HomeMy WebLinkAbout1993-04-27_SPECIAL MEETINGSAGENDA
EDINA CITY COUNCIL
APRIL 27, 1993
5:00 P.M.
I. ROLLCALL
I. AWARD OF BIDS - GENERAL OBLIGATION TAX INCREMENT REFUNDING
BONDS, SERIES 1993A
II. ADJOURNMENT
SPRINGSTED
_
120 South Sixth Street
Suite 2507
PUBLIC FINANCE ADVISORS
Minneapolis, MN 55402-1800
(612) 333 -9177
Fax: (612) 349 -5230
Home Office
85 East Seventh Place
16655 West Bluemound Road
Suite 100
Suite 290
Saint Paul. MN 55101.2143
Brookfield, WI 53005.5935
(612) 223 -3000
(414) 782 -8222
Fax: (612) 223 -3002
Fax: (414) 7822904
6800 College Boulevard
Suite 600
Overland Park, KS 662111533
(913) 345 -8062
Fax: (913) 345 -1770
_
1800K Street NW
Suite 831
Washington. DC 20006 -2200
(202) 466 -3344
Fax: (202) 223 -1362
$19,655,000*
CITY OF EDINA, MINNESOTA
GENERAL OBLIGATION
TAX INCREMENT REFUNDING BONDS,
SERIES 1993A
AWARD: FBS
INVESTMENT SERVICES, INC.
DAIN BOSWORTH INCORPORATED
MERRILL LYNCH & CO.
NORWEST INVESTMENT SERVICES, INC.
SMITH BARNEY,
HARRIS UPHAM & COMPANY INCORPORATED
EDWARD D. JONES & COMPANY
And Associates
SALE:
April 27, 1993
Moody's Rating: Aa1
Standard & Poor's Rating: AA
Interest
Net Interest True Interest
Bidder
Rates
Price Cost Rate
FBS INVESTMENT SERVICES, INC.
4.25% 1997 $19,458,450.00 $8,475,330.63 5.0282%
DAIN BOSWORTH INCORPORATED
4.40% 1998 -1999
MERRILL LYNCH & CO.
4.60% 2000
NORWEST INVESTMENT SERVICES, INC.
4.75% 2001
SMITH BARNEY, HARRIS UPHAM &
4.90% 2002
COMPANY INCORPORATED
5.00% 2003
EDWARD D. JONES & COMPANY
5.1.0% 2004 -2006
Cronin & Company, Incorporated
Dougherty, Dawkins, Strand &
Bigelow, Incorporated
Miller, Johnson & Kuehn, Inc.
American National Bank Saint Paul
Craig - Hallum, Incorporated
Peterson Financial Corporation
John G. Kinnard & Company Incorporated
Park Investment Corporation
Isaak Bond Investments, Inc.
(Continued)
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
CLAYTON BROWN & ASSOCIATES,
INCORPORATED
KEMPER SECURITIES, INC.
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
LEHMAN BROTHERS
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES, INC.
DEAN WITTER REYNOLDS INCORPORATED
BEAR, STEARNS & CO., INC.
ROBERT W. BAIRD & COMPANY,
INCORPORATED
FIRST CHICAGO CAPITAL MARKETS INC.
John Nuveen and Co. Inc.
Nike Securities
Oppenheimer & Co., Inc.
4.50%
4.70%
4.80%
4.90%
5.00%
5.10%
5.20%
5.25%
4.15%
4.35%
4.55%
4.75%
4.90%
5.00%
5.10%
5.20%
5.30%
1997 -1999
2000
2001
2002
2003
2004
2005
2006
1997
1998
1999
2000
2001
2002
2003 -2004
2005
2006
$19,458,450.00 $8,588,618.75 5.0959%
$19,458,450.00 $8,635,385.63 5.1214%
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Year
Yield
4.25%
1997
4.00%
4.40%
1998
4.20%
4.40%
1999
Par
4.60%
2000
Par
4.75%
2001
Par
4.90%
2002
Par
5.00%
2003
Par
5.10%
2004
Par
5.10%
2005
5.20%
5.10%
2006
5.30%
BBI: 5.67
Average Maturity: 8.60 Years
Subsequent to bid opening, the issue size was reduced to $19,580,000. The adjusted maturities and their final
amounts are as follows: 1999 - $1,635,000, 2000 - $1,610,000; 2001 - $1,680,000; 2002 - $2,415,000; 2004 -
$2,230,000.
- CITY'OF EDINA,- MINNESOTA -
G.O. TAX INCREMENT REFUNDING BONDS, SERIES 1993A
FUTURE VALUE SAVINGS
PRESENT VALUE SAVINGS @ 4.90%
AS % OF P.V. REFUNDING INTEREST
495,857.50
295,449.48
19.70%
Prepared By: SPRINGSTED Incorporated (27—Apr-93)
482,282.92 294,433.68 1,272,574.10
440,836.97 204,433.95 940,720.40
14.66% 21.26%
1986A$B
1989
1990
TOTAL
SOURCES:
TOTAL PRINCIPAL
015,000.00
11,5351000.00
3,130,000.00
19;580,000.00
DISCOUNT ( —)
(49,150.00)
(115,350.00)
(31,300.00)
(195,800.00)
ACCRUED INTEREST
16,998.58
39,588:97
11,348.10
67,935.65
INVESTMENT EARNINGS
0.00
0.00
41,400.00
41,400:00
- -= - -- - -- _ - - -
- 4,882,848.58-
- 11,459,238.97
3,15.1,4-48.10--19,493,535.65--
USES:
OPEN MARKETS
4,834,350.28
11,417,865.82
3,171,228.45
19,423,444.55
EXPENSES
15,232.86
35,677.31
14,181:99
65,092.16
BEGINNING CASH FOR ESCROW
33,265.44
5,695.84
(33,962.34)
41998.94
ACCRUED INTEREST
0.00
0.00
0.00
0.00
EXCESS PROCEEDS TO D.S. FUND
0.00
0.00
0.00
0.00
4,882,848.58
11,459,238.97
3,151,448.10
19,493,535.65
FUTURE VALUE SAVINGS
PRESENT VALUE SAVINGS @ 4.90%
AS % OF P.V. REFUNDING INTEREST
495,857.50
295,449.48
19.70%
Prepared By: SPRINGSTED Incorporated (27—Apr-93)
482,282.92 294,433.68 1,272,574.10
440,836.97 204,433.95 940,720.40
14.66% 21.26%
Edina, Minnesota
Crossover Refundings
Settlement 5/27/93
1986A
3,535
17.99%
1986B
1,390
7.07%
1989
11,535
58.69%
1990
3,195
16.26%
Total
19,655
100.00%
FISCAL ADVISOR
4,856.02
1,909.44
15,845.59
4,388.95
27,000.00
REGISTRAR
0.00
0.00
0.00
0.00
0.00
BOND COUNSEL
1,798.52
707.20
5,868.74
1,625.54
10,000.00
MOODY'S
1,258.97
495.04
4,108.11
1,137.88
7,000.00
S &P
1,510.76
594.05
4,929.74
1,365.45
8,400.00
ESCROW AGENT
175.36
68.95
572.20
158.49
975.00
CPA
719.41
282.88
2,347.49
650.22
4,000.00
O/S PRINTING
529.94
208.38
1,729.22
478.96
2,946.50
BOND PRINTING
0.00
0.00
0.00
0.00
0.00
FORWARD PURCHASI
0.00
0.00
0.00
4,300.00
4,300.00
MISCELLANEOUS
84.65
33.29
276.22
76.50
470.66
10,933.63
4,299.23
35,677.31
14,181.991
65,092.16
CERTIFICATION OF MINUTES RELATING TO
$ GENERAL OBLIGATION TAX INCREMENT
REFUNDING BONDS, SERIES 1993A
Issuer: City of Edina, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A special meeting held Tuesday,
April 27, 1993 at 5:00 o'clock p.m., at the City Hall, Edina, Minnesota.
