Bonds net revenues to be derived from charges for the service, use and availability of the Utilities. The City presently has no outstanding obligations which constitute a lien on the net revenues of the Utilities. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, existing, having happened and having been performed, it is now necessary for this Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. The Bonds shall be prepared in substantially the following form: Minnesota (the ”City”), as follows: I Section 2. Form of Bonds. UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDINA GENERAL OBLIGATION UTILITIES REVENUE BOND, SERIES 1999A Date of Page 31 MinutesEdina City CounciVMay 3,1999 Interest Rate Maturity Original - Issue February 1, - May 1,1999 CUSIP 28605 REGISTERED OWNER PRINCIPAL AMOUNT: DOLLARS THE CITY OF EDINA, Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and, for value received, hereby promises to pay to the registered owner named above, or registered assigns, the principal amount specified above, on the maturity date specified above, with interest thereon from the date of original issue specified above, or from the most recent interest payment date to which interest has been paid or duly provided for, at the annual rate specified above. Interest hereon is payable on February 1 and August 1 in each year, commencing February 1,2000, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month, all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maftuity. .The interest hereon and, upon presentation and surrender hereof at the office of the City Finance Director, in Edina, Minnesota, as Registrar, Transfer Agent and Paying Agent (the "Bond Registrar"), or its successor designated under the Resolution described herein, the principal hereof, are payable in lawful money of the United States of America by check or draft of the City or the Bond Registrar if a successor to the City Finance Director as Bond Registrar has been designated under the Resolution described herein. This Bond is one of an issue in the aggregate principal amount of $3,600,000 (the "Bonds") all of like date and tenor except as to serial number, interest rate, redemption privilege and maturity date, issued pursuant to a resolution adopted by the City Council on May 3,1999 (the "Resolution"), for the purpose of financing the costs of improvements to the storm sewer utility and to the sanitary sewer and water utility of the City and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section 444.075 and Chapter 475. For the full and prompt payment of the principal and interest on the Bonds as the same become due, the full faith, credit and taxing power of the City have been and are hereby irrevocably pledged. The Bonds are issuable only as fully registered bonds in denominations of $5,000 or any multiple thereof, of single maturities. Bonds maturing in the years 2000 through 2007 are payable on their respective stated maturity dates without option of prior payment, but Bonds having stated maturity dates in the years 2008 and 2009 are each subject to redemption and prepayment, at the option of the City and in whole or in part, and if in part, in the maturities selected by the City and, within any maturity, in $5,000 principal amounts selected by lot, on February I, 2007 and on any date thereafter, at a price equal to the principal amount thereof to be redeemed plus accrued interest to the date of redemption. At least thirty days prior to the date set for redemption of any Bond, notice of the call for redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be redeemed at his address appearing in the Bond Register, but no defect in or failure to give such mailed notice of redemption shall affect the validity of the proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price herein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or Bonds I Page 32 MinutesEdha Citv Counciway 3,1999 will be delivered to the registered owner without charge, representing the remaining principal amount outstanding. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange, the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the issuance of this Bond in order to make this Bond a valid and binding general obligation of the City according to its terms, have been done, do exist, have happened and have been performed in regular and due form as so required; that in and by the Resolution, the City has pledged to the payment of the principal of and interest on the Bonds net revenues of the storm water utility and sanitary sewer and water utility of the City; that in and by the Resolution, the City has covenanted and agreed with the owner of the Bonds that it will impose and collect charges for the service, use and availability of its storm water utility and sanitary sewer and water utility at the time and in the amounts required to produce net revenues adequate to pay all principal of and interest on the Bonds and on all other bonds payable from net revenues of the storm water utility and sanitary sewer and water utility as such principal and interest respectively become due; that if needed to pay the principal and interest on this Bond, ad valorem taxes will be levied upon all taxable property in the City without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by the manual signature of the Bond Registrar, or in the event the City Finance Director is no longer acting as Bond Registrar, one of the authorized representatives of the Bond Registrar. IN WITNESS WHEREOF, the City of