HomeMy WebLinkAbout20000815_jointMINUTES
OF THE JOINT MEETING OF THE
EDINA HOUSING AND REDEVELOPMENT AUTHORITY
AND THE EDINA CITY COUNCIL
HELD AT CITY HALL
AUGUST 15,2000 - EO0 P.M.
ROLLCALL Answering rollcall were Members Faust, Hovland, Johnson, and Mayor Maetzold.
CONSENT AGENDA ITEMS APPROVED Motion made by Member Johnson and seconded by
Member Faust approving the Council Consent Agenda as presented.
Rollcall:
Ayes: Faust, Hovland, Johnson, Maetzold
Motion carried.
“MINUTES OF THE REGULAR MEETING OF AUGUST 1,2000, APPROVED Motion made by
Member Johnson and seconded by Member Faust approving the Minutes of the Regular Meeting
of August 1,2000.
Motion carried on rollcall vote - four ayes.
RESOLUTION NO. 2000-80 VACATION OF PUBLIC RIGHT-OF-WAY AND UTILITY AND
DRAINAGE EASEMENTS APPROVED - (GRANDVIEW SQUARE PHASE 1) Engineer Hoffman
explained the vacation of public use is a result of the Grandview Square redevelopment. New
easements are being granted with the new plat. The only issue identified by abutting property
owners is the need to maintain sewer service for 5244 Eden Circle and any utility relocation if
identified by a utility. Engineer Hoffman reported we have no response from Time Warner, but the
other utilities have approved the vacation request.
Engineer Hoffman said staff recommends vacating existing utility and roadway drainage easements
in Grandview Square reserving the sanitary sewer service to 5244 Eden Circle during construction.
No public comment was heard.
Member Hovland made a motion closing the public hearing. Member Johnson seconded the
motion.
Ayes: Faust, Hovland, Johnson, Maetzold
Motion carried.
Member Johnson introduced the following Resolution and moved its adoption:
RESOLUTION NO. 2000-80
RESOLUTION VACATING PUBLIC RIGHT-OF-WAY,
UTILITY AND DRAINAGE EASEMENTS FOR
GRANDVIEW SQUARE PHASE 1
WHEREAS, a motion of the City Council, on the 19TH day of July, 2000, fixed a date for a
public hearing on a proposed vacation of public right-of-way, utility and drainage easements; and
WHEREAS, two weeks published and posted notice of said hearing was given and the
hearing was held on the 15th day of August, 2000, at which time all persons desiring to be heard
were given an opportunity to be heard thereon; and
WHEREAS, the Council deems it to be in the best interest of the City and of the public that
said public right-of-way, utility and drainage easements be made; and
Page 1
Minutes/Edina City Council/Aunust 15,2000
WHEREAS, the Council considered the extent the vacation affects existing easements
within the area of the vacation and the extent to which the vacation affects the authority of any
person, corporation, or municipality owning or controlling electric, telephone or cable television
poles and lines, gas and sewer lines, or water pipes, mains, and hydrants on or under the area of
the proposed vacation to continue maintaining the same, or to enter upon such easement area or
portion thereof vacated to maintain, repair, replace, remove or otherwise attend thereto;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Edina,
Hennepin County, Minnesota, that the following public street right-of-way, and utility and
drainage easements are hereby vacated effective as of August 15, 2000:
The vacation of utility and drainage easement per Document No. 3613175 described as
follows:
The south ten feet (10’) of the east one hundred eighty feet (180’) of Lot 2, Block 1,
WANNER ADDITION
The vacation of utility and drainage easement per Document No. 3613176 described as
follows:
A fifteen foot (15’) wide easement lying seven and five tenths feet (7.53 on either
side of the following described line: Commencing at a point in the south line of
Eden Avenue, said point being three hundred sixty-five feet (365‘) east of the west
line of Government Lot 8, Section 35, Township 117, Range 21; thence southerly
parallel to the west line of said Government Lot 8 to an intersection with the
easterly extension of the south line of Lot 2, Block 1 WANNER ADDITION; thence
westerly to the southeast corner of said Lot 2, Block 1, WANNER ADDITION.
The vacation of roadway easement per Document No. 2419555 described as follows:
An easement over a part of Government Lot 8, Section 28, Township 117 North,
Range 21 West, Hennepin County, Minnesota, for roadway purposes, 16 feet in
width, being 8 feet on each side of the following described line, Commencing at a
point on the south line of Eden Prairie Road, 358 feet due East from the West line of
said Government Lot 8; thence south and parallel with west line of said
Government Lot 8 to a point which in 612.9 feet north of the south line of said Lot 8;
thence west at right angles to east line of Lot 2, Block 1, WANNER ADDITION,
according to the recorded plat thereof, Hennepin County, Minnesota.
The vacation of roadway easements per Document No. 2985877 described as
follows:
An easement for roadway purposes over and across the South Twenty-five (25) feet
of Lot Two (Z), WANNER ADDITION, according to the recorded plat thereof on
file and of record in the office of the Register of Deeds in and for Hennepin County,
Minnesota and together with an easement for roadway purposes over and across the
North Twenty-five (25) feet of Lot Three (3), WANNER ADDITION, according to
the recorded plat thereof.
The vacation of an easement per Document No. 3561767 described as follows:
The west ten (10) feet of the south twenty-five (25) feet of Lot 2, Block 1, WANNER
ADDITION, according to the recorded plat thereof, Hennepin County, Minnesota.
Page 2
Minutes/Edina Citv Council/Auwst 15,2000
BE IT FURTHER RESOLVED, that said vacation does not affect, and there are continued,
reserved, and retained, by the said resolution ordering the vacation, the following existing
easements and authority in, on and under the above vacated area.
The authority of Northern States Power Company, Quest Communications, Time
Warner Cable Minnesota, or Reliant Energy Minnegasco to enter upon the above
vacated area for the maintenance, replacement, repair and removal of and for
otherwise attending to, underground conduit, manholes, cables, wires and poles
required for utility service now in, on or under the above vacated area.
I
BE IT FURTHER RESOLVED that the City Clerk is authorized and directed to cause a
notice of completion of proceedings to be prepared, entered in the transfer record of the County
Auditor, and filed with the County Recorder, in accordance with Minnesota Statutes, Section
412.851.
Motion seconded by Member Faust.
Dated August 15,2000.
Rollcall:
Ayes: Faust, Hovland, Johnson, Maetzold
Resolution adopted.
'
RESOLUTION NO. 2000-75, AMENDMENT TO REDEVELOPMENT PLAN APPROVED -
ESTABLISHMENT OF HAZARDOUS SUBSTANCE SUBDISTRICT Manager Hughes explained
that a public hearing must be conducted to establish a Hazardous Substance Subdistrict to the
Grandview Tax Increment District. He presented amendments to the Grandview redevelopment plan
and tax increment district taking actions as follows:
1. Clarlfy the authorized expenditures for the plan. The 1999 amendments were placed in
categories that did not match the State-mandated reporting requirements. The proposed
amendment places the dollars into the proper categories.
2. Clarlfy the amount of bonded indebtedness to be incurred pursuant to the Financing Plan.
The original amendments authorized $15,092,000 in additional expenditures. The
amendment as presented states the bonded indebtedness cannot exceed this amount. The
expenditures of tax increments to pay interest is authorized as well.
3. Authorize the establishment of a hazardous substance subdistrict and adopt a financing
plan. This subdistrict is established to finance the environmental cleanup costs associated
with the development project. This form of subdistrict utilizes the base taxes of the tax
increment district to finance the cleanup cost. The district may last for 25 years or until the
cleanup costs are paid off.
I
Manager Hughes presented comments from Hennepin County Deputy Administrator Richard
Johnson. The County views this as a financing tool of "last resort'' and acknowledges that this
amendment satisfies the criteria established by the County Board for use of tax increment financing.
Council comments
Member Hovland inquired about the cost of the removal and remediation of the hazardous
substances. Manager Hughes elaborated that remediation is still estimated to be at one million dollars
or less.
Resident comments
John Menke, 5301 Pinewood Trail, asked; 1) why does the City want to establish a hazardous
substance district, 2) has this been done before in Edina, 3) why for this private developer, and 4) will I
Page 3
Minutes/Edina Citv Council/August 15,2000
this be a million dollar bonus for the developer. He said Opus Clark knew what they were doing,
they made a bid and they should pay their own way.
Manager Hughes said the City's previous experience has been the clean-up of buried concrete found
at Centennial Lakes, at a cost of three-quarters of a million dollars borne by that tax increment
district. He added that this was a problem associated with older industrial areas that needs to be
faced when the sites are redeveloped.
I
Member Johnson said it is the obligation of the City to deliver buildable property and this is not
providing a subsidy, but fulfilling a contractual commitment to the developer and dealing with an
environmental problem not of the making of the developer.
Manager Hughes informed the Council that all proposals that were received during the process
included a caveat that assumed the land was clean.
Mayor Maetzold explained the State Legislature contemplated this type of thing happening and
established a tax increment act that addresses hazardous subdistricts.
Member Johnson made a motion to close the Public Hearing. Member Hovland seconded the
motion.
Ayes: Faust, Hovland, Johnson, Maetzold
Motion carried.