Members present:
Members absent:
Documents Attached:
Minutes of said meeting (including):
RESOLUTION RELATING TO $ 1 GENERAL OBLIGATION TAX
INCREMENT REFUNDING BONDS, SERIES 199.3A; AWARDING THE SALE,
FIXING THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION
THEREOF AND THE SECURITY THEREFOR
I., the undersigned, being the duly qualified and acting recording
officer of the public corporation issuing the bonds referred to in the title
of this certificate, certify that the documents attached hereto, as described
above, have been carefully compared with the original records of said
corporation in my legal custody, from which they have been transcribed; that
said documents are a correct and complete transcript of the minutes of a
meeting of the governing body of said corporation, and correct and complete
copies of all resolutions and other actions taken and of all documents
approved by the governing body at said meeting, so far as they relate to said
bonds; and that said meeting was duly held by the governing body at the time
and place and was attended throughout by the members indicated above, pursuant
to call and notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer this
day of May, 1993.
Marcella M. Daehn
City Clerk
It was reported that sealed bids for the General
Obligation Tax Increment Refunding Bonds, Series 1993A of the City had been
received at the time and place designated in the Terms of Proposal approved by
resolution of the Council at the meeting held on April 5, 1993, and included
in the Official Statement circulated by the City's financial advisor on behalf
of the City. The bids received were as follows:
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
Membe
resolution and moved its adoption:
then introduced the following.
RESOLUTION RELATING TO $ GENERAL OBLIGATION
TAX INCREMENT REFUNDING BONDS, SERIES 1993A; AWARDING THE
SALE, FIXING THE FORM AND DETAILS, PROVIDING FOR THE
EXECUTION THEREOF AND THE SECURITY THEREFOR
BE IT RESOLVED by.the City Council of the City of Edina, Minnesota
(the - Issuer); as follows:
Section 1. Authorization 'and Sale.
1 :01. " At?th6ri z'ation. The Issuer has-presently outstanding its
General Obligation Tax Increment Bonds, Series 1986A, initially dated as of
August 1, 1986 (the 1986A Bonds), its General obligation Tax Increment Bonds,
Series 1986B, initially dated as of August 1, 1986,(the 1986B Bonds), its
General Obligation Tax Increment Refunding Bonds, Series 1989, initially dated
as of November 1, 1989 (the 1989 Bonds) and its General Obligation Tax
Increment Bonds, Series 1990A, initially dated as of March 1, 1990 (the 1990
Bonds) (the 1986A Bonds, the 1986B Bonds, the 1989 Bonds and the 1990 Bonds
are hereinafter collectively referred to as the Prior Bonds). This Council,
by a resolution adopted on April 5, 1993, authorized the sale of General
Obligation Tax Increment Refunding Bonds, Series 1993A (the Bonds), of the
Issuer, the proceeds of which would be used, together with any additional
funds of the Issuer which might be required,.to refund in advance of maturity
the 1986A Bonds maturing in the years 1996 through 2006 which aggregate
$3,400,000 in principal amount, the 1986B Bonds maturing in the years 1996
through 2003, which aggregate $1,350,000 in principal amount, the 1989 Bonds
maturing in the years 1997 through 2006, which aggregate $10,710,000 in
principal amount and $425,000 of the 1989 Bonds maturing on January 1, 1996
and the 1990 Bonds maturing in the years 2.002 through 2005 which aggregate
$3,080,000 in principal amount (such portion of the Prior Bonds to be refunded
is hereinafter called the Refunded Bonds). Said refunding constitutes a
"crossover refunding" as defined in Minnesota Statutes, Section 475.17, subd.
13.
1.02. Sale of Bonds. The Issuer has retained Springsted
Incorporated, as independent financial advisors in connection with the sale of
the Bonds. Pursuant to Minnesota Statutes, Section 475.60, subdivision 2,
paragraph (9), the requirements as to public sale do not apply to the issuance
of the Bonds. Bids have been received in accordance with the Terms of
Proposal approved by the resolution adopted by this Council on April 5, 1993
authorizing the sale of the Bonds, and the Council has publicly considered all
sealed bids presented in conformity with the Terms of Proposal. The most
favorable of such bids is ascertained to be that of
and associates, of ,
(the Purchaser), to purchase the Bonds at a price of
$ plus accrued interest on all Bonds to the day of delivery and
payment, on the further terms and conditions hereinafter set forth.
1.03 Award of Bonds. The sale of the Bonds is hereby awarded to
the Purchaser and the Mayor and Manager are hereby authorized and directed on
behalf of the Issuer to execute a contract for the sale of the Bonds in
accordance with the terms of the bid. The good faith deposit of the Purchaser
shall be retained and deposited by the.Issuer until the Bonds have been
delivered and shall be deducted from the purchase price paid at settlement.
The good faith checks of other bidders shall'be returned to them.forthwith.
1.04. Savings. It is hereby determined that by issuance of the
.Bonds.the Issuer will realize a- substantial interest rate reduction, a gross
savings of approximately $ and a present va- lue.savings (using
- -
the yield on the Bonds, computed in accordance with Section 148 -of the --
Internal Revenue Code of 1986, as amended, as the discount factor) of
approximately $
1.05. Issuance of Bonds. All acts, conditions and things which
are required by the Constitution and laws of the State of Minnesota to be
done, to exist, to happen and to be performed precedent to and in the valid
issuance of the Bonds having been done, existing, having happened and having
been performed, it is now necessary for the Council to establish the form and
terms of the Bonds, to provide security therefor and to-issue the Bonds
forthwith.
2.01. Issuance of Bonds. The Bonds shall be originally dated
May 1, 1993, as the date of original issue and shall be issued forthwith on or
after such date using a Global Book Entry System. One Global Certificate
representing the aggregate principal amount of the Bonds maturing in each year
(the Global Certificates) will be issued and fully registered as to principal
and interest in the name of Kray & Co. as nominee of the Midwest Securities
Trust Company (the Depository), a Securities and Exchange Commission
registered depository, an Illinois trust company, a member of the Federal
Reserve System and a "clearing corporation" within the meaning of the Illinois
Uniform Commercial Code.
2.02. Maturities* rnterest Rarer - Denominations and Payment. The
Bonds shall be in the denomination of $5,0.00 each, or any integral multiple
thereof, -of single maturities,•shall mature on February 1 in.the years and
amounts stated below, and shall bear 'int.erest.from date of original issue
until paid or duly called for redemption at the respective annual rates set
forth opposite such years and amounts, as follows:
-2-
Year Amount Bate
1997 $ %
The tax increments pledged and appropriated by Section 5.and amounts from the
escrow account established in Section 3 hereof are estimated to be sufficient
to pay when due the principal of and interest on the Bonds.
2.03. Dates and Interest Payment Dates. The Bonds shall bear
interest payable on February 1 and August 1 of each year (an Interest Payment
Date), commencing February 1, 1994, calculated-on the basis of a 360 day year
of twelve 30 day months. Interest on any Global Certificate shall be paid as
provided in the first paragraph thereof, and interest on any Non - Global Bond
shall be paid on each Interest Payment Date by check or draft mailed to the
person in whose name the Bond is registered (the Holder) on the registration
books of the Issuer maintained by the Bond Registrar, and in each case at the
address appearing thereon at the close of business on the fifteenth (15th)
calendar day preceding such Interest Payment Date (the Regular Record Date).
Any such interest not so timely paid shall cease to be payable to the person
who is the Holder thereof as of the Regular Record Date, and shall be payable
to the person who is the Holder thereof at the close of business on a date
(the Special Record Date) fixed by the,Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record
Date shall be given by the Bond Registrar to the Holders not less than ten
(10) days prior to the Special Record Date.
