Loading...
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 -7- 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 -10- (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 -11'- 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 -12- 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. -13- 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. -14- 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. -15- 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. -16- 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 A -4 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 A -5 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. A -7 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: A -8 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. B -1 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 B -2 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 B -3 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 B -4 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. B -5 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: B -6