Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
1-28-91 agenda
3 CITY OF RICHFIELD, MINNESOTA Council Letter No. 26 Agenda January 28, 1991 Issue Statement• Certificate of Achievement for Excellence in Financial Reporting awarded by the Government Finance Officers Association (GFOA). Background• The City was recently notified that its Comprehensive Annual Financial Report for the fiscal year ended December 31, 1989 qualifies for a Certificate of Achievement for Excellence in Financial Reporting. The Certificate of Achievement is the highest forn of recognition in governmental accounting and financial reporting and its attainment represents a significant accomplishment by government and its management. The GFOA, which is responsible for presenting the certification, is a non-profit professional association serving 9,500 government finance professionals. The association provides a variety of technical publications in various fields of government finance and. represents the public finance community in Washington, D.C. The specific Comprehensive Annual Financial Report was fudged by an impartial panel to meet the high standards of the program established by GFOA, including demonstrating a constructive spirit of full disclosure effort to clearly communicate its financial story and motivate potential persons and users to read the financial report. When a Certificate of Achievement is awarded to a government, an award of Financial Reporting Achievement is also given to the individual designated as primarily responsible for having earned the certificate. This award of Financial Reporting Achievement has been presented to Jean Mitchell, the Finance Manager. Additionally, Richfield earned the Achievement (fornerly a Certificate annual financial reporting for the GFOA Certificate of of Confornance) for its years: 1976 1985 ~` 1978 1986 1981 1987 1982 1988 1984 Thus, for the City of Richfield and Finance Manager, Jean Mitchell, this represents the eighth time since 1980 that the prestigious. award has been attained. Recommended Motion: It is recommended that the City Council present the Certificate of Achievement for Financial Reporting to Jean Mitchell, Finance Manager, on behalf of the Government Finance Officers Association. 3-i ~' Basis of Recommendation: 1. The City has been notified by the GFOA that the certificate has been attained and that presentation to Jean Mitchell would be appropriate. 2. The City Council wishes to take such opportunities to recognize achievement of City staff, especially at a public forum such as the Council meeting. Alt ernative Recommendation: 1. The City could accept the award and make no mention of it at the meeting. Discussion/Decision Mode: Action on this item is suggested for January 28, 1991. Ci JDP:cak ly submitted, ..Prosser CITY OF RICHFIELD, MINNESOTA Council Letter No. 27 Agenda January 28, 1991 Issue Statement: Receipt of the Award of Merit for accident reduction from the National Safety Council. Background: Each year the City through its Personnel .Manager collects and submits accident data from the City of Richfield to the National Safety Council. The National Safety Council compiles similar accident data for communities throughout the United States. In addition, the National Safety Council establishes standards for excellence in safety. Based on the data submitted for Richfield for the year 1989, the City of Richfield has been awarded the Award of Merit. The award to Richfield was based upon a 67$ decrease in unit incidence rates from the past three years, and a 53$ decrease in lost days away from work for the same comparison period. The Personnel Manager, Melanie Ault, is also the Safety Coordinator for the City. Both Ms. Ault and the City's Employee Safety Committee play key roles in ensuring that the City's work f environment is as safe as possible. They, along-with the City's many safety conscious employees, deserve credit for attainment of this award. Recommended Motion: Present the Award of Merit for accident reduction to Personnel Manager, Melanie Ault, and John Heddle, Chair of the Safety Committee, on behalf of the City. Basis of Recommendation: 1. The City has been notified by the National Safety Council that the Award of Merit has been attained and presented to the City. 2. In the past, the City Council has wished to take such opportunities to recognize achievement of City staff, especially at a public forum such as the Council meeting. Alternative Recommendation: 1. The City could accept the award and make no mention of it at the meeting. 