2.04. Form of Bond. The Bonds shall be in the form of Global
Certificates unless and until Replacement Bonds are made available as provided
in Section 2.14, and otherwise shall be.in the form of Non - Global Bonds. The
form of'Bonds .shall be substantially as set forth in Exhibit A for the Global
Certificates or as set forth in Exhibit B for the Non - Global Bonds, but may
contain such additional or different terms and provisions as to the form and
time of payment, record date, notices and other matters as are consistent with
a Supplemental Resolution.
2.05. Redemption. The Issuer may elect on February 1, 2002, and on
any date thereafter, to prepay Bonds due on or after February 1, 2003.
Redemption may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, the City shall determine the maturity of the Bonds to
be redeemed and the amount of such maturity to be redeemed. If a maturity
is prepaid only in part, prepayments.,wiill be in increments of $5,000 of
-3-
principal. All such prepayments shall be at a price of par plus accrued
interest.
The Bond Registrar shall call Bonds for redemption and payment as
herein provided upon receipt by the Bond Registrar at least forty -five (45)
days prior to the redemption date of a request of the Issuer, in written form
if the Bond Registrar is other than a Issuer officer, unless a shorter period
of notice is acceptable to the Bond Registrar. Such request shall specify the
principal amount of Bonds to be called for redemption, the redemption date and
the redemption price.
Published notice of redemption shall in each case be given in
accordance with law, and mailed notice of redemption shall be given "to the
paying agent (if other than a Issuer officer) and to each affected Holder. If
and when the Issuer shall call any of the Bonds for redemption and payment
prior to the stated maturity thereof, the Bond Registrar shall give written
notice in the name of the Issuer of its intention to redeem and.pay such Bonds
at the office of the Bond Registrar. Notice of redemption shall be given by
first class mail, postage prepaid, mailed not less than thirty (30) days prior
to the redemption date, to each Holder of Bonds to be redeemed, at the address
appearing in the Bond Register; provided that if a Depository Letter Agreement
(hereafter defined) contains other or different requirements for delivery of
such notice to the Depository, then the provisions of the Depository Letter
Agreement shall be followed for that Holder.. All notices of redemption shall
state:
(a) The redemption date;
(b) The redemption price;
(c) If less than all outstanding Bonds are to be redeemed, the
identification (and, in the case of partial redemption, the
respective principal amounts) of the Bonds to be redeemed;
(d) the CUSIP numbers of the Bonds to be redeemed;
(e) That on the redemption date, the red,
due and payable upon each such Bond,
shall cease to accrue from and after
(f) The place where such Bonds are .to be
the redemption price (which shall be
Registrar).
amption price will become
and that interest thereon
said date; and
surrendered for payment of
the office of the Bond
In addition to the notice prescribed by the preceding paragraph, the
Issuer shall also give, or'cause to be given notice of redemption of any Bond
or Bonds or portions thereof 'at least two (2) days prior to the mailing of any
notice of redemption to Holders of Bonds to all registered securities
depositories then in the business of holding substantial amounts of
obligations of the character of the Bonds such depositories now being The
Depository Trust Company, of Garden City, New York; Midwest Securities Trust
-4-
Company, of Chicago, Illinois; and Philadelphia Depository Trust Company of
Philadelphia, Pennsylvania; and to one or more information services of
national recognition that disseminate redemption information, such as J.J:
Kenney or Financial Card Services; provided that any defect in or failure to
give any notice of redemption prescribed by this paragraph shall not affect
the validity of the proceedings for the redemption of any Bond or portion
thereof.
2.06. Bond Registrar. The Finance Director of the Issuer is
appointed to act as bond registrar and transfer agent with respect to the
Bonds (the Bond Registrar), and shall so act for all Bonds unless and until a
successor Bond Registrar is duly appointed. A successor Bond Registrar shall
be an officer of the Issuer, or a bank or trust company eligible for
designation as bond registrar pursuant to Minnesota Statutes, Chapter 475.
The Bond Registrar shall also serve as paying agent unless and until a
successor paying agent is duly appointed. Principal and interest on the Bonds
shall be paid to the Holders of the Bonds in the manner set forth in the forms
of Bond and Section 3.
2.07. Execution and Delivery. The Bonds shall be executed on
behalf of the Issuer by the signatures of its Mayor and Manager, each with the
effect noted on the forms of the Bonds; provided that any of such signatures
may be printed or photocopied facsimiles. In the event of disability or
resignation or other absence of any such officer, the Bonds may be signed by
the manual or facsimile signature of that officer who may act on behalf of
such absent or disabled officer. In case any such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall cease to be such
officer before the delivery of the Bonds, such signature or facsimile shall
nevertheless be valid and sufficient for all purposes, the same as if the
officer had remained in office until delivery.
The Bonds when so prepared and executed shall be delivered by the
Finance Director to the Purchaser upon receipt of the purchase price, and the
Purchaser shall not be obliged to see to the proper application thereof.
2.08. Authentication Date of Registration. No Bond shall be valid
or obligatory for any purpose or be entitled to any security or benefit under
this resolution unless a Certificate of Authentication on such Bond,
substantially in the form set forth on the form of Bond, shall have been duly
executed by the Bond Registrar. The Bond Registrar shall authenticate the
signatures of officers of the Issuer on each Bond by execution of the
Certificate of Authentication on the Bond and by inserting.•as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as the date of registration the
date of original issue. The Certificate of Authentication so executed on each
Bond shall be conclusive evidence that it has been authenticated and delivered
under this resolution.
2.09. Registration: Transfer: Exnhange. The Issuer will cause to
be kept at the office of the Bond Registrar a bond register in which, subject
-5-
to such reasonable regulations as the Bond Registrar may prescribe, the Bond
Registrar shall provide for the registration of Bonds and the registration of
transfers of Bonds entitled to be registered or transferred as herein
provided.
All Bonds surrendered upon any exchange or transfer provided for in
this Resolution shall be promptly cancelled by the Bond Registrar and
thereafter disposed of as directed by the Issuer.
All Bonds delivered in exchange for or upon transfer of Bonds shall
be valid general obligations of the Issuer evidencing the same debt, and
entitled to the same benefits under this Resolution, as the Bonds surrendered
for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall
be duly endorsed or be accompanied by a written instrument of transfer, in
form satisfactory to the Bond Registrar, duly executed by the Holder thereof
or the Holder's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with the transfer
or exchange of any Bond and any legal or unusual costs regarding transfers and
lost Bonds.
Transfers shall also be subject to'reasonable regulations of the
Issuer contained in any agreement with, or notice to, the Bond Registrar,
including regulations which permit the Bond Registrar to close its transfer
books between record dates and payment dates.
2.10. Rights Upon Transfer or Exchange. Each Bond delivered upon
transfer of or in exchange for or in lieu of any other Bond shall carry all
the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Bond.
(A) For the purposes of all actions, consents and other matters
affecting Holders of Bonds issued under this Resolution, as from time to time
supplemented, other than payments, redemptions, and purchases, the Issuer may
(but shall not be obligated to) treat as the Holder of a Bond the beneficial
owner of the Bond instead of the person in whose name the Bond is registered.
For that purpose, the Issuer may ascertain the identity of the beneficial
owner of the Bond by such means as the Bond Registrar in its sole discretion
deems appropriate, including but not limited to a certificate from the
Depository or other person in whose name the Bond is registered identifying
such beneficial owner.
(B) The Issuer and Bond Registrar may treat the person in whose
name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest on, such
Bond and for all other purposes whatsoever whether or not such Bond shall be
-6-
overdue, and neither the Issuer nor the Bond Registrar shall be affected by
notice to the contrary.
(C) Any consent, request, direction, approval, objection or other
instrument required by this Resolution, as supplemented,.to be signed and
executed by the Holders may be in any number of-concurrent writings of similar
tenor and must be signed or executed by such Holders in person or by agent
appointed in writing. Proof of the execution of any such consent, request,
direction, approval, objection or other instrument or of the writing
appointing any such agent and of the ownership of Bonds, if made in the
following manner, shall be sufficient for any of the purposes of this
Resolution as supplemented, and shall be conclusive in favor of the Issuer
with regard to any action taken by it under such request or other instrument,
namely:
(1) The fact and date of the execution by any person of any such.
writing may be proved by the certificate of any officer in any
jurisdiction who by law has power to take acknowledgments within such
jurisdiction that the person signing such writing acknowledged before him
the execution thereof, or by an affidavit of any witness to such
execution.