I Member Hovland introduced the following resolution and moved its adoption:
RESOLUTION NO. 2000-75
RESOLUTION APPROVING MODIFICATION OF GRANDVIEW REDEVELOPMENT
PROJXCT NO. 1, GRANDVIEW AREA REDEVELOPMENT PLAN AND GRANDVIEW TAX
INCREMENT FINANCING PLAN AND MAKING FINDINGS WITH RESPECT THERETO
BE IT RESOLVED by the City Council of the City of Edina, Minnesota as follows:
1. The Commissioners of the Housing and Redevelopment Authority in and for the
City of Edina, Minnesota (the "HRA") and the City of Edina, Minnesota (the "City"), have
previously approved the Grandview Area Redevelopment Plan (the "Redevelopment Plan") and
Grandview Redevelopment Project No. 1 (the "Redevelopment Project") to be undertaken
pursuant thereto, and in order to finance the public redevelopment costs to be incurred by the City
and the HRA in connection with the Redevelopment Plan and Redevelopment Project, the HRA
and the City have approved Grandview Tax Increment Financing Plan (the "Financing Plan"),
which establishes a tax increment financing district which is designated by the HRA as the
Grandview Tax Increment Financing District (Hennepin County No. 1202) (the "District"). On
April 7, 1997 and December 7, 1999, the HRA and City approved amendments to the
Redevelopment Plan, Redevelopment Project and Financing Plan (the "Amendments"). The HRA
has approved an amendment to the Redevelopment Project, the Redevelopment Plan and the Tax
Increment Financing Plan, as amended by the Amendments, which is entitled "Modification of
Grandview Redevelopment Project No. 1, Grandview Area Redevelopment Plan and Grandview
Tax Increment Financing Plan for Tax Increment Finance District No. 1202" (the "2000
Amendment"). The 2000 Amendment establishes Hazard Substance Subdistrict No. 1 (the "HSS")
within the District, and authorizes the use of tax increment revenues derived from the HSS to pay
or reimburse costs specified within Minnesota Statutes, Section 469.176, subdivision 4c, within the
HSS.
I
Page 4
Minutes/Edina Citv Council/Auwst 15,2000
2. This Council on August 15,2000, held a public hearing on the 2000 Amendment
after notice of the public hearing was published in the official newspaper of the City not less than
ten (10) days prior to the date of the hearing. At such public hearing all persons desiring to be
heard with respect to the 2000 Amendment were given an opportunity to express their views with
respect thereto.
3. This Council has previously found that the District is a redevelopment district
within the scope of Minnesota Statutes, Section 469.174, subdivision 10 and the 2000 Amendment
will not change such prior findings. The 2000 Amendment further serves the original goals and
objectives of the City and HRA in approving the Redevelopment Plan, the Redevelopment Project
and the Financing Plan and the Amendments, by redeveloping property in the City in order to
prevent or reduce blight, blighting factors and the causes of blight, and by providing needed
public facilities.
4. Pursuant to Minnesota Statutes, Section 469.175, subdivision 4, it is hereby found
that:
(A) The District, is a redevelopment district, as defined in
Minnesota Statutes, Section 469.174, subdivision 10, for the reasons
set forth in previous findings by this Council, and the 2000
Amendment does not alter these previous findings.
(B) The proposed development to be undertaken in accordance
with the Redevelopment Plan, as amended by the 2000 Amendment,
in the opinion of this Council would not occur solely through private
investment within the reasonably foreseeable future and therefor the
use of tax increment financing and the HSS is deemed necessary.
(C) The Financing Plan, as amended by the 2000 Amendment,
conforms to the general plan for the development of the City as a
whole.
(D) The Financing Plan, as amended by the 2000 Amendment,
will afford maximum opportunity consistent with the sound needs of
the City as a whole for the development of the area subject to
Redevelopment Plan by private enterprise.
(E) The City confirms its election of the method of tax
increment computation set forth in Minnesota Statutes, Section
469.177, subdivision 3, clause (a) with respect to the District.
Passed by the Council this 15th day of August, 2000.
Dated August 15,2000.
Member Faust seconded the motion.
Rollcall:
Ayes: Faust, Hovland, Johnson, Maetzold
Resolution adopted.
RESOLUTION NO 2000-79, REDEVELOPMENT CONTRACT - GRANDVIEW SQUARE LLC
APPROVED Manager Hughes presented an executive summary of the redevelopment agreement
with Grandview Square, highlighting points:
1. Project
2. Redevelopment Property
3. Redeveloper
4. Contingencies
5. Acquisition of Parcels; Eminent Domain
6. Environmental Remediation
7. Construction of Minimum Improvements
Page 5
Minutes/Edina Citv Council/Aunust 15,2000
8. Sale of Libraryj'Senior Center Site
9. Rehnbursement of Public Redevelopment Costs; General Description
10. Grandview Equity Contribution; Debt Payoff
11. Public Easement and
12. Definitions
Staff recommends approval of the Resolution regarding the Redevelopment Agreement for
Grandview Square, L.L.C. (Opus Northwest L.L.C. and R.E.C., Inc.
council comments
Member Johnson asked if the Redevelopment Agreement Contract was approved, what Mer HRA
approvals would be necessary as the developer moves forward. Manager Hughes said the only thing
the HRA would see would be in Phase 11, the Council would see final development plans for the next
phase of condombiums for the library/senior center building. Adoption of this resolution would
conclude the HRA part of the project. Member Johnson asked if this would not apply to Phase I as
well. Manager Hughes explained Phase I had already been approved.
No public comments were heard.
Member Hovland made a motion to close the Public Hearing. Member Faust seconded the motion.
Ayes: Faust, Hovland, Johnson, Maetzold
Motion carried.
Member Faust introduced the following Resolution and moved its adoption:
RESOLUTION RELATING TO GRANDVIEW AREA
REDEVELOPMENT PROJECT; APPROVING EXECUTION OF CITY
ASSURANCES RELATED TO CONTRACT FOR PRIVATE
REDEVELOPMENT BETWEEN EDINA HOUSING AND
REDEVELOPMENT AUTHORITY AND GRANDVIEW SQUARE,
L.L.C.
RESOLUTION NO. 2000-79
BE IT RESOLVED by the City Council (the Touncil") of the City of Edina,
Minnesota (the 'Tity"), as follows:
Section 1. Recitals.
1-01. Grandview Area Redevelopment Project and Tax Increment Financing Plan.
The Edina Housing and Redevelopment Authority (the "HRA") has approved a redevelopment
plan, as defined in Minnesota Statutes, Section 469.002, subdivision 16, designated as Grandview
Area Redevelopment Plan (the "Redevelopment Plan"), and a redevelopment project to be
undertaken pursuant thereto, as defined in Minnesota Statutes, Section 469.002, subdivision 14,
designated as the Grandview Area Redevelopment Project (the "Redevelopment Project").
1.02. Redevelopment Contract and Citv Assurances. In connection with the
Redevelopment Project, it has been proposed that the HRA enter into a Contract for Private
Redevelopment (the "Redevelopment Contract"), with Grandview Square, L.L.C. (the
"Redeveloper"), the form of which has been presented to this Council. The Redevelopment
Contract provides for the execution and delivery by the City of the City Assurances (the "City
Assurances") in the form attached to the Redevelopment Contract. I
Section 2. Approvals.
Page 6
Minutes/Edina Ciw Council/Auwst 15,2000
2.01. Approval of City Assurances. The form the City Assurances is hereby
approved, and the execution and delivery by the City of the City Assurances is hereby authorized.
The Mayor and City Manager are hereby authorized and directed on behalf of the City to execute
and deliver the City Assurances and the other agreements provided for in the Redevelopment
Contract to be executed and delivered by the City (the "Other Agreements") in substantially the
form presented hereto with such changes and modifications as may be approved by the officers
executing the City Assurances. The execution and delivery of the City Assurances and the Other
Agreements by the Mayor and the City Manager shall be conclusive evidence of the approval of
any changes and modifications to the City Assurances and the Other Agreements by such officers.
Member Hovland seconded the motion.
I
Passed by the Council this 15th day of August, 2000.
Rollcalk
Ayes: Faust, Hovland, Johnson, Maetzold
Motion carried.
RESOLUTION 2000-81 - FINAL PLAT APPROVED - GRANDVIEW SQUARE Manager Hughes
said the Final Plat is consistent with the approved Preliminary Plat. The Plat includes the HRA
property and the property referred to as the TAGS property. The Plat creates a lot for the office
building, the first phase condominium building and the park. The balance of the property is platted
as outlots which will be replatted in future phases.
Member Faust introduced the following resolution and moved its adoption:
RESOLUTION NO. 2000-81
RESOLUTION APPROVING
FINAL PLAT FOR GRANDVIEW SQUARE
BE IT RESOLVED by the City Council of the City of Edina, Minnesota, that that certain
plat entitled, "GRANDVIEW SQUARE", platted by R.E.C., Inc. and the Edina Housing and
Redevelopment Authority and presented at the regular meeting of the City Council on August 15,
2000, be and is hereby granted final plat approval.
I
Member Hovland seconded the motion.
Ayes: Faust, Hovland, Johnson, Maetzold
Motion carried.
RESOLUTION 2000-82 - SALE OF BONDS SERIES 2000A AND RESOLUTION 2000-83 - 2000B
APPROVED Rusty Fifield, Ehler's and Associates, said he was pleased to come forward with long
overdue news regarding the City of Edina's general obligation bonds upgrade to a Aaa rating by
Moody's Investors Service and Standard and Poor's. Of special note is Edina is only the fifth Aaa
rated city in Minnesota to be given a Aaa rating by Moody's Investor's Service. The scale rates the
credit worthiness of issuers of municipal bonds - Aaa is the pinnacle. He congratulated staff on their
effort in creating a strong, well-run, wealthy City in the eyes of investors even noted from the ivory
towers of Wall Street.