2. The award could be scheduled for a future meeting. u-i Discussion/Decision Mode: Action on this item is suggested for January 28, 1991. Respectfully submitted, Jame Prosser City Manager JDP:cak RECEIVED 0 C7 t 5 1~yu f Nations! Safet CO~lIfC%~ • 444 N. Michi en Ave. hi ~~~ Y g . C cago,111.60611 EVALUATION OF OCCUPATIONAL INIURY AND ILLNESS INCIDENCE RATES ~343'2/J~G1/5 C:TY 3r" R?CHF_~~D ;.3=STY CJORDINa'OR ~'J ?J~TLaNJ AVi:~VUE SOUTy ~t:,;HF::iD ;'II'~`1 55~~3 UNIT EVALUATED: CITY 3F 2IC~iFi:!_D ~tN '~UWICiPAL GOVT The Annual Summary of Ckcupotionol Injuries and Illnesses sent to the National Safety Council for the above unit has been evaluated in accordance with the procedure set forth in the Council': Award Plan for Recognizing Good Occupational Safety Records. The results of that evaluation ore listed below: INCIDENCE RATES Deaths and cases goys involving days owoy owoy from wo-k from work 1. Unit incidence rotes for 1 •~ ~ ~ 1.7 4 33 2. Unit incidence rotes for 3 prior years 4. 5 2 .i? 3, G=`l~~.i: GO'JciiJM~YTr NBC industry 3•?3 ~7 rotes for 1 X30-1 98g ~. PAR Rotes ('h the sum of lines Z and S) S . ~ 3 77 S. Percent this units 1 ~ 3 ~ rotes changed from PAR ~ b' X - :3 6. Percent better then PAR required Award o f Merit . - 3 2 ti _ 1 J ;~ for this unit to achieve the Award of Honor - 7~^ 3JZ 7. •• If asterisks ore shown for Award of Merit and Award of Honor on line 6, this means the requirements are not appropriate for this unit, which earned the Award indicated .below for operating without a death or case involving days owoy from work for employee hours from to AWARD EARNED ;;~ If on oword is indicated below, it has been earned on the basis of a comparison with PAR os shown on lines S and 6, or on the basis of the perfect record shown on line 7 if the PAR comparison is noted os not being oppro- priote. If the roquiremsnts for on oword hove not been met, this is indicated below in the box at the right. A copy of the oword plan is available on request. C1 D ~ i 0 ~ C AWARC ~F AWARD OF AWgRD OF PRESIDENT'S NO AWARD HCNOR MERIT COMMENDATION CITATION EARNED If on award has been earned, it will be ordered on the basis of the oword inscription form which was o part of the Annual Summary of Occupational Injuries and Illnesses from which this evaluation was mode. If you hove not already received your award delivery will be mode in about four weeks. :. ~A CITY OF RICHFIELD, .MINNESOTA Council Letter No. 28 Agenda January 28, 1991 Issue Statement: Purchase in excess of 55,000 for a refurbished 125 db siren to replace an existing 110 db siren at 6316 - 1st Avenue. Background: During 1990, the Emergency Services Division of the Public Safety Department began a three-phased, systematic plan to reduce the total number of warning sirens in the City from eighteen to six. This reduction in the number of sirens. should prove very cost effective in reducing maintenance and replacement costs. Having completed two of the phases during 1990, the third and final phase of this plan requires the purchase of a 125 db siren to replace a smaller db siren at 6316 - 1st Avenue. This increased coverage allows for .the disconnection and ultimate sale of the final three low decibel sirens, and completes the plan. After receiving proposals, a refurbished .125 db siren with anew siren warranty has been offered in a proposal for 55,755 from one of the vendors. This refurbished siren would save approximately 52,000 over the cost of 8 new siren. The 1991 budget (4150-1560) provides $16,000 in funds for the completion of this project. Recommended Motfon: Approve the purchase of the refurbished 125 db siren in the sum of 55,755 to complete the project. Basis of .Recommendation: The funds have been approved for this final phase of the project in the 1991 budget. Alternative Recommendation: None. Discussion/Decision Mode: Staff is requesting authorization at this time. y-submitted, James m Prosser City ager JDP/was to CITY OF RICHFIELD, MINNESOTA Council Letter No. 29 Agenda January 28, 1991 i' Issue Statement: Adoption of a resolution authorizing the Mayor and City Manager to enter into agreements with residential waste/recyclables collectors for curbside collection of source separated recyclables. Background: Richfield currently participates in Hennepin County's recycling grants program, which provides up to 80$ reimbursement for eligible recycling expenses. The remaining 20$ comes mostly from waste hauler license fees. Richfield residents pay into the County recycling grants .fund through waste disposal tipping fees passed on to them by garbage haulers. Haulers provide recyclables collection service for their. customers in addition to, and separate from, trash collection. Agreements with recycling service providers are necessary in order to receive funding from Hennepin County. The proposed agreement would reimburse haulers 51.65/household/month and the term of the proposed agreement would be January 1,.1991 - December 31, 1991. As part of this agreement, haulers will be required to collect plastic bottles from their customers starting on or before March 1, 1991; in addition to newspapers and newspaper advertising inserts, cans, glass bars and bottles, and corrugated cardboard. Recommended Motion: Adopt the attached Resolution, authorizing the Mayor and City Manager to enter agreements with residential waste haulers. Basis of Recommendation: 1. County recycling monies can only be distributed to residential garbage haulers through the cities. 2. Hennepin County requires cities to have agreements with recyclables collectors in order to receive reimbursement for collection expenses. Alternative Recommendation: Council may choose not to enter into agreements with the haulers; however, without a reimbursement to haulers, Richfield residents would pay more for trash collection service and the city would not be taking full advantage of the County's grant program. ~8-- I Discussion/Decision Mode: Adopting the resolution at this continue to provide recyclables residents. time will allow haulers to collection service to Richfield Respectf ly submitted, James Prosser City. ager JDP/reb ~~-~ RESOLUTION N0. RESOLUTION AUTHORIZING THE MAYOR AND CITY MANAGER TO ENTER INTO AGREEMENTS WITH RESIDENTIAL WASTE HAULERS FOR COLLECTION OF SOURCE SEPARATED RECYCLABLES WHEREAS, The City of Richfield will continue to participate in Hennepin County's recycling grants program as long as the county continues to subsidize these programs and as long as Richfield residents must pay into. the recycling fund; and WHEREAS, The City relies on private residential waste haulers to collect recyclables; and WHEREAS, Agreements with recycling service providers are necessary in order to receive funding from Hennepin County; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Richfield, that: 1. The Mayor and City Manager be authorized to enter into Agreements with residential waste haulers for curbside collection of source separated recyclables; and 2. The Agreement will apply to services rendered from January 1, 1991 to December 31, 1991. Passed by the City Council of the City of Richfield this 28th. day of January, 1991. Martin J. Kirsch, Mayor ATTEST: Thomas P. Ferber, City Clerk tD CITY OF RICHFIELD, MINNESOTA Council Letter No. 30 Agenda January 28, 1991 Issue Statement• Purchase in excess of $5,000 for the 1990 Minnesota Department of Natural Resources (DNR) Water Appropriation Permit. Backaround• The City Council policy resolution on purchasing provides that when the purchase of merchandise, materials, equipment or construction exceeds the amount of $5,000, authority to purchase shall be submitted to the City Council for consideration. Minnesota state law requires the City of Richfield to purchase a Water Appropriation Permit yearly to allow the extraction of water from seven deep wells for city use.. Until recently, the permit was a flat fee; however, the legislature changed the requirements for the permit in 1990. The fee is now based on water usage, and a total of 1,323 million gallons was pumped from city wells in 1990. The fee for the permit increased .from 51,875 for 1989 to 55,953.50 for 1990, an increase of 54,078.50. -- Recommended Motion: Approve a 1991 Purchase Order Natural Resources for the 1990 amount of $5,953.50. to the Minnesota Department of Water Appropriation Permit in the Basis of Recommendation: 1. The Water Appropriation Permit is required by Minnesota State Law. 2. There is sufficient funding allocated in the 1991 Water Maintenance budget for the permit. Alternative Recommendation: None.. ,' Discussion/Decision Mode: Staff requests approval at the January 28, 1991 Council meeting. Respectfully submitted, Jame Prosser City anager JDP/reb (~D CITY OF RICHFIELD, MINNESOTA Council Letter No. 31 Agenda January 28, 1991 Issue Statement: Adoption of a Resolution authorizing submittal of Richfield's 1991 Grant Application for Municipal Source Separated Recyclables to Hennepin County. Background: As 8 requisite for participation in Hennepin County's curbside