Edina, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed by the facsimile signatures of the Mayor and the City Manager and has caused this Bond to be dated as of the date set forth below. CITY OF EDINA I I Gordon L. Hughes - Dennis F. Maetzold City Manager Mayor pro tern This is one of the Bonds delivered pursuant to the Resolution mentioned within. CERTIFICATE OF AUTHENTICATION BY City Finance Director, as Bond Registrar Page 33 Minutes/Edina City Council/Mav 3,1999 The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - - as tenants TEN ENT - - as tenants UNE TRANS MIN ACT. ...... Custodian. ....... in common (Cust) (Minor) under Uniform Transfers to Minors by the entireties Act. ..................... (State) JTTEN-- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto attorney to transfer the within Bond on the books kept the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints for registration thereof, with full power of substitution in the premises. Dated PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE NOTICE The signature(s) to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, or any change whatsoever. a without alteration, enlargement Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar, which requirements include membership or participation in the Securities Transfer Association Medalion Program (STAMP) or such other "signature guaranty program" as may be determined by the Bond Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Section'3. Bond Terms, Execution and Deliverv. 3.01. Maturities, Interest Rates, Denominations, Pavment, Datinn of Bonds. The City shall forthwith issue and deliver the Bonds, which shall be denominated "General Obligation Utilities Revenue Bonds, Series 1999A." The Bonds shall be dated as of May 1,1999, shall be issuable in the denominations of $5,000 or any integral multiple thereof, shall mature on February 1 in the years and amounts set forth below, and Bonds maturing in such years and I Page 34 MinutesDdina Citv Council/Mav 3,1999 amounts shall bear interest from date of issue until paid or duly called for redemption at the rates per annum set forth opposite such years and amounts as follows: - Year Amount &l& year Amount &l& 2000 $335,000 3.20% 2005 $360,000 3.85% 2001 310,000 3.50 2006 375,000 4.00 2002 325,000 3.60 2007 390,000 4.00 2003 335,000 3.70 2008 405,000 4.10 2004 345,000 3.80 2009 420,000 4.20 The Bonds shall be issuable only in fully registered form, of single maturities. The interest thereon and, upon surrender of each Bond at the principal office of the Registrar described herein, the principal amount thereof, shall be payable by check or draft issued by the Registrar. Each Bond shall be dated by the Registrar as of the date of its authentication. 3.02. Interest Payment Dates. Interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1,2000, to the owners thereof as such appear of record in the bond register as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. 3.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent (the Registrar). The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Register. - The Registrar shall keep at its principal office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange - of Bonds. Whenever any Bond is surrendered by the registered owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount, interest rate and maturity, as requested by the registered owner or the owner's attorney duly authorized in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other Page 35 MinutesjEdina Citv CounciVMaV 3,1999 I purposes, and aII such payments so made to any such registered owner or upon the owner’s order shall be valid and effectual to satisfy and discharge the liability of the City upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be lost, stolen or destroyed, the Registrar shaII deliver a new Bond of like amount, number, interest rate, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond lost, stolen or destroyed, upon the paydent of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or destroyed, upon receipt by the Registrar of evidence satisfactory to it that such Bond was lost, stolen or destroyed, and of the ownership thereof, and upon receipt by the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. AII Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen or destroyed Bond has already matured or been called for redemption in accordance with its terms, it shaII not be necessary to issue a new Bond prior to payment. 3.04. Appointment of Initial Registrar. The City hereby appoints the City Finance Director, as the initial Registrar. In the event that the City determines to discontinue the book entry-only system for the Bonds as described in paragraph (c) of Section 3.07, or DTC, as defined in Section 3.07, determines to discontinue providing its services with respect to the Bonds and a new securities depository is not appointed for the Bonds, the City will designate a suitable bank or trust company to act as successor Registrar if the City Finance Director is then acting as Registrar. The City reserves the right to remove any Registrar upon thirty (30) days’ notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar. 3.05. Redemption. Bonds maturing in the years 2000 through 2007 are payable on their respective stated maturity dates without option of prior payment, but Bonds maturing in 2008 and 2009 are each subject to redemption, at the option of the City and in whole or in part, and if in part, in the maturities selected by the