Mr. Fifield explained that Bond Series 2000A funds a portion of the costs of the new library and
senior center as outlined in the redevelopment agreement. The 2000A Bonds are paid off at the end of
the tax increment district. Of the six bidders, the low bidder was Dain Rauscher at 4.6885%.
Mr. Fifield said that Bond Series 2000B is a temporary taxable issue that serves two purposes. $2.5
million of this issue refunds the temporary bond issue that was used to purchase the Kunz/Lewis
property. As per the redevelopment agreement, this portion of the bond issue will be refunded at the
time we receive the equity contribution from Grandview Square L.L.C. The balance of the 2000B issue
I
Page 7
Minutes/Edina City Council/Auwst - 15,2000
pays for the environmental cleanup costs attributed to the development area. The City will apply for
grants from State and Metropolitan agencies and the balance of the cost will be paid for through the
capture of the base value within the development area. Of the six bidders, USBank Corp, Piper,
Jaffray, at 6.9074% was the low bidder. I
Member Hovland introduced the following resolution and moved its adoption:
RESOLUTION NO. 2000-82
RESOLUTION RELATING TO $2,620,000 GENERAL OBLIGATION
TAX INCREMENT BONDS, SERIES 2000A; AUTHORIZING THE
ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND
DETAILS, AND PROVIDING FOR THE EXECUTION AND
DELIVERY THEREOF AND THE SECURITY THEREFOR
BE IT RESOLVED by the City Council (the ''Council") of the City of Edina,
Minnesota (the "City"), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. This Council hereby determines that it is necessary and in the
best interests of the City to issue and sell its General Obligation Tax Increment Bonds, Series
2000A (the "Bonds"), in the principal amount of $2,620,000 pursuant to Minnesota Statutes,
Chapter 475 and Section 469.178, to finance the construction by the Edina Housing and
Redevelopment Authority (the "HRA") of a public library and senior center and other
improvements of a public nature to be constructed by the HRA or the City (the "Project") incurred
by the City or HRA in connection with the redevelopment project being undertaken by the HRA
pursuant to the Grandview Area Redevelopment Plan of the HRA.
1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc., an independent
financial advisor, to assist the City in connection with the sale of the Bonds. Pursuant to
Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), the requirements as to public sale
do not apply to the issuance of the Bonds. Proposals have been received for the sale of the Bonds,
and the Council has publicly considered all proposals presented in conformity with the terms and
conditions distributed by the City to potential purchasers of the Bonds. The most favorable of
such proposals is ascertained to be that of Dain Rauscher, Inc. of Minneapolis, Minnesota, (the
"Purchaser"), to purchase the Bonds at a price of $2,609,598.60 plus accrued interest on all Bonds to
the day of delivery and payment, on the further terms and conditions hereinafter set forth.
1.03 Award of Bonds. The sale of the Bonds is hereby awarded to the Purchaser and
the Mayor and City Manager are hereby authorized and directed on behalf of the City to execute a
contract for the sale of the Bonds in accordance with the terms of the bid. The good faith deposit
of the Purchaser shall be retained and deposited by the City until the Bonds have been delivered
and shall be deducted from the purchase price paid at settlement. The good faith checks of other
persons who submitted proposals to purchase the Bonds shall be returned to them forthwith.
1.04. Issuance of Bonds. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, existing, having
happened and having been performed, it is now necessary for the Council to establish the form
and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
Page 8
Minutes/Edina City Council/ Aumst - 15,2000
Section 2. Form of Bonds. The Bonds shall be prepared in substantially the
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 2000A
Maturity
Date of
Original Issue
September 1,2000
REGISTERED
OWNER
PRINCIPAL
AMOUNT.
CUSIP
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 above
named, the principal amount indicated above, on the maturity date specified above, with interest
thereon from the date hereof at the annual rate specified above computed on the basis of the
number of days elapsed in a 360-day year consisting of twelve 30-day months, payable on
February 1 and August 1 in each year, commencing February 1,2001, 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 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 $2,620,000 (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 August 15,2000
(the "Resolution") to provide funds to finance certain public improvements and facilities to be
constructed as a part of the redevelopment project being undertaken by the Edina Housing and
Redevelopment Authority (the "HRA") pursuant to the Grandview Area Redevelopment Plan of
the HRA, 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
469.178 and Chapter 475. The Bonds are payable primarily from tax increments to be derived from
I
Page 9
Minutes/Edina Citv Council/ Auwst - 15,2000
a tax increment financing district established by the HRA (the "District") which have been
pledged to the payment of the Bonds by the Resolution. In addition, for the full and prompt
payment of the principal and interest on the Bonds as the same become due, the full faith, credit
and taxing power of the City have not been and are irrevocably pledged. The Bonds are issuable
only as fully registered bonds, in denominations of $5,000 or any integral multiple thereof, of
single maturities.
D
Bonds maturing in the years 2002 through 2006 are payable on their respective
stated maturity dates without option of prior payment, but Bonds having stated maturity dates in
the years 2007 through 2011 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 by lot,
assigned in proportion to their principal amount, within any maturity, on February 1,2006 and on
any date thereafter, at a price equal to the principal amount thereof to be redeemed plus interest
accrued to the date of redemption. At least thirty days prior to the date set for redemption of any
Bond, notice of the call for redemption will be mailed to the Bond Registrar and to the registered
owner of each Bond to be redeemed at his address appearing in the Bond Register, but no defect in
or failure to give such mailed notice of redemption shall affect the validity of proceedings for the
redemption of any Bond, not affected by such defect or failure. Official notice of redemption
having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the redemption price 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 amount outstanding.
The Bonds have been designated by the City as "qualified tax-exempt obligations"
pursuant to Section 265(b) of the Internal Revenue Code, as amended.
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 ihe 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 it a valid and binding general obligation of the City according to its terms have been done,
do exist, have happened and have been performed as so required; that prior to the issuance hereof
the City has pledged and appropriated to a sinking fund established for the payment of the Bonds
I
Page 10
Minutes/Edina City Council/Aunust 15,2000
tax increments to be derived by the City from the District; that, if necessary for the payment of
principal and interest on the Bonds, ad valorem taxes are required to be levied upon all taxable
property in the City, which levy is not limited as to rate or amount; and that the issuance of this
Bond does not cause the indebtedness of the City to exceed any constitutional or statutory
limitation.
I
This Bond shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Resolution until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar by manual signature of the Bond Registrar, or in the
event the City Finance Director is no longer acting as Bond Registrar, by one of the authorized
representatives of the Bond Registrar.
IN WITNESS WHEREOF, the City of Edina, Hennepin County, State of Minnesota,
by its City Council, has caused this Bond to be executed by the 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
City Manager
Page 11
Mayor
Minutes/Edina Citv Council/Aunust 15,2000
I CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BY 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 the 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
by the entireties Act
(State)
JT TEN - as joint tenants
wifh right of survivorship
and not as tenants in
common
Additional abbreviations may also be used.
Page 12
Minutes/Edina CiW Council/August 15,2000
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
, the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints - attorney to transfer the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
I
Dated
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE:
NOTICE The signature to this assignment
must correspond with the name as it appears
upon the face of the within Bond in every
without alteration or any change whatsoever.
particular,
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 Delivery.
3.01. Maturities, Interest Rates, Denominations, Pavment. The City shall forthwith
issue and deliver the Bonds, which shall be denominated "General Obligation Tax Increment
Bonds, Series 2000A". The Bonds shall be in the aggregate principal amount of $2,620,000 and
shall be issuable in the denomination of $5,000 each or any integral multiple thereof, shall mature
on February1 in the years and amounts set forth below,-and Bonds making in such years and
amounts shall bear interest computed on the basis of the number of days elapsed in a 360-day year
consisting of twelve 30-days months from date of original issue until paid or duly called for
redemption at the rates per annum shown opposite such years and amounts as follows:
year Amount Year Amount
2002 $210,000 4.30% 2007 $265,000 4.55%
2003 220,000 4.35% 2008 280,000 4.60%
Page 13
Minutes/Edina City Council/August 15,2000
2004 230,000 4.40% 2009 290,000 4.65%
2005 240,000 4.45% 2010 305,000 4.70%
2006 255,000 4.50% 2011 325,000 4.80%
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued by
the Registrar described herein.
3.02. Dates; Interest Papent Dates. Each Bond shall bear a date of original issue of
September 1,2000, and shall be dated as of the date of authentication. Interest on the Bonds shall
be payable on February 1 and August 1 in each year, commencing February 1,2001, to the owner of
record thereof as of the close of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day.
3.03. Registration. - The City shall appoint, and shall maintain, a bond registrar,
transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and
duties of the City and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust office a bond
register in which the Registrar shall provide for the registration of ownership of Bonds and
the registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar shall
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each interest payment date and until such
interest payment date.
(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 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 canceled 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 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. U (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
Page 14
Minutes/Edina City Council/Aumst 15,2000
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, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond
lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond lost, stolen or destroyed, upon
filing with the Registrar of evidence satisfactory to it that such Bond was lost, stolen or
destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the City and the Registrar shall be named as obligees. All Bonds so surrendered to
the Registrar shall be canceled 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
upon the appointment of a successor Registrar, in which event the predecessor Registrar shall
deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond
register to the successor Registrar.