recycling grants program, cities are required to submit formal applications for funding to the County. Historically, Richfield has participated in the County's funding program, which residents contribute to financially through garbage collection fees and which provides up to 80$ reimbursement for eligible recycling expenses. The remaining 20$ comes mostly from hauler license fees. In 1991, these expenses will exceed 5300,000. As a provision of the 1991 County grant guidelines, cities are required to prepare an in-house waste reduction plan for submittal to the County no later than April 1. Such a plan must include: r - An analysis of current waste reduction activities conducted within City offices; ~~ - A proposal for additional waste reduction activities; - Where possible, tonnage or volume information of materials reduced through current waste reduction activities; - Roles and responsibilities of municipal employees in planning and implementing the program; and - A plan for educating employees about the program Staff is asking for Council approval to prepare such a plan, and for approval to submit to the County the City's 1991 application for County recycling funds. ,: ~tecommended Motion: Authorize staff to: (1) submit to Hennepin County the City of Richfield's 1991 application for funding under the County's Municipal. Source Separated Recyclables Program;_ and (2) prepare a solid waste source reduction plan for City offices per County grant guidelines. Basis of Recoa~aendation: 1. County approval of our recycling grant is contingent on formal, prior approval of the grant application by the City Council. 2. County funds will not be distributed to the City until our grant application is approved by the County, and until the City has prepared a waste reduction plan for City offices. (~D-I Alternative Recommendation: Council may choose to delay approval at this time will and the haulers. a decision on this issue; however, facilitate timely payments to the City Discussion/Decision Mode: Staff is requesting approval at the January 28, 1991 Council meeting. Respe tf ly submitted, Jame Prosser Cit nager JDP/eb-d t~ o -~- RESOLUTION N0. RESOLUTION AUTHORIZING THE SUBMITTAL OF THE 1991 HENNEPIN COUNTY GRANT APPLICATION FOR MUNICIPAL SOURCE SEPARATED RECYCLABLES WHEREAS, Pursuant to Minnesota Statute 115A.551, by December 31, 1993, each county in the metropolitan area will have as a goal to recycle a minimum of 35$ by weight of total solid waste generation, and each county must develop and implement or require political subdivisions within the county to develop and implement programs, practices, or methods designed to meet its recycling goal; and WHEREAS, Pursuant to Minnesota Statute 11SA.552, counties shall ensure that residents have an opportunity to recycle; and WHEREAS, Hennepin County Ordinance 13 requires each city to implement a recycling program to enable the County to meet its recycling goals; and WHEREAS, the .County has adopted a Hennepin County Funding Assistance Policy for Source Separated Recyclables on September 11, 1990, to distribute funds to cities for the development and implementation of waste reduction and recycling programs; and WHEREAS, to be eligible to receive these County funds, cities must meet the requirements set forth in the "funding policy"; and WHEREAS, the City desires to receive these County funds; NOW, THEREFORE, BE IT RESOLVED, that the City Council authorizes the submittal of the 1991 Hennepin County Grant application for Municipal Source Separated Recyclables; BE IT FURTHER RESOLVED, that as a condition to receive funds under the Hennepin County Funding Assistance Policy, 1) the City agrees to prepare and implement a waste reduction plan for City offices as committed to by its submission of the 1991 Hennepin County Recycling Grant Application and 2) the City agrees to use such County funds for the limited purpose of implementing the City of Richfield's city wide waste reduction and recycling program. Passed by the City Council of the City of Richfield this 28th day of January, 1991. Martin J. Kirsch, Mayor ATTEST: Thomas P. Ferber, City Clerk CITY OF RICHFIELD, MINNESOTA Council Letter No. 32 Agenda January 28, 1.991 Issue Statement: Consider amendments to the ordinance providing for the licensing and regulation of pawnshops and secondhand goods dealers. Backoround• A public hearing was held to consider second reading of this ordinance January 14, 1991. The Council tentatively approved the ordinance providing that the Department of Public