City and, within any maturity, in $5,000 principal amounts selected by the Registrar by lot, on February 1, 2007 and on any date thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest to the date of redemption. At least thirty days prior to the date set for redemption of any Bond, the City shall cause notice of the call for redemption to be mailed to the Registrar and to the registered owner of each Bond to be redeemed, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. The notice of redemption shall specify the redemption date, redemption price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which the Bonds are to be surrendered for payment, which is the principal office of the Registrar. Official notice of redemption having been given as aforesaid, the Bonds or portions thereof so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall defauIt in the payment of the redemption price) such Bonds or portions thereof shall cease to bear interest. Page 36 I I I MinutesBdina City CounciVMay 3,1999 Bonds in a denomination larger than $5,000 may be redeemed in part in any integral multiple of $5,000. The owner of any Bond redeemed in part shall receive without charge, upon surrender of such Bond to the Registrar, one or more new Bonds in authorized denominations equal in principal amount to be unredeemed portion of the Bond so surrendered. 3.06. Preparation and Delivery. The Bonds shall be prepared under the direction of the City Manager and shall be executed on behalf of the City by the signatures of the Mayor and the City Manager; provided that said signatures may be printed, engraved, or lithographed facsimiles thereof. In case any officer whose signature, or a facsimile of whose signature, shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of the Registrar, or in the event the City Finance Director is no longer acting as Registrar, an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so executed and authenticated, they shall be delivered by the City Manager to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 3.07. Securities Depositow. (a) For purposes of this Section the following terms shall have the following meanings: "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such person's subrogee. "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean The Depository Trust Company of New York, New York. "Participant" shall mean any broker-dealer, bank or other financial institution for which DTC holds *Bonds as securities depository. "Representation Letter" shall mean the Representation Letter from the City to DTC previously executed by the City and on file with DTC. (b) The Bonds shall be initially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this resolution, with respect to the selection by DTC or any I U I Page 37 MinutesEdha City CounciVMav 3,1999 Participant of any person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph (d) hereof. (c) In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the City may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph (d) hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph (d) hereof. In the event that any transfer or exchange of Bonds is permitted under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution. In the event Bonds in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. (d) Section 4. Securitv Provisions. 4.01. 1999 Utilities Construction Fund. There is hereby rreated a special bookkeeping fund to be designated as the "1999 Utilities Construction Fund" (the "Construction Fund"), to be held and administered by the City Finance Director separate and apart from all other funds of the City. The City appropriates to the Construction Fund $3,564,000 of the proceeds of the sale of the Bonds. The Construction Fund shall be used solely to defray expenses of the Improvements, including but not limited to the transfer to the Bond Fund, created in Section 4.02 hereof, of amounts sufficient for the payment of interest, due upon the Bonds prior to the completion of the Improvements and the payment of the expenses incurred by the City in connection with the issuance of the Bonds. Upon completion and payment of all costs of the Improvements, any balance of the proceeds of Bonds remaining in the Construction Fund may be used to pay the cost, in whole or in part, of any other improvements to the Utilities, as directed by the City Council, but any balance of such proceeds not so used shall be credited and paid to the Bond Fund. 4.02. 1999 Utilities Bond Fund. So long as any of the Bonds are outstanding and any principal of or interest thereon unpaid, the City Finance Director shall maintain on its books and records a separate and special bookkeeping fund designated "1999 Utilities Bond Fund" (the "Bond Fund") to be used for no purpose other than the payment of the principal of and interest on the Bonds and any additional obligations of the City payable therefrom pursuant to Section 4.03 hereof. If the balance in the Bond Fund is ever insufficient to pay all principal and interest then Page 38 MinutesBdina Ciw Councimav 3,1999 due on bonds payable therefrom, the City Finance Director shall nevertheless provide sufficient money from any other funds of the City which are available for that purpose, and such other funds shall be reimbursed from subsequent receipts of net revenues of the Utilities appropriated to the Bond Fund and, if necessary, from the proceeds of the taxes levied for the Bond Fund. The City hereby appropriates to the Bond Fund the accrued interest on the