3.05. Redemption. Bonds maturing in the years 2002 through 2006 shall not be
subject to redemption prior to maturity, but Bonds maturing in the years 2007 through 2011 shall
each be subject to redemption and prepayment, at the option of the City, 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 1,2006 and on any date thereafter at a price
equal to the principal amount thereof to be redeemed plus interest accrued to the date of
redemption. At least thirty days prior to the date set for redemption of any Bond, the City Clerk
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
Page 15
Minutes/Edina Citv CounciI/August 15,2000
Registrar. Official notice of redemption having been given as aforesaid, the Bonds or portions
thereof so to be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified and from and after such date (unless the City shall default in
the payment of the redemption price) such Bonds or portions thereof shall cease to bear interest. I
In addition to the notice prescribed by the preceding paragraph, the City shall also
give, or cause to be given, notice of the redemption of any Bond or Bonds or portions thereof at
least 35 days before the redemption date by certified mail or telecopy to the Purchaser and all
registered securities depositories then in the business of holding substantial amounts of
obligations of the character of the Bonds (such depositories now being The Depository Trust
Company, of Garden City, New York; and Philadelphia Depository Trust Company, of
Philadelphia, Pennsylvania) and one or more national information services that disseminate
information regarding municipal bond redemptions; provided that any defect in or any failure to
give any notice of redemption prescribed by this paragraph shall not affect the validity of the
proceedings for the redemption of any Bond or portion thereof.
Bonds in a denomination larger than $5,000 may be redeemed in part in any integral
multiple of $5,000. The owner of any Bond redeemed in part shall receive, upon surrender of such
Bond to the Registrar, one or more new Bonds of such same series in authorized denominations
equal in principal amount to the unredeemed portion of the Bond so surrendered.
3.06. Preparation and Delivery. The Bonds shall be prepared under the direction of
the City Finance Director and shall be executed on behalf of the City by the signatures of the
Mayor and the City Manager. In case any officer whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of any Bond, such signature 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 Finance Director 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.
I
3.07. Securities Depository. (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.
Page 16
Minutes/Edina City Council/Auwst 15,2000
”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
with respect to the procedures of DTC presently on file with DTC.
I
(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
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.
I
(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 (e) 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.
(d) 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
I
Page 17
Minutes/Edina City Council/August 15,2000
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.
Section 4. Use of Proceeds and Securitv Provisions.
Section 4.01. Use of Proceeds and Construction Fund. There is hereby established
on the official books and records of the City a Series 2000A General Obligation Tax Increment
Bond Construction Fund (the "Construction Fund"). To the Construction Fund there shall be
credited all proceeds of the Bonds. From the Construction Fund there shall be paid by the City or
HRA all costs and expenses of the Project and the issuance of the Bonds. After payment of all
costs of the Project, the Construction Fund shall be discontinued and any Bond proceeds and other
funds remaining therein shall be transferred to the Sinking Fund created pursuant to Section 4.02
hereof.
Section 4.02. General Obligation - Tax Increment Bond Sinking - Fund. The Bonds
shall be payable from a separate Series 2000A General Obligation Tax Increment Bond Sinking
Fund (the "Sinking Fund") which shall be created and maintained on the books of the City as a
separate debt redemption fund until the Bonds, and all interest thereon, are fully paid. There
shall be credited to the Sinking Fund the following:
(a) Any amount deposited therein pursuant to Section 4.01 hereof.
I (b) Tax increments described in Section 4.03 to be received from the HRA.
(c) All taxes levied and all other money which may at any time be received for or
appropriated to the payment of the principal of or interest on the Bonds, including all collections
of any ad valorem taxes levied for the payment of the Bonds.
(d) Any other funds appropriated by the Council for the payment of the Bonds.
There axe hereby established two accounts in the Sinking 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
fransferred 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. Tax Increment Financing District. Pursuant to Minnesota Statutes, Section
469.178, subdivision 2, the City has entered into a pledge agreement with the HRA whereby the
HRA will pay to the City tax increments from the Grandview Area Tax Increment Financing
District (Hennepin County No. 1202) (the "District") of the HRA in an amount sufficient, with
other funds appropriated by the City to the Sinking Fund, to pay the principal of and interest on
the Bonds when due. Such tax increments shall be deposited in the Sinking Fund. Nothing
Page 18
Minutes/Edina City Council/Aumst - 15,2000
herein shall preclude the City or the HRA from hereafter making further pledges and
appropriations of the tax increments from the District for the payment of other obligations of the
City or HRA or to pay costs eligible to be paid from the tax increments from the District.
4.04. Full Faith and Credit Pledged. The full faith and credit and taxing power of
the City shall be and are hereby irrevocably pledged for the prompt and full payment of the
principal of and interest on the Bonds. It is estimated that the tax increment from the District to
be paid by the HRA to the City and other funds herein pledged for the payment of the Bonds will
be collected in amounts not less than five percent in excess of the amounts needed to meet when
due the principal of and interest on the Bonds as required by Minnesota Statutes, Section 475.61.
Consequently, no ad valorem taxes are now levied to pay the Bonds or the interest to come due
thereon, pursuant to Minnesota Statutes, Section 469.178, subdivision 2.
I
Section 5. Defeasance. When all of the Bonds have been discharged as provided in
this section, all pledges, covenants and other rights granted by this resolution to the holders of the
Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are
due on any date by depositing with the paying agent on or before that date a sum sufficient for the
payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the paying agent a sum sufficient for the payment thereof in full
with interest accrued to the date of such deposit. The City may also discharge its obligations with
respect to any prepayable Bond called for redemption on any date when it is prepayable according
to their terms, by depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; provided that notice of the redemption thereof has been duly given as
provided in Section 3.05. The City may also at any time discharge its obligations with respect to
any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such
action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for
this purpose, cash or securities which are general obligations of the United States or securities of
United States agencies which are authorized by law to be so deposited, bearing interest payable at
such time 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. Registration, Certification of Proceedings, Investments of Moneys,
Arbitrage - and Official Statement.
6.01. Registration. - The City Clerk is hereby authorized and directed to file a
certified copy of this resolution with the County Auditor of Hennepin County, together with such
other information as he shall require, and to obtain from the County Auditor a certificate that the
Bonds have been entered on upon the Auditor’s 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, 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.
Page 19
Minutes/Edina Citv Council/August 15,2000
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
Project to be financed with the Bonds will be owned and maintained by the HRA, the City, or
another governmental entity and available for use by members of the general public on a
substantially equal basis. The City shall not enter into any lease, use or other agreement with any
non-governmental person relating to the use of the Project or security for the payment of the
Bonds which might cause the Bonds to be considered "private activity bonds" or "private loan
bonds" within the meaning of Section 141 of the Code.
I
6.04. Arbitrage Rebate. For purposes of complying with the requirements of
Section 148(f)(4)(C) of the Code relating to the exemption of certain small governmental units
from the rebate requirements of the Code, the City represents that:
(i) the City is a governmental unit with general taxing powers;
(ii) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code ("Private Activity Bonds");
I (is) ninety-five percent of the net proceeds of the Bonds are to be used for the
local governmental purposes of the City; and
the aggregate face amount of all tax-exempt bonds (other than Private
Activity Bonds) issued by the City in calendar year in which the Bonds are to
be issued is not reasonably expected to exceed $5,000,000.
(iv)
Therefore, pursuant to the provisions of Section 148(f)(4)(B) of the Code, the City shall not be
required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section
1480 of the Code.
6.05. Arbitrage Certification. The Mayor and City Manager, being the officers of
the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the
provisions of Section 148 of the Code, and Section 1.148-2(b)(2) of the Regulations, stating the facts
and estimates in existence on the date of issue and delivery of the Bonds which make it reasonable
to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds
to be arbitrage bonds within the meaning of said Code and Regulations.
.
6.06. Interest Disallowance. The City hereby designates the Bonds as "qualified
tax-exempt obligations" for purpose of Section 265(b) of the Code relating to the disallowance of
interest expenses for financial institutions. The City represents that in calendar year 2000 it does
not reasonably expect to issue tax-exempt obligations which are not private activity bonds (not
treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for
purposes of this representation) in an amount in excess of $10,000,000.
Page 20
Minutes/Edina Citv Council/August 15,2000
6.07. Official Statement. The Official Statement relating to the Bonds, dated
August 3,2000 (the "Official Statement"), prepared and distributed on behalf of the City by Ehlers
& Associates, Inc., is hereby approved. Ehlers & Associates, Inc., is hereby authorized of behalf of
the City to prepare and distribute to the Purchaser a supplement to the Official Statement listing
the offering price, the interest rates, other information relating to the Bonds required to be
included in the Official Statement by Rule 15c2-12 adopted by the Secbrities 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 15c2-12 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 (as
hereinafter defined). 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 8 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 " means when used with reference to
Bonds means all Bonds which have been issued and authenticated by the Registrar except (i)
Bonds which have been paid in full (ii) Bonds which have been cancelled by the Registrar or
surrendered to the Registrar for cancellation and (iii) Bonds which have been discharged as I provided in Section 5 hereof.
Page 21
Minutes/Edina City Council/Aumst 15,2000
(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 31,2000 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, 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
fiscal officer of the City, to the best of his or her knowledge, which certification may
be based on the reliability of information obtained from governmental or other
third party sources:
Most recent population estimate; City Property Values; City Indebtedness; City Tax
Rates; Levies and Collections; and Cumen€ 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.