(2) Subject to the provisions of subsection (A) above, the fact of
the ownership by any person of Bonds and the amounts and numbers of such
Bonds, and the date of the holding of the. same, may be proved by
reference to the Bond Register.
2.12. Description of the Global Certificates and Global, Book -Entry
system. Upon their original issuance the Bonds will be issued in the form of
a single Global Certificate for each maturity, deposited with the Depository
by the Purchaser and immobilized as provided in.Section 2.14. No beneficial
owners of interests in the Bonds will receive certificates representing their
respective interests in the Bonds except as provided in Section 2.14. Except
as so provided, during the term of the Bonds, beneficial ownership (and
subsequent transfers of beneficial ownership) of interests in the Global
Certificates will be reflected by book entries made on the records of the
Depository and its Participants and other banks, brokers, and dealers
participating in the National System. The Depository's,book entries of
beneficial ownership interests are authorized to be in integral increments of
$5,000, despite the larger authorized denominations of the Global
Certificates. Payment of principal of, premium, if any, and interest on the
Global Certificates will be made to the Bond Registrar as paying agent, and in
turn by the Bond Registrar to.the Depository or its nominee as registered
owner of.the Global Certificate's, and the Depository according to the laws and
rules governing it will receive and forward payments on behalf of the
beneficial owners of the Global Certificates.
2.13. Depository Letter Agreement. There has been submitted to
this Council a form of letter agreement between the Bond Registrar and the
Depository. Such letter agreement (the Depository Letter Agreement) is hereby
approved. The Bond Registrar, the Mayor and the Manager are hereby authorized
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and directed to execute the Depository Letter Agreement in substantially the
form submitted, with only such variations therein as may be required to
complete the Depository Letter Agreement, or which are not, in the opinion of
the Issuer Attorney and bond counsel, materially adverse to the interests of
the Issuer.
2:14. Tmmobil zation °of Global Certificates by the Depository:
Successor Depository and Replacement Bonds. Pursuant to the request of the
Purchaser to the Depository, immediately upon the original delivery of the
Bonds the Purchaser will deposit the Global Certificates representing all of
the Bonds with the Depository. The -.Global Certificates shall be in
typewritten form or otherwise as acceptable to the Depository, shall be
registered in the name of the Depository or its nominee and.shall be held
immobilized from circulation at the offices of the Depository. The Depository
or its nominee.will be the sole holder of record of the Global Certificates
and no investor or other party purchasing, selling or otherwise transferring
ownership of interests in any Bond is to receive, hold or deliver any Global.
Certificates so long as the Depository holds the Global Certificates
immobilized from circulation, .except as provided below in this Section.
Global Certificates evidencing the Bonds may not, after their
original delivery, be transferred or exchanged except:
(i) Upon exchange of a Global Certificate after a partial
redemption, as provided in Section 2.15,
(ii) To any successor of the Depository (or its nominee) or any
substitute depository (a "Substitute Depository ") designated pursuant to
clause (iii) of this subparagraph, provided that any successor of the
Depository or any Substitute Depository must be both a "clearing
corporation" as defined in the Minnesota Uniform Commercial..Code,
Minnesota Statutes, Section 336.8 -102, .and a qualified and registered
"clearing agency" as provided in Section 17A of the Securities Exchange
Act of 1934, as amended,
(iii) To a Substitute Depository designated by and acceptable to
the Issuer upon (a) the determination by the Depository that the Bonds
shall no longer be eligible for its depository services or (b) a
determination by the Issuer that the Depository is no longer able to
carry out its functions, provided that any Substitute Depository must be
qualified to act as such, as provided in clause (ii) of this
subparagraph, or
(iv) In the event that:
(a) the Depository shall resign or discontinue its services for the
Bonds and the Issuer is unable to locate a Substitute Depository within
two (2) months following the resignation or discontinuance, or
(b) the Issuer determines in its sole discretion that (1) the
continuation of the book entry system described herein might adversely
-8-
affect the interests of the beneficial owners of the Bonds, or (2) that
it is in the best interest of the beneficial owners of the Bonds that
they obtain certificated Bonds,
in either of which events the Issuer shall notify Holders of its determination
and the Issuer, the Bond Registrar and.the Depository shall cooperate in,
providing certificates (the "Replacement Bonds ") to Holders and the
registration, transfer and exchange of such Bonds shall thereafter be
conducted as provided in Section 2.09 hereof.
In the event of a replacement of the Depository as may authorized
by the second paragraph of this Section; the Bond Registrar upon presentation -
of Global Certificates shall register their transfer to the substitute or
successor depository, and the substitute or successor depository shall be
treated as the Depository for all purposes and functions under this
resolution. The Depository Letter Agreement shall not apply to a Substitute
Depository unless the Issuer and the Substitute Depository so agree, and a
similar agreement may be entered into.
2.15. Redemption- Global Certificates. Upon a reduction in the
aggregate principal amount of a Global Certificate, the Holder may make a
notation of such redemption on the panel provided on the Global Certificate
stating the amount so redeemed, or may return the Global Certificate.to the
Bond Registrar in exchange for a new Global Certificate authenticated by the
Bond Registrar, in proper principal amount. Such notation, if made by the
Holder, shall be for reference only, and may not be relied upon by any other
person as being in any way determinative of the principal amount of such
Global Certificate outstanding, unless the Bond Registrar has signed the
appropriate column of the panel.
For the purposes of giving notice in accordance with Section 2.05,
the "Holder" of Global Certificates shall be the Depository or its nominee.
2.16. Redemption- Non - Global Bonds._, To effect a partial redemption
of Non - Global Bonds having a common maturity date, the Bond Registrar prior to
giving notice of redemption shall assign to each Non - Global Bond having a
common maturity date a distinctive number for each $5,000 of the principal
amount of such Non - Global Bpnd. The Bond Registrar shall then select by lot,
using such method of selection as it shall deem proper in its discretion, from
the numbers as, at $5,000 for each number, shall equal the principal amount of
such Non - Global Bonds to be redeemed. The Non- Global Bonds to be redeemed
shall be the Non - Global Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount of each such
Non - Global Bond of a denomination of more than $5,000 shall be redeemed as
shall equal $5,000 of principal amount for each number assigned to it and so
selected.
If a Non - Global Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar so
requires, a written instrument of transfer in form satisfactory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his, her or its
W110
attorney duly authorized in writing) and the Issuer shall execute (if
necessary) and the Bond Registrar shall authenticate and deliver to the Holder
of such Non - Global Bond, without service charge, a new Non - Global Bond or
.Bonds of the same series having the same stated maturity and interest rate and
of any authorized denomination or denominations, as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
Section 3. Use of Proceeds and Escrow Account. The proceeds of the
.Bonds in the amount of $ are irrevocably appropriated for the
payment of all of the interest to become due on the Bonds to and including
August 1, 1995 and for payment of $ of the interest-to-come due -
on the Bonds on February 1, 1996, $ of the interest to come
due on the Bonds on August 1, 1996, and $ of the interest to
come due on the Bonds-on February 1, 1997, and'for the payment of the'
principal amount of the Refunded Bond's on the following dates and amounts:
Principal Amount Paid-or
Refunded Bonds Crossover Date Redeemed from Escrow Account
1986A Bonds
February
1,
1996
$ 3,400,000
1986B Bonds
February
1,
1996
1,350,000
1989 Bonds
January
1,
1996
11,135,000
1990 Bonds
February
1,
1997
3,080,000
The Finance Director is hereby authorized and directed, simultaneously with
the delivery of the Bonds, to deposit the proceeds thereof, to the extent
described above, in escrow with
in Minnesota (the Escrow Agent), a banking institution whose
deposits are insured by the Federal Deposit Insurance Corporation and whose
combined capital and surplus is not less than $500,000, and shall invest the
funds so deposited in securities authorized for such purpose by Minnesota
Statutes, Section 475.67, subdivision 8, maturing on such dates and bearing
interest at such rates as are required to provide funds sufficient, with cash
retained in the escrow account, to make the above - described payments. The
Mayor and Manager are hereby authorized to enter into an Escrow Agreement with
the Escrow Agent establishing the terms and conditions for the escrow account
in accordance with Minnesota Statutes, ..Section 475.67 Of the remaining
proceeds of the Bonds, $ shall be applied to pay issuance
expenses and $ shall be. deposited in the Sinking Fund created
pursuant to Section 4 hereof.