Bonds and any amount in excess of $3,564,000 received from the Purchaser upon delivery of the Bonds and any amounts transferred to the Bond Fund pursuant to Section 4.01 hereof. The City Finance Director shall deposit in the Bond Fund the proceeds of all taxes levied and all other money which may at any time be received for or appropriated to the payment of such bonds and interest, including the net revenues of the Utilities herein pledged and appropriated to the Bond Fund, all collections of any ad valorem taxes levied for the payment of the Bonds, and all other moneys received for or appropriated to the payment of the Bonds and interest thereon. There are hereby established two accounts in the Bond Fund, designated as the "Debt Service Account" and the "Surplus Account." All money appropriated or to be deposited in the Bond Fund shall be deposited as received into the Debt Service Account. On each February 1, the City Finance Director shall determine the amount on hand in the Debt Service Account. If such amount is in excess of one-twelfth of the debt service payable from the Bond Fund in the immediately preceding 12 months, the City Finance Director shall promptly transfer the amount in excess to the Surplus Account. The City appropriates to the Surplus Account any amounts to be transferred thereto from the Debt Service Account as herein provided and all income derived from the investment of amounts on hand in the Surplus Account. If at any time the amount on hand in the Debt Service Account is insufficient to meet the requirements of the Bond Fund, the City Finance Director shall transfer to the Debt Service Account amounts on hand in the Surplus Account to the extent necessary to cure such deficiency. 4.03. Imposition of Charges; - Additional Bonds. The City hereby covenants and agrees with the holders from time to time of the Bonds that so long as any of the Bonds are outstanding, the City will impose and collect reasonable charges for the service, use and availability of the Utilities to the City and its inhabitants according to schedules calculated to produce net revenues which, will be sufficient to pay all principal and interest when due on the Bonds and all other obligations payable from the net revenues of the Utilities. Seventy-Wo percent (72%) of the principal and interest due on the Bonds shall be paid from the net revenues of the Sewer and Water Utility, and the remaining twenty-eight percent (28%) of the principal and interest due on the Bonds shall be paid from the net revenues of the Storm Water Utility. Net revenues of the Sewer and Water Utility, to the extent necessary, are hereby irrevocably pledged and appropriated to the payment of seventy-two percent (72%) of the principal of the Bonds and interest thereon, and net revenues of the Storm Water Utility, to the extent necessary, are hereby irrevocably pledged and appropriated to the payment of twenty-eight percent (28%) of the principal of the Bonds and interest thereon; provided that nothing herein shall preclude the City from hereafter making further pledges and appropriations of net revenues of the Sewer and Water Utility or Storm Water Utility for the payment of additional obligations of the City hereafter authorized if the City Council determines before the authorization of such additional obligations that the estimated net revenues of the Utilities will be sufficient, together with any other sources pledged to or projected to be used, for the payment of the principal of and interest on the Bonds and paid therefrom and such additional obligations. Such further pledges and appropriations of said net revenues may be made superior or subordinate to or on a parity with the pledge and appropriation herein made, as to the application of net revenues received from time to time. The full faith and credit of the City are irrevocably pledged for the prompt and full payment of the principal of and the interest on the Bonds and any other obligations payable from the Bond Fund, as such principal and interest I 4.04. Full Faith and Credit Pledged. - I Page 39 Minutes/Edina City CounciVMay 3,1999 I comes due. If the money on hand in the Bond Fund should at any time be insufficient for the payment of principal and interest then due, this City shall pay the principal and interest out of any fund of the City, and such other fund or funds shall be reimbursed therefor when sufficient money is available to the Bond Fund. If on October 1 in any year the sum of the balance in the Bond Fund plus the available net revenues of the Utilities on hand and estimated to be received or before the end of the following calendar year is not sufficient with any ad valorem taxes heretofore levied in accordance with the provisions of this resolution, to pay when due all principal and interest become due on all Bonds payable therefrom in said following calendar year, or the Bond Fund has incurred a deficiency in the manner provided in this Section 4.04, a direct, irrepealable, ad valorem tax shall be levied on all taxable property within the corporate limits of the City for the purpose of restoring such accumulated or anticipated deficiency in an amount at least 5% in excess of amount needed to make good the deficiency. Section 5. Defeasance. When any Bond has been discharged as provided in this Section 5, all pledges, covenants and other rights granted by this resolution to the holders of such Bonds shall cease, and such Bonds shall no longer be deemed outstanding under this Resolution. The City may discharge its