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
Page 22
Minutes/Edina City Council/Aumst 15,2000
in paragraph (2) of this subsection (b)), 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 (1) 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.
I
(2) In a timely manner, notice of the occurrence of any of the following events
which is a Material Fact (as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities;
(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 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.
(3) 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 (1) of this subsection (b) 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 paragraph (2) of subsection (d);
(C) the termination of the obligations of the City under this Section 7
pursuant to subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared; and
(E) any change in the fiscal year of the City.
Page 23
Minutes/Edina Citv Council/August - 15,2000
I (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
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.
I
(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 (3) of subsection (b)) or the consent of the Owners of any Bonds, by a
resolution of this Council filed in the office of the recording officer 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 I 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
Page 24
Minutes/Edina City Council/Aumst 15,2000
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
Section 8. Severability. If any section, paragraph or provision of this resolution
shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of
such section, paragraph or provision shall not affect any of the remaining provisions of this
resolution.
reference only and are not a part hereof, and shall not limit or define the meaning of any provision
hereof.
Section 9. Headings. Headings in this resolution are included for convenience of
Dated August 15,2000.
The motion for the adoption of the foregoing resolution was duly seconded by Council
Member Johnson, and upon rollcall vote being taken thereon, the following voted in favor thereof
Faust. Hovland, Johnson, Maetzold; and the following voted against the same: All voted aye,
whereupon said resolution was declared duly passed and adopted, and was approved and signed by
the Mayor, whose signature was attested by the City Clerk.
Resolution adopted.
Member Johnson introduced the following resolution and moved its adoption:
RESOLUTION 2000-83
RESOLUTION RELATING TO $3,565,000 TAXABLE GENERAL OBLIGATION TAX
INCREMENT BONDS, SERIES 2000B; AUTHORIZING THE ISSUANCE, AWARDING THE
SALE, FIXING THE FORM AND DETAILS, AND PROVIDING FOR THE EXECUTION AND
DELIVERY THEREOF AND THE SECURITY THEREFOR
I
BE IT RESOLVED by the City Council (the ”Council”) of the City of Edina,
Minnesota (the ”City”), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. This Council hereby determines that it is necessary and in the
best interests of the City to issue and sell its Taxable General Obligation Tax Increment Bonds,
Series 2000B (the ”Bonds”), in the principal amount of $3,565,000 pursuant to Minnesota Statutes,
Chapter 475 and Section 469.178, subdivision 5(a). Proceeds of the Bonds will be used to refund
the City’s General Obligation Temporary Tax Increment Bonds, Series 1997B (the ”Temporary
Bonds”), and to finance certain removal and remedial actions with respect to hazardous substances
and pollutants or contaminants or petroleum releases incurred by the City or the Edina Housing
and Redevelopment Authority (the ”HRA”) in connection with the redevelopment project being
undertaken by the HRA pursuant to the Grandview Area Redevelopment Plan of the HRA.
1.02. Sale of Bonds. Interest on the Bonds will not be excludable from gross income
for purposes of federal income taxation. Pursuant to Minnesota Statutes, Section 475.60,
subdivision 2, paragraph (6), the requirements as to public sale do not apply to the issuance of the
Bonds. Proposals have been received for the sale of the Bonds, and the Council has publicly
considered all proposals presented in conformity with the terms and conditions distributed by the
City to potential purchasers of the Bonds. The most favorable of such proposals is ascertained to
Page 25
Minutes/Edina Citv Council/Aumst - 15,2000
be that of U.S. Bancorp Piper Jaffray, of Minneapolis, Minnesota, (the "Purchaser"), to purchase
the Bonds at a price of $3,529,528.25 plus accrued interest on aII Bonds to the day of delivery and
payment, on the further terms and conditions hereinafter set forth.
1.03 Award of Bonds. The sale of the Bonds is hereby awarded to the Purchaser and
the Mayor and City Manager are hereby authorized and directed on behalf of the City to execute a
contract for the sale of the Bonds in accordance with the terms of the bid. The good faith deposit
of the Purchaser shall be retained and deposited by the City untiI the Bonds have been delivered
and shall be deducted from the purchase price paid at settlement. The good faith checks of other
persons who submitted proposals to purchase the Bonds shall be returned to them forthwith.
t .*I
1.04. Issuance of Bonds. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, existing, having
happened and having been performed, it is now necessary for the Council to establish the form
and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
Section 2. Form of Bonds. The Bonds shall be prepared in substantiaIIy the
following form:
Page 26
Minutes/Edina City Council/Aumst 15,2000
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
TAXABLE GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 2000B
Date of
Maturity Original - Issue CUSIP
February 1,2003 September 1,2000
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 above
named, the principal amount indicated above, on the maturity date specified above, with interest
thereon from the date hereof at the annual rate specified above computed on the basis of the
number of days elapsed in a 360-day year consisting of twelve 30-day months, payable on
February 1 and August 1 in each year, commencing February 1,2001, 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 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.
I
This Bond is one of an issue in the aggregate principal amount of $3,565,000 (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 August 15,2000
(the "Resolution") to provide funds to refund outstanding bonds of the City and to finance certain
costs of the redevelopment project being undertaken by the Edina Housing and Redevelopment
Authority (the "HRA") pursuant to the Grandview Area Redevelopment Plan of the HRA, 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 469.178 and Chapter
475. The Bonds are payable primarily from tax increments to be derived from a tax increment
financing district established by the HRA (the "District") to be paid by the HRA to the City and
which have been pledged to the payment of the Bonds by the Resolution. In addition, for the full
and prompt payment of the principal and interest on the Bonds as the same become due, the full
faith, credit and taxing power of the City have not been and are irrevocably pledged. The Bonds
I
Page 27
Minutes/Edina Citv Council/August 15,2000
are issuable only as fully registered bonds, in denominations of $5,000 or any integral multiple
thereof, of single maturities.
The Bonds having are each subject to redemption and prepayment, at the option of
the City and in whole or in part and if in part, by lot, assigned in proportion to their principal
amount, on February 1,2002 and on any date thereafter, at a price equal to the principal amount
thereof to be redeemed plus interest accrued to the date of redemption. At least thirty days prior
to the date set for redemption of any Bond, notice of the call for redemption will be mailed to the
Bond Registrar and to the registered owner of each Bond to be redeemed at his address appearing
in the Bond Register, but no defect in or failure to give such mailed notice of redemption shall
affect the validity of proceedings for the redemption of any Bond, not affected by such defect or
failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds so to be redeemed shall, on the redemption date, become due and payable at the
redemption price 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 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 it a valid and binding general obligation of the City according to its terms have been done,
do exist, have happened and have been performed as so required; that prior to the issuance hereof
the City has pledged and appropriated to a sinking fund established for the payment of the Bonds
tax increments to be derived by the City from the District; that to the extent principal of and
interest on this Bond cannot be paid from tax increments or other funds appropriated for that
purpose, the Bonds shall be paid from proceeds of general obligation bonds of the City offered for
sale in advance of the maturity date of the Bonds; but the City has pledged its full faith and credit
and taxing powers for the payment of the principal of and interest on this Bond when due and, if
necessary for the payment of principal and interest on the Bonds, ad valorem taxes are required to
be levied upon all taxable property in the City, which levy is not limited as to rate or amount; and
that the issuance of this Bond does not cause the indebtedness of the City to exceed any
constitutional or statutory limitation. I
Page 28
Minutes/Edina Citv Council/Auwst 15,2000
This Bond shall not be valid or become obligatory for any purpose or be entitled to
8 any security or benefit under the Resolution until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar by manual signature of the Bond Registrar, or in the
event the City Finance Director is no longer acting as Bond Registrar, by one of the authorized
representatives of the Bond Registrar.
I
IN WITNESS WHEREOF, the City of Edina, Hennepin County, State of Minnesota,
by its City Council, has caused this Bond to be executed by the 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
City Manager
Page 29
Mayor
Minutes/Edina Citv Council/Auwst 15,2000
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BY 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 the 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
by the entireties Act ...................................................
(State)
JT TEN - as joint tenants
with right of survivorship
and not as tenants in
common
Additional abbreviations may also be used.
Page 30
Minutes/Edina CiW Council/Auwst - 15,2000
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
, the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints attorney to transfer the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
I
Dated
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
NOTICE The signature to this
assignment must correspond with the name as it
appears upon the face of the within Bond in
every particular, without alteration or any rn change whatsoever.
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
Medallion 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, Payment. The City shall forthwith
issue and deliver the Bonds, which shall be denominated ”Taxable General Obligation Tax
Increment Bonds, Series 2000B”. The Bonds shall be in the aggregate principal amount of
$3,565,000 and shall be issuable in the denomination of $5,000 each or any integral multiple
thereof, shall mature on February 1,2003, and the Bonds shall bear interest computed on the basis
of the number of days elapsed in a 360-day year consisting of twelve 30-days months from date of
original issue until paid or duly called for redemption at the rate of 6.45% per annum. The Bonds
shall be issuable only in fully registered form. The interest thereon and, upon surrender of each
Bond, the principal amount thereof, shall be payable by check or draft issued by the Registrar
described herein.