Section 4. General Obligation Tax Increment Refunding Bond Sinking
Fund. The Bonds shall be payable from a separate Series 1993A General
Obligation Tax Increment Refunding Bond Sinking Fund -(the Sinking Fund) which
shall be created and maintained on the books of the Issuer as a separate debt
redemption fund until the Bonds, and all interest thereon, are fully paid.
There shall be credited to the Sinking Fund the following:
hereof.
(a) Any amount initially deposited therein pursuant to Section 3
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(b) All receipts of principal and interest on the investments -held
in the escrow account established in Section 3 which are to be applied to pay
interest on the Bonds as provided in Section 3.
(c) All taxes levied and all other money which may at any time be
received for or appropriated to the payment of the principal of or interest on
the Bonds, including the tax increments herein pledged and appropriated
pursuant to Section 5 to the Sinking Fund and all collections'of any ad
valorem taxes levied for the payment of the Bonds.
(d) Any other funds appropriated by the Council for the payment of
the Bonds.
Section 5. Pledge of Tax Increment. Bonds maturing in the
following years and amounts are being issued by the City to refund the 1986A
Bonds maturing in the years 1996 through 2006 and the 1,989 Bonds maturing in
the years 1997 through 2006 and $425,000 of the principal amount of the 1989
Bonds maturing on January 1, 1996 (such protion of the Bonds is herein
referred to as the Southeast Edina Redevelopment Area Bonds):
1997 S
1998
1999
2000
2001
2002
2003
2004
2005
2006
All of the interest to come due on the Southeast Edina Redevelopment Area
Bonds to and including August 1, 1995, and $ of the interest to
come due on February 1, 1996 and $ of the interest to come due
on August 1, 1996, shall be paid from amounts in the escrow account
established in Section 3.
Bonds maturing in the following years and amounts are being issued
by the City to refund the 1986B Bonds maturing in the years 1996 through 2003
(such portion of the Bonds is herein referred to as the Grandview
Redevelopment Area Bonds):
1997 S
1998
1999
2000
2001
2002
2003
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All of the interest to come due on the Grandview Redevelopment Area Bonds to
and including February 1, 1996 shall be paid from amounts in the escrow
account established in Section 3 hereof.
Bonds maturing in the following years and amounts are being issued
by the City to refund the 1990 Bonds maturing in the years 2002 through 2005
(such portion of the Bonds is herein referred to as the 50th and France
Redevelopment Area Bonds):
Year Amount
2002 $
2003
2004
2005
All of the interest to come due on the 50th and France Redevelopment Area
Bonds to and including February 1, 1997 shall be paid from amounts in the
escrow accounts established in Section 3 hereof.
To pay the Southeast Edina Redevelopment Area Bonds, the Issuer
hereby irrevocably pledges to the Sinking Fund tax increments derived from the.
tax increment financing districts of the Housing and Redevelopment Authority
of Edina (the HRA), designated by Hennepin County as Nos. 1203 (Southeast
Edina - Centennial Lakes), 1201 (Southeast Edina - Edinborough) and 1200 (50th and
France) and tax increments, derived from the tax increment financing district
of the Issuer designated by Hennepin County as No. 1.204 (Southdale), which are
either paid to the Issuer (in the case of the tax increment financing district
established by the Issuer) or received by the Issuer from the HRA to pay the
Bonds (in the case of the tax increment financing districts established by the
HRA). Such tax increments shall be deposited in the Sinking Fund in an amount
sufficient to pay all principal and =interest when due on the Southeast Edina
Redevelopment Area Bonds, other than interest on the Southeast Edina
Redevelopment Area Bonds paid from receipts of principal and interest on
investments held in the escrow account established in Section 3, as provided
in Section 3 and this Section 5.
To pay the Grandview Redevelopment Area Bonds, the Issuer hereby
irrevocably pledges to the Sinking Fund tax increment derived from the tax
increment financing district of the HRA designated by Hennepin County as No.
1202 (Grandview) which are received by the Issuer from the HRA to pay the
Bonds. Such tax increment shall be deposited in the Sinking Fund in an amount
sufficient to pay all principal of and interest on the Grandview Area
Redevelopment Bonds, other than interest on the Grandview Redevelopment Area
Bonds paid from receipts of principal and interest on investments held in the
escrow account established in Section 3, as provided in Section 3 and this
Section 5.
To pay the 50th and France Redevelopment Area Bonds, the Issuer
hereby irrevocably pledges to the Sinking Fund tax increment derived from the
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tax increment financing district of the HRA designated by Hennepin County as
No. 1200 (50th and France) which are received by the Issuer from the HRA to
pay the Bonds. Such tax increment shall be deposited in the Sinking Fund in
an amount sufficient to pay all principal of and interest on the 50th and
France Redevelopment Bonds, other than interest on the 50th and France
Redevelopment Area Bonds paid from receipts of principal and interest on
investments held in the escrow account established in Section 3 as provided in
Section 3, and this Section 5.
Tax increment derived from tax increment financing districts
identified above may only be applied to pay principal and interest on the
portion of the Bonds to which such tax increment is pledged and may.not be
applied to pay any other portion of the Bonds.
Nothing herein shall preclude the.Issuer or the HRA from hereafter
making further pledges and appropriations of the tax increments herein pledged
for the payment of the Bonds for the payment of other obligations of the
Issuer or HRA.
Section 6. P led_ae of Taxing Powers. For the prompt and full
payment of the principal of and interest on the Bonds as such payments
respectively become due, the full faith, credit and unlimited taxing powers of
the Issuer shall be and-are hereby irrevocably pledged. It is, however,
presently estimated that the funds appropriated pursuant to Section 5 hereof
will provide sums not less than 5e in excess of principal and interest on the
Bonds when due, and therefore no tax levy is presently required.
Section 7. 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 registered owners of the Bonds shall cease.. The
Issuer may discharge its obligations with respect to any Bonds which are due
on any date by depositing with the Registrar on or before that date a sum
sufficient for the payment thereof in full; or, if any Bond should not be paid
when due, it may nevertheless be discharged by depositing with the Registrar a
sum sufficient for the payment thereof in full with interest accrued from the
due date to the date of such deposit. The Issuer may also discharge its
obligations with respect to any prepayable Bonds called for redemption on any
date when they are prepayable according to their terms, by depositing with the
Registrar on or before that date an amount equal to the principal, interest
and redemption premium, if any, which are then due,.provided that notice of
such redemption has been dul`y,given.as provided herein. The Issuer may also
at any time discharge its obligations with respect to any.Bonds,, subject to
the provisions of law now or hereafter authorizing and regulating.such action,
by depositing irrevocably in escrow,. with a bank qualified by law as an escrow
agent for this purpose, cash or securities which are ,authorized by law to be
so deposited, bearing interest payable at such time and at such rates and
maturing or callable at the holder's option on such dates as shall be required
to pay all principal, interest and redemption premiums to become due thereon
to maturity or said redemption date.
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Section 8. gq;ctration of Bonds. The Clerk is hereby authorized
and directed to file a certified copy of this resolution with the County
Auditor of Hennepin County and obtain a certificate that the Bonds have been
duly entered upon the Auditor's bond register as required by law.