Safety address concerns raised at the hearing and present appropriate solutions and/or ordinance amendments at the January 28th Council meeting. Changes made at the January 14 meeting included a 60 day redemption period for pawned merchandise, an increase from 18 to 21 in the minimum age of a person who may sell or pawn secondhand goods, and additional language to section 1186.09 specifying. the amount of the surety bond to be $1,500. In response to concerns raised at the .public hearing regarding the trading of coins and bullion, it is proposed that the language contained in State Statute 325F.732 be adopted by reference. This section provides for the exemption of certain transactions from the regulations governing precious metals dealers in the state. Exempted transactions include the following: • Transactions .involving coins, bullion. and film;. • Transactions at the wholesale level between State licensed precious metals dealers; • Transactions involving the purchase of scrap precious metals from an industrial manufacturer; • Certain investment transactions regulated by other state laws; • Transactions involving antiques where the purchase of precious metal items is incidental to and not the primary business and where such transactions do not exceed a total of $2,500 in any consecutive 12 month period. These recommended exemptions can be adopted by adding paragraph (i) to Section 1186.03. Three other amendments to the ordinance, recommended since the public hearing, are: 1. Anew paragraph (f) was added to Section 1186.23, Subd. 1, requiring the seller's signature be included in the pawnbroker or secondhand goods dealer's records for each item received. This will help to document cases involving stolen goods and was recommended by the local pawnshop operator. 2. The minimum age for license eligibility was raised from 18 to 21 in Section 1186.17, Subd. 1, para. (b). This change is consistent with the previous change in the minimum age for pawning or selling secondhand goods. -~- ~ 3. The daily reporting requirement set forth in 1186.25, Subd. 1, was changed to "on demand". Public Safety will work with each merchant affected by this ordinance to establish a reporting schedule that is realistic and appropriate. Once or twice a week may be adequate for the purposes of this ordinance. If the ambiguity of the proposed language causes problems in the future, an ordinance amendment will be developed to provide clarity. Rec ommended Motion: 1. Reopen the public hearing for the second reading of an ordinance providing for licensing and regulation of pawnshops and secondhand goods dealers for the purpose of acting on the proposed friendly amendments. 2. Approve the attached resolution setting license and investigation fees for pawnshops and secondhand goods dealers. Basis for Recommendation: 1. The proposed amendments directly address and satisfy concerns raised by local merchants at the January 14 public hearing. 2. The change to 1186.17(b) makes the minimum age requirement for holding a pawnbroker or secondhand goods dealer license ~- consistent with the minimum age for pawning or selling secondhand goods under Section 1186.37. ~~ 3. Changing the reporting requirement for received merchandise from daily to "on-demand" provides the Department of Public Safety with flexibility to work out a realistic and appropriate reporting schedule with local merchants. Alternative Recommendations: 1. Recommend alternate changes in the proposed ordinance. Discussion/Decision Mode: Reopen the public hearing for the second reading of an ordinance providing for the licensing and regulation of pawnshops and secondhand goods dealers for the purpose of considering friendly amendments. Also, license fees need to be set by acting on the attached resolution which will amend Appendix C of the City Code. Resp tfully submitted, Ja D. Prosser City Manager JDP/SW:lmv o~- Richfield City Code ~ 1186.00 1186.01. Definitions. l~or purposes of this section the terms defined in this subsection have the meanings given them. 1. "Pawnbroker" means a person who loans money on deposit or pledge of personal property, or other valuable thing, or who deals in the purchasing of personal property or other valuable thing on condition of selling the same back again at a stipulated price, or who loans money secured by chattel mortgage on personal property, taking possession of the property or any part thereof so mortgaged. Z. "Secondhand goods dealer" means a pezson engaged in the business of selling or receiving tangible personal property (excluding motor vehicles) previously used, rented, owned or leased. 