3.02. Dates; Interest Payment Dates. Each Bond shall bear a date of original issue of
September 1,2000, and shall be dated as of the date of authentication. Interest on the Bonds shall
be payable on February 1 and August 1 in each year, commencing February 1,2001, to the owner of
Page 31
h&nutes/Edina Citv Council/August 15,2000
record thereof as of the close of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day. I 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 corporate trust office a bond
register in which the Registrar shall provide for the registration of ownership of Bonds and
the registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by
the registered owner thereof or accompanied by a written instnunent 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 and maturity, as requested by the registered owner or the
owner's attorney duly authorized in writing. I
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled 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 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.
(8) 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. I
Page 32
Minutes/Edina City Council/Aumst 15,2000
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond
lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond lost, stolen or destroyed, upon
filing with the Registrar of evidence satisfactory to it that such Bond was lost, stolen or
destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the City and the Registrar shall be named as obligees. All Bonds so surrendered to
the Registrar shall be canceled 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
upon the appointment of a successor Registrar, in which event the predecessor Registrar shall
deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond
register to the successor Registrar. I
3.05. Redemption. The Bonds shall each be subject to redemption and prepayment,
at the option of the City, in whole or in part, and if in part, in $5,000 principal amounts selected by
the Registrar by lot, on February 1,2002 and on any date thereafter at a price equal to the principal
amount thereof to be redeemed plus interest accrued to the date of redemption. At least thirty
days prior to the date set for redemption of any Bond, the City Clerk 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 default in the payment of the redemption price)
such Bonds or portions thereof shall cease to bear interest.
In addition to the notice prescribed by the preceding paragraph, the City shall also
give, or cause to be given, notice of the redemption of any Bond or Bonds or portions thereof at
least 35 days before the redemption date by certified mail or telecopy to the Purchaser and all
registered securities depositories then in the business of holding substantial amounts of
obligations of the character of the Bonds (such depositories now being The Depository Trust
Company, of Garden City, New York; and Philadelphia Depository Trust Company, of
Philadelphia, Pennsylvania) and one or more national information services that disseminate
information regarding municipal bond redemptions; provided that any defect in or any failure to
Page 33
Minutes/Edina CiW Cound/August 15,2000
give any notice of redemption prescribed by this paragraph shall not affect the validity of the
proceedings for the redemption of any Bond or portion thereof. I Bondstn 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, upon surrender of such
Bond to the Registrar, one or more new Bonds of such same series in authorized denominations
equal in principal amount to the unredeemed portion of the Bond so surrendered.
3.06. Preparation and Delivery. The Bonds shall be prepared under the direction of
the City Finance Director and shall be executed on behalf of the City by the signatures of the
Mayor and the City Manager. In case any officer whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of any Bond, such signature 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 Finance Director 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. I 3.07. Securities Deuositorv. (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
with respect to the procedures of DTC presently 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
Page 34
Minutes/Edina Citv Council/Aumst 15,2000
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
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.
I
(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 (e) 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.
I
(d) 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.
Section 4. Use of Proceeds and Security Provisions.
Section 4.01. Use of Proceeds and Construction Fund. Proceeds of the Bonds shall
be applied on the date of issuance of the Bonds to pay the Temporary Bonds. There is hereby
established on the official books and records of the City a Series 2000B Taxable General
Obligation Tax Increment Bond Constiruction Fund (the "Construction Fund"). To the
Construction Fund there shall be credited all proceeds of the Bonds remaining after payment of
the Temporary Bonds. From the Construction Fund there shall be paid by the City or HRA all
costs and expenses of the Project to be paid from proceeds of the Bonds and the issuance of the
I
Page 35
Minutes/Edina City CounciI/August - 15,2000
Bonds. After payment of all costs of the Project, the Construction Fund shall be discontinued and
any Bond proceeds and other funds remaining therein shall be transferred to the Sinking Fund
created pursuant to Section 4.02 hereof.
Section 4.02. General Oblination Tax Increment Bond Sinkinn Fund. The Bonds
shall be payable from a separate Series 2000B Taxable General Obligation Tax Increment Bond
Sinking Fund (the "Sinking Fund") which shall be created and maintained on the books of the
City as a separate debt redemption fund until the Bonds, and all interest thereon, are fully paid.
There shall be credited to the Sinking Fund the following:
(a) Any amount deposited therein pursuant to Section 4.01 hereof.
(b) Tax increments described in Section 4.03 to be received from the HRA.
(c) To the extent necessary, the proceeds from the sale of definitive general
obligation tax increment bonds, or the proceeds of a series of additional general obligation
temporary tax increment bonds, required to be sold by the City in accordance with Minnesota
Statutes, Section 469.178, subdivision 5, to provide funds for the payment of the principal of the
Bonds at maturity.
(d) All taxes levied and all other money which may at any time be received for or
appropriated to the payment of the principal of or interest on the Bonds, including all collections
of any ad valorem taxes levied for the payment of the Bonds.
(e) Any other funds appropriated by the Council for the payment of the Bonds.
4.03. Tax Increment Financinn District. Pursuant to Minnesota Statutes, Section
469.178, subdivision 2, the City will enter into a pledge agreement with the HRA whereby the
HRA wiII pay to the City certain of the tax increments from the Grandview Area Tax Increment
Financing District (Hennepin County No. 1202) (the "District") of the HRA as specified in such
Pledge Agreement in an amount sufficient, with other funds appropriated by the City to the
Sinking Fund, to pay the principal of and interest on the Bonds when due. Such tax increments
shall be deposited in the Sinking Fund. Nothing herein shall preclude the City or the HRA from
hereafter making further pledges and appropriations of the tax increments from the District for
the payment of other obligations of the City or HRA or to pay costs eligible to be paid from the tax
increments from the District.
4.04. Full Faith and Credit Pledged. The full faith and credit and taxing power of
the City shall be and are hereby irrevocably pledged for the prompt and full payment of the
principal of and interest on the Bonds. It is estimated that the tax increment from the District to
be paid by the HRA to the City and other funds herein pledged for the payment of the Bonds wiII
be collected in amounts not less than five percent in excess of the amounts needed to meet when
due the principal of and interest on the Bonds as required by Minnesota Statutes, Section 475.61.
Consequently, no ad valorem taxes are now levied to pay the Bonds or the interest to come due
thereon, pursuant to Minnesota Statutes, Section 469.178, subdivision 2.
Section 5. Defeasance. When all of the Bonds have been discharged as provided in
this section, all pledges, covenants and other rights eanted by this resolution to the holders of the
Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are
due on any date by depositing with the pzying agent on or before that date a sum sufficient for the
Page 36
Minutes/Edina CiW Council/Au&ust 15,2000
payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the paying agent a sum sufficient for the payment thereof in full
with interest accrued to the date of such deposit. The City may also discharge its obligations with
respect to any prepayable Bond called for redemption on any date when it is prepayable according
to their terms, by depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; provided that notice of the redemption thereof has been duly given as
provided in Section 3.05. The City may also at any time discharge its obligations with respect to
any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such
action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for
this purpose, cash or securities which are general obligations of the United States or securities of
United States agencies which are authorized by law to be so deposited, bearing interest payable at
such time 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.
I
Section 6. Registration, Certification of Proceedings, - Investments of Monevs,
Arbitrage and Official Statement.
6.01. Registration. The City Clerk is hereby authorized and directed to file a
certified copy of this resolution with the County Auditor of Hennepin County, together with such
other information as he shall require, and to obtain from the County Auditor a certificate that the
Bonds have been entered on upon the Auditor’s 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, certified copies of all proceedings and records of
the City, and such other affidavits, certificates and information as may be required to show the
facts relating to the legality and marketability of the Bonds as the same appear from the books and
records under their custody and control or as otherwise known to them, and all such certified
copies, certificates and affidavits, including any heretofore furnished, shall be deemed
representations of the City as to the facts recited therein.
6.03. Official Statement. The Official Statement relating to the Bonds, dated
August 3,2000 (the ”Official Statement”), prepared and distributed on behalf of the City by Ehlers
& Associates, Inc., is hereby approved. Ehlers & Associates, Inc., is hereby authorized of behalf of
the City to prepare and distribute to the Purchaser a supplement to the Official Statement listing
the offering price, the interest rates, other information relating to the Bonds required to be
included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934. 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 15c2-12 promulgated by the Securities and Exchange Commission (the
Page 37
Minutes/Edina Citv Council/Auwst - 15,2000
"SEC") under the Securities Exchange Act of 1934 (17 C.F.R. $j 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 (as
hereinafter defined). 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 8 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 " means when used with reference to
Bonds means all Bonds which have been issued and authenticated by the Registrar except (i)
Bonds which have been paid in full (ii) Bonds which have been cancelled by the Registrar or
surrendered to the Registrar for cancellation and (iii) Bonds which have been discharged as
provided in Section 5 hereof.
(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 31,2000 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, 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
Page 38
Minutes/Edina City Council/Aumst 15,2000
(B) To the extent not included in
paragraph (A) hereof, the information for
the financial statements referred to in
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
fiscal officer of the City, to the best of his or her knowledge, which certification may
be based on the reliability of information obtained from governmental or other
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.
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) of this subsection (b)), 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 (1) 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) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial
(D) Unscheduled draws on credit enhancements reflecting financial
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the security;
(G) Modifications to rights of security holders;
(H) Bond calls;
difficulties;
difficulties;
Page 39
Minutes/Edina Citv CounciI/Aumst - 15,2000
(I) Defeasances;
Release, substitution, or sale of property securing repayment of the securities;
(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 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.