Section 9. Authentication of Transcript. The officers of the
Issuer and County Auditor of Hennepin County are hereby authorized and
directed to prepare and furnish to the Purchaser and to Dorsey & Whitney, Bond
Counsel, certified copies of all proceedings and records relating to the Bonds
and such other affidavits, certificates and information as may be required to
show the facts relating to the legality and marketability of the Bonds, as the
same appear from the books and records in their custody and control or as
otherwise known to them, and all such certified copies, affidavits and
certificates, including any heretofore furnished, shall be deemed
representations of the Issuer as to the correctness of all statements
contained therein.
Section 10. Tax Covenant. The Issuer covenants and agrees with the
holders from time to time of the Bonds that it will not take or permit to be
taken by any of its officers, employees or agents any action which would cause
the interest on the Bonds to become subject to taxation under the Internal
Revenue Code of 1986, as amended (the Code), and the Treasury Regulations
promulgated thereunder (the Regulations), and covenants to take any and all
actions within its powers to ensure that the interest on the Bonds will not
become subject to taxation under the Code and the Regulations. The Issuer
will cause to be filed with the Secretary of Treasury an information reporting
statement in the form and at the time prescribed by the Code.
The Mayor and Manager, being the officers of the Issuer 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 Sections
1.103 -13, 1.103 -14 and 1.103 -15 of the Regulations, stating the facts,
estimates and circumstances in existence on the date of issue and delivery of
the Bonds which make it reasonable to expect that the proceeds of the Bonds
will not be used in a manner that would cause the Bonds to be arbitrage bonds
within the meaning of the Code and Regulations.
Section 11. Arbitrage Rebate. The Issuer acknowledges that the
Bonds are subject to the rebate requirements of Section 148(f) of the Code.
The Issuer covenants and agrees to retain such records, make such
determinations, file such reports and documents and pay such amounts at such
times as are required under said Section 148(f) and applicable Treasury
Regulations to preserve the exclusion of interest on the Bonds from gross
income for federal income tax purposes. In furtherance of the foregoing, the
Finance Director is hereby authorized and directed to execute a Rebate
Certificate setting forth the undertakings of the Issuer to comply with the
foregoing requirements, and the Issuer hereby covenants and agrees to observe
and perform the covenants and agreements contained therein, unless amended or
terminated in accordance with the provisions thereof.
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Section 12. No Designation of Oualified Tax Exempt obligations.
The Bonds shall not be designated as "qualified.tax- exempt obligations" for
purposes of Section 265(b)(3) of the Code.
Section 13. Severabil tv. If any section, paragraph or provision
of this resolution shall be held to be invalid or,unenforceable for any
reason, the invalidity or unenforceability of such section, paragraph or
provision shall not affect any of the remaining provisions of this resolution.
Section 14. Headings. Headings in this resolution are included for
convenience of reference only and are not a part hereof, and shall not limit
or define the meaning of any provision hereof.
Section 15. Official Statement. The Official Statement relating to
the Bonds, dated April 13, 1993, prepared and delivered on behalf of the
Issuer by Springsted Incorporated, is hereby approved, and the officers of the
Issuer are hereby authorized and directed to execute such certificates as may
be appropriate concerning the accuracy, completeness and sufficiency thereof.
Springsted Incorporated, is hereby authorized on behalf of the Issuer to
prepare and distribute to the Purchaser and a supplement to the Official
Statement listing the offering price, the interest rates, selling
compensation, delivery date, the underwriters and such other information
relating to the Bonds required to be included in the Official Statement by
Rule 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 Issuer shall deliver to the Purchaser 500 copies of the Official
Statement and such supplement. The officers of the City are hereby authorized
and directed to execute such notes as may be appropriate concerning the
accuracy, completeness and sufficiency of,the Official Statement.
Section 16. Redemption of Prior Bonds. The`Issuer hereby calls the
following portions of the Prior Bonds for redemption and prepayment on the
following dates:
Maturities
Refunded Bonds Redemption Date to be Redeemed
1986A Bonds
February 1,
1996.
1996
- 2006
1986B Bonds
February 1,
1996
1996
- 2003
1989 Bonds
January 1,
1996
1997
- 2006
1990 Bonds
February 1,
1997
2002
- 2005
The Finance Director shall
cause notice of
the redemption of
such Prior Bonds
to be given in the manner
required by the resolutions
authorizing
the Prior
Bonds.
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Attest:
Clerk
The motion for the adoption of the foregoing resolution was duly
seconded by Councilmember and upon vote being taken
thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
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EXHIBIT A
[FORM OF GLOBAL CERTIFICATE]
UNITED STATES OF AMERICA
ST -ATE OF MINNESOTA
COUNTY OF HENNEPIN
R- $
GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1993A.
INTEREST MATURITY ,. - DATE - -OF - - T- -
RATE DATE ORIGINAL ISSUE r`
May 1, 1993
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDINA, County of Hennepin, State of Minnesota (the
"Issuer "), certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate of
registration attached hereto, or registered assigns, in the manner hereinafter
set forth, the principal amount specified above, on the maturity date
specified above,. unless called for earlier redemption, and to pay interest
thereon semiannually on February 1 and August 1 of each year (each, an
"Interest Payment Date "), commencing February 1, 1994, at the rate per annum
specified above (calculated on the basis of a 360 -day year of twelve 30 -day
months) until the principal sum is paid or has been provided for. This Bond
will bear interest from the most recent Interest Payment Date to which
interest has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are
payable by wire transfer (or other agreed means of payment), in next day funds
or its equivalent, on each payment date no later than 12:00 noon (Chicago,
Illinois time) upon presentation and surrender hereof at the office.of the
Finance Director, City of Edina, in Edina, Minnesota (the "Bond Registrar "),
acting as paying agent, or any successor paying agent duly appointed by the
Issuer; provided, however, that upon a partial redemption of this Bond which
results in the stated amount hereof .being reduced, the Holder may in its
discretion be paid without presentation of this Bond, and may make a notation
on the panel provided herein of such redemption, stating the amount so
redeemed, or may return the Bond to the Bond Registrar in exchange for a new
Bond in the proper principal amount. Such notation, if made by the Holder,
shall be for reference only, and may not be relied upon by any other person as
being in any way determinative of the principal amount of this Bond
outstanding, unless the Bond Registrar has signed the 'appropriate column of
the panel. Interest on this Bond will be paid on each Interest Payment Date
(by 12:00 noon, Chicago, Illinois time) by wire transfer (or. other agreed
means of payment) in next day funds or its equivalent to the person in whose
A -1
name this Bond is registered (the "Holder" or "Bondholder ") on the
registration books of the Issuer maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the fifteenth calendar
day preceding such "Interest Payment Date (the "Regular Record Date "). Any
interest not so timely paid shall cease to.be payable to the person who is the
Holder hereof as of the Regular Record Date, .and shall be payable to the
person who is the.Holder hereof at the close of business on a date (the
"Special Record Date ".,) fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted'interest. Notice of the Special Record
Date shall be given to Bondholders not less than ten (10)days prior to the
Special Record Date. The principal of and premium, if any, and interest on
this Bond are payable in lawful -money of - the- United -States-of America: - -
This Bond shall not be valid or become obligatory for any purpose or
be entitled to any security unless the Certificate of Authentication hereon
shall have been executed by the Bond Registrar.
Date of Payment`Not Business Day. If the date for payment of the
principal of,. premium,-if any', of-interest on this Bond shall be a Saturday,
Sunday, legal holiday or a day on which banking institutions in the City of
New York, New York, or the city where the principal office of the Bond
Registrar is located are authorized by law or executive order to close, then
the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking institutions
are authorized to close, and payment on such date shall have the same force
and effect as if made on the nominal date of payment.