1186.03. ~cemfltions. Subdivision 1. This section does not apply to or include the following: (a) the sale of secondhand goods where all of the following conditions are present: (1) the sale is held on property principally occupied as a dwelling by the seller, or owned, rented or leased by a charitable or political organisation; (2) the items offered for eels are owned by the occupant] (3) the sale is not held for more than 4 days in any 7 day period] (4) not more than three sales are held either by the saaw person or on the same property in any twelve month period] and (5) none of the items offered for eels have been purchased for resale or received on consignment for the purchase of resale. (b) sales of motor vehicles by a person licensed ender Section 1155 as an auto dealer] (c) Secondhand goods dealers that do not receive or rill any of the followings ' (1) items with a serial Humber, "operation identification' symbol or number, or other identification number] ( 2 ) cameras t (3) electronic equipment, including but not limited to audio equipment, video equipment, computers and computer related equipment] (4) precious jewelry or gems, and precious metals ~;ncludina flrecioue scrap metalsl= (5) artist-signed or artist-attributed works of art] (6) guns] (d) the sale of goods at an auction held by a licensed auctioneer] (e) the business of buying or selling only those secondhand goods taken as part or full payment for new gooda,.and where such business i• incidental to and not the primary business; Richfield City Code `7_3 1286.00 (f) a bulk sal• of property from a merchant, manufacturer or wholesaler having an established place of business or of goods sold at open sal• from bankrupt stock] (q) salsa made by public officials in discharge of their official duties] or F (h) sales made by assignees or receiver appointed in this state to make sales for the benefit of creditors. 1i1 flrecious metals transactions 'listed in •ta •*•*~+~. section ~25F.732. •ubd. 2. 1186.05. License Required. Subdivision 1. Secondhand Goods Dealer. No person may engage in the business of •econdhand goods dealer without first obtaining a secondhand goods dealer license. Subd. 2. Pawnbroker. No person may conduct, operate or engage in the busines• of pawnbroker without having first obtained a license. Subd. 3. Separate Licenses Required. I- pawnbroker may not conduct, operate or engage in the busines• of secondhand goods dealer without having obtained a secondhand goods dealer license in addition to a pawnbroker license. A secondhand goods dealer may not conduct, operate or engage in the business of pawnbroker without having obtained a pawnbroker license in addition to a secondhand goods dealer license. 1186.07. License Fee. Subdivision 1. Secondhand goods. The annual license fee for a •econdhand goods dealer i• set by appendix D. 1186.09. Bond.. 11 pawnbroker or secondhand goods dealer license will not be issued unless the. applicant files, with the City Clerk, a bond with corporate surety in the amount of 1,500 dollars. The surety bond shall be approved by the city attorney as to form and execution and deposited with the city clerk. The bond shall be kept in full force and effect throughout the license-period and shall be conditioned as follows: Subd. 2. Pawnbroker. The annual license fee for pawnbroker is set by appendix D. (a) the licensee shall obey the laws relating to ttu licensed business] (b) the licensee shall pay to the city, when, due all taxes, license fees, penalties and other charges provided by law] and (c) in the event of violation of any law relating to the business for which the license has been granted, the bond sball be forfeited to the city. 1186.11.. Investigations. Subdivision 1. Prior to the granting of an initial or renewed pawnbroker or secondhand goods dealer license the Department of Public 6afety must conduct a background and financial investigation of the applicant. 11ny person having a beneficial interest in the license mutt be investigated. The investigation shall be conducted by the Department of Public Safety and the results reported to the City Council. Subd. 2. Investigation Fee. The fee charged by the City Clerk to an applicant for the costs of investigation is set by appendix D. 1186.13. Pstblic bearing. 11 pawnbroker or secondhand goods dealer license will not be issued or renewed without a public hearing. 