(3) 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 (1) of this subsection (b) 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 paragraph (2) of subsection (d);
I (C) the termination of the obligations of the City under this Section 7
pursuant to subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared; and
(E) any change in the fiscal year of the City.
(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
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. I
(d) Term; Amendments; Interpretation.
Page 40
Minutes/Edina City Council/Aumst 15,2000
(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.
I
(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 (3) of subsection (b)) or the consent of the Owners of any Bonds, by a
resolution of this Council filed in the office of the recording officer 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 I 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.
Section 8. Severabilitv. If any section, paragraph or provision of this resolution
shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of
such section, paragraph or provision shall not affect any of the remaining provisions of this
resolution.
reference only and are not a part hereof, and shall not limit or define the meaning of any provision
hereof.
Section 9. Headings. Headings in this resolution are included for convenience of
Dated: August 15,2000.
The motion for the adoption of the foregoing resolution was duly seconded by Council
Member Faust, and upon rollcall vote being taken thereon, the following voted in favor thereof
Faust, Hovland, Johnson, Maetzold; and the following voted against the same: all voted in favor;
whereupon said resolution was declared duly passed and adopted, and was approved and signed by
the Mayor, whose signature was attested by the City Clerk.
U
Page 41
Minutes/Edina Citv Cound/August 15,2000
Resolution adopted. I RESOLUTION NO. 2000-84 - PRELIMINARY PLAT APPROVED - TANCO, INC., BRENDAN
GLENN (6709 INDIAN HILLS ROAD) Planner Larsen informed the Council the subject property is
a developed single dwelling lot comprising an area of 4.53 acres. There is an existing home in the
northeasterly portion of the property. An application has been submitted to subdivide the property
into six lots served by a cul-de-sac off Indian HilIs Road. The existing home would be removed.
The subdivision ordinance requires that all lots in a new subdivision meet or exceed the median
average lot width, depth and area of all lots within 500 feet of the property proposed for subdivision.
In this case, there are 39 lots in the 500 foot neighborhood. The proposed six lots exceed all ordinance
requirements for lot width, depth and area and are large enough and wide enough to handle the
expected large homes. Highway noise is a major issue in this neighborhood. The developer should
mitigate noise through a combination of fencing, benning and plantings. Staff recommends approval
of the proposed preliminary plat subject to the following:
1. Final Plat approval
2. Subdivision dedication
3. Developer's Agreement including noise mitigation approved by City Engineer
4. Watershed District permits
5. Purchaser of Lots 5 and 6 asked to join homeowner's association that manages/maintains
the pond
The Planning Commission gave unanimous approval for the preliminary plat at their July 26,2000,
meeting.
Resident comment
Fred Richards, 7225 Fleetwood Drive, personal representative for the developer, introduced Don
Nelson, property owner, Jan and Tom Graham, the developers and Paul Cherne, Engineer on the
project. Mi. Richards explained the developer will build a noise mitigation barrier between
MacCauley and Highway 169, similar to what exists in the area at present. The developer's plan
includes berming east of MacCauley Trial on the westerly edge of the property as well as vegetation.
Mr. Richards elaborated that drainage issues have been reworked so drainage now exits the plat to
the west into a piping system and will not discharge into the lake.
Member Johnson made a motion to close the public hearing. Member Faust seconded the motion.
Ayes: Faust, Hovland, Johnson, Maetzold
Motion carried.
Member Johnson introduced the following resolution and moved its adoption:
RESOLUTION NO. 2000-84
RESOLUTION APPROVING
PRELIMINARY PLAT FOR JANCO, INC.,
6709 INDIAN HILLS ROAD
BE IT RESOLVED by the City Council of the City of Edina, Minnesota, that that certain
plat entitled, "BRENDAN GLEN", platted by Janco, Inc., and presented at the regular meeting of
the City Council on August 15, 2000, be and is hereby granted preliminary plat approval
conditioned upon, 1) Final Plat approval, 2) Subdivision Dedication, 3) Developer's Agreement
including noise mitigation approved by City Engineer, 4) Watershed District permits, and 5)
purchasers of Lots 5 and 6 asked to join homeowner's association that manages/maintains the
pond.
I
Page 42
Minutes/Edina Citv Council/Aumst 15,2000
Passed and adopted by the Edina City Council this 15th day of August, 2000.
Member Hovland seconded the motion.
Rollcall:
Ayes: Faust, Hovland, Johnson, Maetzold
Motion carried.
I
ORDINANCE NO. 2000-9 ADOPTED WITH WAIVER OF SECOND READING - AN
ORDINANCE AMENDING SECTION 715 REGARDING PLACEMENT OF RECYCLABLES FOR
COLLECTION Coordinator Wilmot explained the proposed amendment changes the location for the
collection of residential recycling from garage side to street or curb side.
No comments were heard from the audience.
Member Johnson made a motion closing the public hearing. Member Hovland seconded the
motion.
Ayes: Faust, Hovland, Johnson, Maetzold
Motion carried.
Following a brief Council discussion, Member Johnson introduced the following ordinance
amendment and moved its adoption with waiver of second reading:
ORDINANCE NO. 2000-9
AN ORDINANCE AMENDING SECTION 715-03
BY PROVIDING FOR CURBSIDE COLLECTION OF RECYCLABLES
Section 1.
Subd. 2 of Subsection 715.03 is hereby replaced with the following:
"Subd. 2 Containers for Recyclables. Containers for storage of recyclables shall be
kept in the same location as is designated by Section 705 of this Code for refuse
containers. Residents of those dwellings described at (i) and (ii) of the definition of
Premises in Subsection 715.02, residents of townhouses as defined in Section 850 of
this Code, and residents of dwelling units in buildings with eight units or less (in this
Code called "Multi-unit buildings"), not earlier than 12 hours prior to the day
scheduled for collection of their recyclables, shall place the container holding the
recyclables next to the street or at the curb adjoining the dwelling property or multi-
unit property or at the alley if the dwelling or multi-unit building has refuse collection
service at the alley. After the scheduled collection, the containers and any recyclables
or material not collected shall be returned by the resident of such dwelling to the same
location designated for storage by this Subsection."
Section 2 Effective date, January 1,2001.
This ordinance shall be in full force and effect after its date of adoption and publication
according to the law.
Attest:
Member Hovland seconded the motion.
City Clerk Mayor
Rollcall:
Page 43
Mlnutes/Edina Citv Council/Aumst 15,2000
Ayes: Faust, Hovland, Johnson, Maetzold I Ordinance adopted.
TRAFFIC SAFETY STAFF REPORT OF AUGUST 1,2000, APPROVED Motion made by Member
Johnson and seconded by Member Faust approving the Traffic Safety Staff Review of August 15,
2000, Section A, as recommended by staff as follows:
1. Installation of temporary "DO NOT BLOCK INTERSECTION" sign to be placed on
West 50th Street at Halifax Avenue for eastbound traffic during the constnrction period,
and
SectionB andC.
Motion carried on rollcall vote - four ayes.
PUBLIC HEARING HELD ON FOUNTAIN WOODS CONDOMINIUM'S NOISE VIOLATION
Sanitarian Velde informed the Cound that Fountain Woods Condominiums residents are requesting
either a clarification of the noise ordinance or an amendment to the noise ordinance exempting air
conditioning equipment from compliance with the night time noise standard.
Mr. Velde explained that Fountain Woods Condominiums I and 11 consists of four buildings. During
the summer of 1997, the chiller for the 6670 Vernon Avenue building (near Walnut Drive) was found
to be in violation of the nighttime noise standard. The equipment violated the 50 dBA sound level
limit established by Mhnesota Rules and Edina City Ordinance. Modifications were made to the
structure surrounding the chiller and subsequent measurements have found that the equipment is
meeting the standard when properly maintained.
Avenue:
0
0
0
0
0
0
I In May 1998, staff investigated a complaint about air conditioning noise at 6710 and 6730 Vernon
Noise measurements were found that exceeded state nighttime noise standard
Enclosure replaced for 6710 Vernon Avenue
Enclosure and equipment modified for 6730 Vernon Avenue
Noise reduced from 57-59 dBA to 53-54 dBA
Still a violation of state nighttime noise standard
Exceeds 50 dBA fifty percent of the time in a one hour period between 1O:OO P.M. and 700
A.M.
Fountajn Woods is requesting the term "Noises necessary for the protection or preservation of
property or of the health, safety, life or limb of a human being." (Code Section 1040.02A) be clarified
to include air conditioning noise and add a new paragraph D. to Code Section 1040.02 exempting air
conditioning equipment from the nighttime noise standard.
Staff is recommending relocation of the equipment increasing the distance from air conditioning
equipment to adjacent property lines.
Mr. Velde outlined three possibilities for the Council to consider;
1. Confirm staff's interpretation of the City Code and require that Fountain Woods comply
with noise standards;
2. Exempt air-conditioning equipment from the nighttime noise standard (City wide); or
3. Grant a variance to Fountain Woods from compliance with the nighttime noise standard.
Correspondence received regarding this matter are as follows: Brian Timerson, Noise Program
Coordinator - Air Quality Division, Minnesota Pollution Control Agency; Peter Rocheford, Manager
Page 44
Minutes/Edina City Council/August 15,2000
for Fountain Woods II Condominium Association; John Rocheford, President, Rockford, Inc.,
Managing Agent for Associations; Pamela Albinson, 6115 Lincoln Drive; Don and Sandy Flamm,
6115 Lincoln Drive #355; Gloria Belschner, 6115 Lincoln Drive #245; Walter and Valentina Grabner,
6115 Lincoln Drive #147; and Michelle Nordtorp-Madson and Lennart Nordtorp Nielsen, 6009
Walnut Drive.