Redemption. All Bonds maturing on:or after February 1, 2003, are
subject to redemption and prepayment at the option of the Issuer on
February 1, 2002, and on any date thereafter, at a price of their principal
amount plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, the City shall determine the maturity
of the Bonds to be redeemed; and if only part of the Bonds having a common
maturity.date are called for prepayment, Bonds shall be prepaid in $5,000
increments of principal. Bonds or portions thereof called for redemption
shall be due and payable on the designated redemption date, and interest
thereon shall cease to accrue from and after the redemption date.
Notice of Redemption. Published notice of redemption shall in each
case be given in accordance with law, and mailed notice of redemption shall be
given to the paying agent (if other than an officer of the Issuer) and to each
affected Holder of the Bonds. For this purpose, the Depository- (hereafter
identified,, or any successor thereto)- shall be the "Holder" as to Bonds
registered in the name of the Depository or its nominee. In the event any of
the Bonds are called for redemption, written notice'thereof will be given by
first class mail mailed not less than thirty (30) days prior to the redemption
date to each Holder of Bonds to be redeemed. In connection with any such
notice, the "CUSIP'" numbers assigned to the Bonds shall be used.
A -2
RAPlacement or Notation of Bonds after Partial Redemption. Upon a
partial redemption of this Bond which results in the stated amount hereof
being reduced, the Holder may in its discretion make a notation on the panel
provided herein of such redemption, stating the amount so redeemed. Such
notation, if made by the Holder, shall be for reference only, and may not be
relied upon by any other person as being in any way determinative of the
principal amount of the Bond outstanding, unless the Bond Registrar has signed
the appropriate column of the panel. Otherwise, the Holder may surrender this
Bond to the Bond Registrar (with, if the Issuer or Bond Registrar so. requires,
a written instrument of transfer in form satisfactory to the Issuer and Bond
Registrar duly executed by the Holder thereof or the Holder's attorney duly
authorized in writing) apd -the Issuer shall execute - -(if necessary)- and- the
Bond Registrar shall authenticate and deliver to the Holder of such Bond,
without service charge, ..a new Bond of the same series having the same stated
maturity and interest rate and of the authorized denomination in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Bond so surrendered..
Issuance; Purpose. This Bond is one of an issue in the total
principal amount of $ , all of like date of original issue and
tenor, except as to number, maturity, interest rate, redemption privilege and
denomination, which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota, including Minnesota
Statutes, Section 469.178 and Chapter 475, and pursuant to a resolution
adopted by the City Council on April 27, 1993 (the "Resolution "), to refund
certain outstanding general obligation tax increment bonds of the Issuer. The
Bonds are payable primarily from tax increments from tax increment financing
districts established by the Issuer or the Housing and Redevelopment Authority
of Edina which have been pledged to the payment of the Bonds by the
Resolution. In addition, for the full and prompt payment of the principal of
and interest on the Bonds as the same become due, the full faith, credit and
taxing power of the Issuer have been -and are irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable
originally only as Global Certificates in the denomination of the entire
principal amount of the series maturing on a single date. Global Certificates
are not exchangeable for fully registered bonds of smaller denominations
except in the event of a partial redemption as above provided or in exchange
for Replacement Bonds if then available. Replacement Bonds, if made available
as provided below, are issuable solely as fully registered bonds in the
denominations of $5,000 and integral multiples thereof of a single maturity
and are exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the principal office of
the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a
description of the rights.and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
A -3
Replacement Bonds may be issued by the Issuer:
(a) If Midwest Securities Trust Company (the "Depository ") shall
resign or discontinue its services for the Bonds, and only if the Issuer
is unable to locate a substitute depository within two (2) months
following the resignation or discontinuance, or
(b) upon a determination by the Issuer in its sole discretion that
(1) the continuation of the book- entry.system described in the Resolution
might adversely affect the interests of the beneficial owners of the
Bonds, or (2) that it is in the best interest of the beneficial owners of
the Bonds that they obtain certificated Bonds.-
Transfer. This Bond shall be registered in the, name of the payee on
the books of the Issuer by presenting this Bond for registration to the Bond
Registrar, who will endorse his,-,her or its name.and note the date of
registration opposite the name of the payee in the certificate of registration
attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or the Holder's legal representatives,
and the Issuer and Bond Registrar may treat the Holder as the person
exclusively entitled to exercise all the rights and powers of an owner until
this Bond is presented with such assignment for registration of transfer,
accompanied by assurance of the nature provided by law that the assignment is
genuine and effective, and until such transfer is registered on said books and
noted hereon by the Bond Registrar, all subject to the terms and conditions
provided in the Resolution and to reasonable regulations of the Issuer
contained in any agreement with, or notice to, the Bond Registrar.
Zees upon Transfer or Loss. The Bond Registrar may require payment
of a sum sufficient to cover any.tax or other governmental charge payable in
connection with the transfer or exchange of this Bond and any legal or unusual
costs regarding transfers and lost;Bonds.
Treatment of Registered - Owner. The Issuer and Bond.Registrar may
treat the person in whose name this .Bond is registered as.the owner hereof for
the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Bond shall be overdue, and neither the Issuer
nor the Bond Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory
for any purpose or be entitled to any security unless the Certificate of
Authentication hereon shall have been executed by the Bond Registrar.
Not Oualified Tax- Exempt Obligations. The Bonds have not been
designated by the Issuer as "qualified tax - exempt obligations" for purposes
of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and
things required by the Constitution and laws of the State of Minnesota to be
done, to happen and to be performed, precedent to and in the issuance of this
Bond, in order to make it a valid and binding general obligation of the Issuer
according to its terms, have been done,.have happened and have been performed,
in regular and due form, time and manner as required by law ;. that prior to the
issuance hereof, the Issuer has pledged and appropriated tax increments to a
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sinking fund established for the payment of the Bonds; that if necessary for
the payment of the Bonds ad valorem taxes will be levied upon all taxable
property of the Issuer, without limitation as to rate or amount; and that the
issuance of this Bond does not cause the indebtedness of the Issuer to exceed
any constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City
Council has caused this Bond to be executed on its behalf by the signatures of
the Mayor and City Manager and has caused this Bond to be dated as of the date
set forth below.
-- - - -
Date of Registration:
CITY.OF EDINA, MINNESOTA
Mayor
City Manager
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned
within.
FINANCE DIRECTOR,
CITY OF EDINA,.MINNESOTA
Bond Registrar
By
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CERTIFICATE OF REGISTRATION
The transfer of 6wne'rsh1p of the principal amount of the - attached Bond may be
made only by the registered owner or the owner's legal representative last
noted below.
DATE OF SIGNATURE OF
REGISTRATION RRM STERED OWNER BOND REGISTRAR
REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in
the amounts noted below:
,._Signature of Signature of
Date Amount Bondholder Bond ReaisLzAm
If a notation is made on this register, such notation has the effect stated in
the attached Bond. Partial payments do not require the presentation of the
attached Bond to the Bond Registrar, and a Holder could fail to note the
partial payment here.
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ABBREVIATIONS
The following abbreviations, when used in the.inscription on the
face of this Bond, shall'be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor) -
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and
transfers unto
the within Bond and does hereby irrevocably constitute and appoint
attorney to
transfer the Bond on the books kept for the registration thereof, with full
power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the name as
it appears upon the face of the within Bond
in every particular, without alteration or
any change whatever. Signature(s) must be
guaranteed by a national bank or trust
company or by a brokerage firm having a
membership in one of the major stock
exchanges.