obligations with respect to any Bond which is due on any date by irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, the City may nevertheless discharge its obligations with respect thereto by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without reinvestment, to pay all principal and interest to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. Section 6. Countv Auditor Registration, Certification of Proceedings, Investment of Money, Arbitrage, - Official Statement and Fees. 6.01. Countv Auditor Regstration. The City Manager is hereby authorized and directed to file a certified copy of this Resolution with the County Auditor of Hennepin County, together with such other information as the County Auditor shall require, and to obtain from said County Auditor a certificate that the Bonds have been entered on his bond register as required by law. 6.02. Certification of Proceedings. - The officers of the City and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel to the City, certified copies of all proceedings and records of the City, and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 6.03. Covenant. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and Regulations promulgated thereunder (the Regulations), as such are enacted or promulgated and in effect on the date of issue of the Bonds, and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become subject to taxation under such Code and Regulations. The I I Page 40 Minutesfidina City Councimay 3,1999 Improvements are public improvements available for use by members of the general public on a substantially equal basis. The City will not enter into any lease, use agreement or other contract respecting the Improvements or security for the payment of the Bonds which would cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. 6.04. Arbitrane Rebate. The City shall take such actions as are required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code. 6.05. Arbitrage Certification. The Mayor and the City Manager, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certification in accordance with the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. 6.06. Official Statement. The Official Statement relating to the Bonds, dated April 21, 1999, prepared and distributed on behalf of the City by Springsted Incorporated, is hereby approved. Springsted Incorporated is hereby authorized on behalf of the City to prepare and distribute to the Purchaser a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Certificates required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. Within seven business days from the date hereof, the City shall deliver to the Purchaser a reasonable number of copies of the Official Statement and such supplement. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. I . Section 7. Continuing; Disclosure. (a) Purpose and Beneficiaries. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit the original purchaser and other participating underwriters in the primary offering of the Bonds to comply with amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (17 C.F.R. 9 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the "Rule"), which will enhance the marketability of the Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds. The City is the only "obligated person" in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. If the City fails to comply with any provisions of this Section 7, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this Section 7, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this Section 7 constitute a default under the Bonds or under any other provision of this resolution. As used in this Section 7, "Owner'' or "Bondowner" means, in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any "Beneficial Owner" (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, "Beneficial Owner" means, in respect of a Bond, any person or I Page 41 MinutesBdina Citv Council/Mav 3,1999 I entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of the Bond for federal income tax purposes. As used herein, "Outstanding" when used as of any pdcular time with reference to Bonds means all Bonds theretofore, or thereupon being, authenticated and delivered by the Registrar under this Resolution except (i) Bonds theretofore canceled by the Registrar or surrendered to the Registrar for cancellation; (ii) Bonds with respect to which the liability of the City has been discharged in accordance with Section 5 hereof; and (iii) Bonds for the transfer or exchange or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Registrar pursuant to this Resolution. (b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: (1) on or before 365 days after the end of each fiscal year of the City, commencing with the fiscal year ending December 31,1999 the following financial information and operating data in respect of the City (the "Disclosure Information"): (A) the audited financial statements of the City for such fiscal year, accompanied by the audit report and opinion of the accountant or government auditor relating thereto, as permitted or required by the laws of the State of Minnesota, containing balance sheets as of the end of such fiscal year and a statement of operations, changes in fund balances and cash flows for the fiscal year then ended, showing in comparative form such figures for the preceding fiscal year of the City, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the City; and (B) To the extent not included in the financial statements referred to