I
Member Hovland inquired what the age is of the equipment that doesn't comply with noise
standards. Mr. Rocheford responded it is from 1984 and not original to the building. Member
Hovland asked if equipment replacement costs were acquired as well as suggestions for relocation of
the existing equipment.
Resident comments
John Rocheford, President of Rockford, Inc., Managing Agents for Associations, stated that they, 1)
have worked on the noise problem since 1992; 2) have worked with at least 4 acoustical firms to
correct the noise; 3) have spent $4,000 on pads to cut noise; and 4) have installed lattice work and
cones and improved fans at a cost of $3,600. Mr. Rocheford presented information about decibel
levels at nighttime hours and stated they have been working for eight years to correct the problem.
He said it is important to note that the equipment does meet the daytime and nighttime standards on
the east side (Walnut Drive). The problem is meeting nighttime standards facing Edina West. With
help from Mr. Velde, the Pollution Control Agency brought their sophisticated equipment over and
installed it between Fountain Woods and Edina West. The equipment was on for 24 hours and gave
read-outs every hour. He stated the times that are of special concern are from 1O:OO P.M., to 700 A.M.
Mr. Rocheford presented readings from 9:00 P.M. through the night until 5:OO A.M. where it hit the
peak at 59 dBA. The area has a lot of freeway noise from Highway 169 and 62 Crosstown. Mr.
Rocheford said Carrier Corporation could not even guarantee that new equipment would be quieter.
It has been suggested to move the equipment; 1) away from the property line at a cost of $50,000 -
$60,000 per chiller and does not include installing the slab it sits on nor does it include moving the
walls for the sound; or 2) the unit could be moved to the roof where there would be structural issues
and cost a great deal more. He believes that air conditioners should be exempt in the ordinance.
I
Member Johnson observed that traffic is greater between 9:00 and 1O:OO A.M. than at 3:OO and 4:OO
A.M. Mr. Rocheford reminded that there is a noise problem at that location even before the air
conditioners are turned on and everyone's tolerance of noise is different.
Mr. Velde explained how decibel levels are measured and concluded that distance helps as well as
the newer panels. He told that in order to make the panels quieter, the lower portion is closed off
inhibiting air circulation on the equipment. With the closure, the equipment has a tendency to over-
heat.
Resident comments
Dan Mulvehill, 5940 Walnut Drive, stated his family is tremendously disturbed by the noise and they
cannot be outside.
Walter Mathison, 6710 Vernon Avenue, lives 45 feet from the "green monster" and the noise does not
bother them.
Pam Albinson, 6115 Lincoln Drive, thanked City staff for their work on this problem. She purchased
her second floor unit when air conditioners were not on. Her screened in balcony is an extension of
her home and she must keep her windows shut when the air conditioning is on. Her unit is on the
back of the building so she is not bothered by freeway noise.
I
Page 45
Minutes/Edina City Council/Auwst - 15,2000
I Marti Nelson, 6012 Walnut Drive, visited her neighbor, Dan Mulvehill at 845 P.M. From the
Mulvehill screen porch there is a dull roar. She pointed out, 1) the air conditioning and its effect on
noise in the Council Chambers, 2) technology has changed a great deal since 1984 as far as
engineering of quieter equipment, and 3) there are other manufacturer's of air conditioning
equipment other than Carrier.
Raoul Heifetz, 6115 Lincoln Drive, explained they have a northeast corner unit and he has the noise
from both units. He is installing a new air conditioning unit at his business and today units are
smaller, more efficient and quieter. Mr. Heifetz said he is unable to hear the television when his patio
doors are open and that is beyond reasonable. He added he purchased his at Fountain Woods unit in
the off season.
Leonard Spira, 6115 Lincoln Drive, said Fountain Wood should try harder. He voiced concern with
the word 'exemption'. If Fountain Woods is exempt what recourse would the residents have if the
noise escalates.
Gloria Belschner, 6115 Lincoln Drive, said she is a long fime resident of Edina because the City is
maintained at a high level. Because she has hearing loss, the noise is less ominous to her but does not
blame her neighbors for wanting a resolution.
John Menke, 5301 Pinewood Trail, urged the Council not to exempt air conditioners from the noise
ordinance.
Trish Montgomery, 6004 Walnut Drive, wants to be an honest seller when she sells her home and not
have to sell during off-times for air conditioning.
Agnes Widga, 6730 Vernon Avenue #212, believes the parking lot is noisier than the air conditioner.
Paul Peters, 6670 Vernon Avenue South, said there are porches on the Walnut Drive side. No matter
where you live when it is hot you must close windows and turn on the air conditioner. He believes
everyflung is being done that can be done by the management.
Dick McGinley, 6730 Vernon Avenue South, voiced concern with 1) noise from Highway 62, 2)
Highway 169, and, 3) Northwest Airlines. He stated there is less noise from the "green monster'' than
from the other three.
Kelsey Smith, 4801 West 44th Street, told that he owns property at Fountain Wood. He reminded the
Council that the Ordinance was enacted in 1970 when sound wasn't a big thing. He implored
everyone to look at the issue in a reasonable manner.
John Rocheford reiterated that Fountain Woods does meet the daytime and nighttime standards on
Walnut. They also meet the daytime standards facing Edina West and are close on the nighttime
standards.
Mike Shambh, 6670 Vernon Avenue South, indicated concern with the health of the 400 residents.
He explained a Substantial portion of them are elderly and some are disabled. Shutting off the air
conditioning would be injurious to their health.
Dan Mulvehill, 5940 Walnut Drive, asked that more of an effort be done to deaden the noise.
Page 46
Minutes/Edina City Council/Aumst - 15,2000
Member Faust made a motion to close the hearing. Member Johnson seconded the motion.
Ayes: Faust, Hovland, Johnson, Maetzold I Motion carried.
Council comments
Member Faust explained her mother lives at Edina West and is not affected by the noise. She visited
the area and the noise was terrible. Member Faust elaborated that the plywood structure is an eyesore
and asked about the health of the people who live above the equipment. The amount of money spent
to mitigate noise by moving/replacing equipment would be recaptured with the appreciation of the
property values. She suggested that more research be done on air conditioning units that meet state
standards.
Member Hovland reiterated that Fountain Woods I and I1 stated that air conditioning is a noise
necessary for the protection or preservation of property or of the health, safety, life or limb of a
human being. He said it is the business of the condominium association if the air conditioning is
turned off and can't believe they would do that. While he appreciates the attempts by Fountain
Woods to ameliorate the problems, the job has not been done. He said it would be poor public policy
to exempt air conditioning equipment from nighttime noise standards and he would not be in favor
of doing so. Admittedly, this has been a problem for eight years and ambient noise has not created an
eight year old problem. The problem is the equipment does not meet standards and a decision will
need to be made by the association to move it or replace it. Member Hovland said he is not in favor of
either of the requests and he is in favor of leaving the law as written. He further agrees with staff's
recommendation requiring that they move it to a location where standards are met.
Member Johnson concurs but has a reservation with the recommendation that would compel moving
the equipment. If new equipment in the same location with proper noise abatement could be below
the standards, that would be acceptable. He said he agrees the noise is not of the neighbors making
and the situation requires action.
I
Mayor Maetzold concurred with the Council and believes that adjoining property owners have a
right to quiet and Fountain Woods is creating something disturbing that. quiet He agrees that the
ordinance should remain as written.
Member Johnson made a motion encouraging staff to work with the Fountain Woods
Condominium Association to reach an acceptable solution before May 1, 2001, before the air-
conditioning season begins. Member Hovland seconded the motion.
Ayes: Faust, Hovland, Johnson, Maetzold
Motion carried.
"COOPERATIVE AGREEMENT - MINNEHAHA CREEK WATERSHED DISTRICT AND CITY
OF EDINA Motion made by Member Johnson and seconded by Member Faust approving the
Cooperative Agreement between the Minnehaha Creek Watershed District (MCWD) and the City
of Edina for the Pamela Park Water Quality Improvement Project.
Motion carried on rollcall vote - four ayes.
CLAIMS PAID Motion made by Member Johnson approving payment of the following claims as
shown in detail on the Check Register dated August 9, 2000, and consisting of 54 pages: General
Fund $199,643.06; CDBG $25.00; Communications Fund $2,796.29; Working Capital $23,950.17;
Construction Fund $476,878.80; Art Center $8,521.33; Golf Dome Fund $470.70; Aquatic Center
I
Page 47
Minutes/Edina Citv Council/Auwst - 15,2000
Fund $17,708.47; Golf Course Fund $52,942.18; Ice Arena Fund $6,221.20; Edinborough/(fen€ennial
Lakes $18,915.76; Liquor Fund $273,218.44; Utility Fund $16,829.96; Storm Sewer Utility Fund
$23,551.92; Recycling Fund $37,935.20; HRA Fund $1,251.00; Payroll Fund $265,000.00; TOTAL
$1,425,859.48. Member Faust seconded the motion. I
RolIcall:
Ayes: Faust, Hovland, Johnson, Maetzold
Motion carried.
There being no further business on the Council Agenda, Mayor Maetzold adjourned the Council
Meeting at 9:15 P.M.
Page 48