Signature Guaranteed:
Please insert social security or other
identifying number of assignee:
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R-
[Form of Non - Global Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
61
GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1993A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
May.1, 19,93
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDINA, County of Hennepin, State of Minnesota (the
"Issuer "), certifies that it is indebted and for value received promises to
pay to the registered owner specified above or registered assigns, in the
manner hereinafter set forth, the principal amount specified above, on the
maturity date specified above, unless called for earlier redemption, and to
pay interest thereon semiannually on February 1 and August 1 of each year
(each, an "Interest Payment Date "), commencing February 1, 1994, at the rate
per annum specified above (calculated on the basis of a 360 -day year of twelve
30 -day months) until the principal sum is paid or has been provided for. This
Bond will bear interest from the most recent Interest Payment Date to which
interest has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are
payable upon presentation and surrender hereof at the office of the.Finance
Director, City of Edina, in Edina, Minnesota (the "Bond Registrar "), acting as
paying agent, or any successor paying agent duly appointed by the Issuer.
Interest on this Bond will be paid on each Interest Payment Date by check or
draft mailed to the person in whose name this Bond is registered (the "Holder"
or "Bondholder ") on the registration books of the Issuer maintained by the
Bond Registrar and at the address appearing thereon at the close of business
on the fifteenth calendar day preceding such Interest Payment Date (the
"Regular Record Date "). Any interest not so timely paid shall cease to be
payable to the person who.is the. Holder hereof as of the Regular Record Date,
and shall be payable to the person who is the Holder hereof at the close of
business on a date (the Special Record Date ") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest.
Notice of the Special Record Date shall be given to Bondholders not less than
ten (10) days prior to the Special Record Date. The principal of and premium,
if any, and interest on this Bond are payable in lawful money of the United
States of America.
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and
things required by the Constitution and laws of the State of Minnesota to be
done, to happen and to be performed, precedent to and in the issuance of this
Bond in order to make it a valid and binding general obligation of the Issuer
according to its terms, have been done, have happened and have been performed,
in regular and due form, time and manner as required by law; that in and by
the Resolution, the Issuer has covenanted and agreed with the registered
owners that the Bonds are payable from a separate debt redemption fund of the
Issuer; that prior to the issuance hereof, the Issuer has pledged and
appropriated tax increments to a sinking fund established for the payment of
the Bonds; that if necessary for the payment of the Bonds ad valorem taxes
will be levied upon all taxable property of the Issuer, without limitation as
to rate or amount; and that the issuance of this Bond does not cause the
indebtedness of the Issuer to exceed any constitutional or statutory
limitation of indebtedness.
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City
Council has caused this Bond to be executed on its behalf by the facsimile
signatures of the Mayor and City Manager and has caused this Bond to be dated
as of the date set forth below.
Date of Registration:
within.
CITY OF EDINA, MINNESOTA
Mayor
City Manager
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned
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FINANCE DIRECTOR,
CITY OF EDINA, MINNESOTA
Bond Registrar
By
(ON REVERSE OF BOND)
Date of Payment Not Bu4ineac Day. If the date for payment of the
principal of, premium, if any, or interest on this Bond shall be a Saturday,
Sunday, legal holiday or a day on which banking institutions in the City of
New York, New York, or the city where the principal office of the Bond
Registrar is located are authorized by law or executive order to close, then
the -date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking institutions
are authorized to close, and payment on such date shall have the same force
and effect as if made on the nominal date of payment.
Redemption. All Bonds maturing on or after February 1, 2003, are
subject to redemption and prepayment at the option of the Issuer on
February l; 2002, and on any date thereafter, at a price of their principal
amount plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, the City shall determine the maturity
of Bonds to be redeemed; and if only part of the Bonds having a common
maturity date are called for prepayment, the specific Bonds to be prepaid
shall be chosen by lot by the Bond Registrar. Bonds or portions thereof
called for redemption shall be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the redemption date.
Notice of Redemption. Published notice of redemption shall in each
case be given in accordance. with law, and mailed notice of redemption shall be
given to the paying agent (if other than an officer of the Issuer) and to each
affected Holder of the Bonds. In the event any of the Bonds are called for
redemption, written notice thereof will be given by first class mail mailed
not less than thirty (30) days prior to the redemption date to each Holder of
Bonds to be redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
Selection of Bonds for Redemption. To effect a partial redemption
of Bonds having a common maturity date, the, Bond Registrar shall assign to
each Bond having a common.maturity date a distinctive number for each $5,000
of the.principal amount of such-Bond. .The Bond Registrar shall then select by
lot, -using such method of selection as it shall deem proper in its discretion,
from the numbers assigned to'the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal.amount of such Bonds to be redeemed. The
Bonds to be .redeemed shall be the Bonds to which were assigned numbers so
selected; provided, however, that only so much of the principal amount of such
Bond of a denomination of more than $5,000 shall be redeemed as shall equal
$5,000 for each number assigned to it and so selected. If a Bond is to be
redeemed only in part, it shall be surrendered to the Bond Registrar (with, if
the Issuer or Bond Registrar so requires, a written instrument of transfer in
form satisfactory to the Issuer and Bond Registrar duly executed by the Holder
thereof or the Holder's attorney duly authorized in writing),and the Issuer
shall execute (if necessary) and the Bond Registrar shall authenticate and
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deliver to the Holder of such Bond, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and
of any authorized denomination or denominations, as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
Issuance; Purpose. This Bond is one of an issue in the total
principal amount of $ all of like date of original issue and
tenor, except as to number, maturity, interest rate, redemption privilege and
denomination, which Bond has been issued pursuant to andin full conformity
with the Constitution and laws of the State of Minnesota, including Minnesota
Statutes, Section 469.178 and Chapter 475 and pursuant.to a resolution adopted
by the Common Council of the Issuer on April 27, 1993 (the "Resolution "), to
refund certain outstanding general obligation tax increment bonds of the
Issuer. The Bonds are payable primarily from tax increments from tax
increment financing districts established by the Issuer or the Housing and
Redevelopment Authority of Edina which have been pledged to the payment of the
Bonds by the Resolution. In addition, for the full and prompt payment of the
principal of and interest on the Bonds as the same become due, the full faith,
credit and taxing power of the Issuer have been and are irrevocably pledged.
Denominations: Exchange: Resolution. The Bonds are issuable solely
as fully registered bonds in the denominations of $5,000 and integral
multiples thereof of a single maturity and are exchangeable for fully
registered Bonds of other authorized denominations in equal aggregate
principal amounts at the principal office of the Bond Registrar, but only in
the manner and subject to the limitations provided in the Resolution.
Reference is hereby made to the Resolution for a description of the rights and
duties of the Bond Registrar. Copies of the Resolution are on file in the
principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by
the Holder's attorney duly authorized in writing at the principal office of
the Bond Registrar upon presentation and surrender hereof to the Bond
Registrar, all subject.to the -terms and conditions provided in the Resolution
and to reasonable regulations of the Issuer contained in any agreement with
the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar
shall authenticate and deliver, in exchange for this Bond, one or -more new
fully registered Bonds in the name of the transferee (but not registered in
blank or to "bearer" or similar designation), of an authorized denomination or
denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection with the transfer or exchange of this Bond and any legal or unusual
costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may
treat the person in whose name this Bond is registered as the owner hereof for
the purpose of receiving payment as herein provided and for all other
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purposes, whether or not this Bond shall be overdue, and neither the Issuer
nor the Bond Registrar shall be affected by.notice to the contrary.
p„rhentication. This Bond shall not be valid or become obligatory
for any purpose or be entitled to any security unless the Certificate of
Authentication hereon shall have been executed by the Bond Registrar.
Not Qualified Tax - Exempt Obligations. The Bonds have not been
designated by the Issuer as "qualified tax - exempt obligations" for purposes
of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Bond, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above
list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and
transfers unto
the within Bond and does hereby irrevocably constitute and appoint
attorney to
transfer the Bond on the books kept for the registration thereof, with full
power of substitution in the. premises.
Dated:
Notice: The assignor's signature to this
- -- -
assignment must correspond- with- the name as
it appears upon the face of,the within Bond
in every particular, without alteration or
any change whatever. Signature(s) must be
guaranteed by a national bank or trust
company or by a brokerage firm having a
membership in one of the major stock
exchanges.
Signature Guaranteed:
Please insert social security or other
identifying number of assignee:
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