in paragraph (A) hereof, the information for such fiscal year or for the period most recently available of the type set forth below, which information may be unaudited, but is to be certified as to accuracy and completeness in all material respects by the City's financial officer to the best of his or her knowledge, which certification may be based on the reliability of information obtained from governmental or third party sources: Most recent population estimate; City Property Values; City Indebtedness; City Tax Rates; Levies and Collections; and Current General Fund Budget Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been submitted to each of the repositories hereinafter referred to under subsection (b) or the SEC. I Page 42 MinutesEdha Citv Councimay 3,1999 If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this Section 7 is amended as permitted by this paragraph (b)(l) or subsection (d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner, notice of the occurrence of any of the following events which is a Material Fact (as hereinafter defined): (A) (B) Non-payment related defaults; (C) (D) (E) (F) (G) (H) Bond calls; (I) Defeasances; (J) (K) Rating changes. Principal and interest payment delinquencies; Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; Adverse tax opinions or events affecting the tax-exempt status of the security; Modifications to rights of security holders; Release, substitution, or sale of property securing repayment of the securities; and As used herein, a "Material Fact" is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, a "Material Fact" is also an event that would be deemed "material" for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information required under paragraph (b)(l) at the time specified thereunder; (B) the amendment or supplementing of this Section 7 pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection (d)(2); the termination of the obligations of the City under this Section 7 pursuant to subsection (d); (3) (C) Page 43 MinutesBdina Citv CounciVMay 3,1999 ' D (D) (E) any change in the fiscal year of the City. any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (c) Manner of Disclosure. The City agrees to make available the information described in subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as appropriate: (I) the information described in paragraph (1) of subsection (b), to each then nationally recognized municipal securities information repository under the Rule and to any state information depository then designated or operated by the State of Minnesota as contemplated by the Rule (the "State Depository"), if any; (2) the information described in paragraphs (2) and (3) of subsection (b), to the Municipal Securities Rulemaking Board and to the State Depository, if any; and (3) the information described in subsection (b), to any rating agency then maintaining a rating of the Bonds and, at the expense of such Bondowner, to any Bondowner who requests in writing such information, at the time of transmission under paragraphs (1) or (2) of this subsection (c), as the case may be, or, if such information is transmitted with a subsequent time of release, at the time such information is to be released. (d) Term; Amendments; Interpretation. (1) The covenants of the City in this Section 7 shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this Section 7 shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this Section 7 will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This Section 7 (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a resolution of the City Council filed in the office of the City Clerk of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect thak (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this Section 7 as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This Section 7 is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. I Page 44 MinutesBdina I Ci .y, Council/May .* 3,1999 Attest: City Clerk Member Faust seconded the motion. Mayor pro tem Rollcalk Ayes: Faust, Hovland, Kelly, Maetzold Resolution adopted. HEARING DATE SET OF WNE 15, 1999, FOR AMENDMENTS TO TAX INCREMENT > Manager Hughes explained $tat because of pending legislatign that would adversely affect the City’s use of Tax Increment Financing, amendments are needed to the Grandview and Centennial Lakes TIF Districts. Following a brief discussion Member Hovland made a motion setting June 15,1999, as hearing date for Amemlrnents to the Tax Incremeat Financing Plan for the Grandview and Centennial Lakes TIF Districts. Member Kelly seconded the motion. Ayes: Faust, Hovland, Kelly, Maetzold Motion carried. CLAIMS PAID Motion made by Member Kelly approving payment of the following claims as shown in detail on the Check Register dated April 28,1999, and consisting of 31 pages: General Fund $282J07.27; C.D.B.G. $26,982.85; Communications $19,714.31; Working Capital $4,734.10; Art Center $14,51946; Golf Rome Fpnd $1,776,19; Swimming Pool Fund $1,061.13; Golf Course Fund $127,679.92; Ice Arena Fund $3,713.22; Ediqborough/Centennial Lakes $12,965.82; Utility Fund $244,181.15; Storm Sewer Utility Fund $4,250.08; Recycling Program $19.13; Liquor Dispensary Fund $235,041.41; Construction Fund $37,298.57 Park Bond Fund $30,610.00; TOTAL $1,046,654.52. Member F,aust seconded the motion. Rollcall: Ayes: Faust, Hovland, Kelly, Maetzold Motion carried. There being no further business on the Council Agenda, Mayor pro-tem Maetzold adjourned the Council Meeting at 10:15 P.M. Page 45