11ny parson having an interest in or who will be affected by the proposed license will be permitted to testify at the hearing. The public hearing must be preceded by at least Richfield City Code ~-~ 1186.00 ten days' published notice specifying th• location of the proposed licensed business premises. 1186.15. Crantino of License. 1-fter review of the license application, investigation report and public hearing, the City Council may grant or refuse, for one or more of the reasons set forth in Section 1186.19 , the application for a new or renewed pawnbroker or secondhand goods dealer license. l1 license will not be effective unless the application fee and bond have been tiled with the City Clerk. 1186.17. Persona Ineligible for License. Subdivision 1. 11 pawnbroker or secondhand goods dealer license will not be issued tos (a) a person not a citisen of the United States or a resident alien; (b) a person under ~8 ~ yearn of age; (c) a person who has been convicted of any state or federal law relating to receiving stolen property, sale of stolen property or controlled substance, burglary, robbery, theft, damage or trespass to property, operation of a business, or any law or ordinance regulating the businea• of pawnbroker or secondhand goods dealer; (d) a person who within five years of the license application date had a pawnbroker or secondhand goods dealer license revoked; (e) a person whom the City Council determines not to be of sufficient good moral character and repute. Subd. 2. 71 pawnbroker or secondhand goods dealer license will not be issued to any partnership or corporation if such applicant has a partner, ~'" managing partner, manager, proprietor, or agent who do not sleet the standards set forth in 8ubd. 1. (a)-(e) of this section. 1186.19. S,icense Denial Susoensien er Revocation. !~ license under Lhis Section. may be denied, suspended or revoked by the Council, after an investigation and public hearing where the licensee is granted the opportunity to be heard, for one or more of the following reaaonss (a} the operating of the business is in conflict with any provision of this Code; (b) the operation of the businea• is in conflict with any health, tire, building, building maintenance, soninq, or any other applicable Codes or laws; (c) the applicant, licensee or the business premises fails to conform with the standards for license application contained in this section.; ' (d) the applicant or licensee has failed to caeaply with one or Dore provisions of this Section or any statute, rule or ordinance pertaining to the butinesaea of pawnbroker or secondhand goods dealer; (e) fraud, misrepresentation or bribery in securing a license; (f) fraud, misrepresentation or false statements made in the course of the applicant's business; (g) the applicant or licensee has been convicted of any state or federal law relating to receiving stolen property, sale of stolen property or controlled substance, burglary, robbery, theft, damage or trespass to property, operation of a business, or any law or ordinance regulating the business of pawnbroker or secondhand goods dealer. Richfield City Code ~ _5 1186.00 (h) issuance or renewal of the licinae would adversely affect public health, safety or welfare. 1186.21. License Limitations. 1~ license will be issued to the applicant only and only for the businoss premises as described in the application. The license i• effective only for the premises specified in the approved license application. 1186.23. c de. Subdivision 1. !~ licensed secondhand goods dealer and pawnbroker, at the time of receipt of an item, must immediately record the following information: (a) an accurate description of the item including, but not limited to, any trademark, identification number, serial number, model number, brand name, or other identifying mark on such item; (b) the purchase price; (c) date, time and place of receipt; (d) name, address, phone number and date of birth of the person from whom the item was received; (e) the identification number from any of the following forms of identification of the seller: (1) valid picture driver's license; (2) official state picture identification. Subd. 2. Thy books a• well as the goods received must be open for inspection by the police department at reasonable times. Records required by this subsection must be stored and maintained by the licensee for a period of at least three yearn. 1186.25. Daily Reoor e. Subdivision 1. 1-or the following items, regardless of resale price, a secondhand goods dealer or pawnbroker must complete report forms and send the forms Public Safetys ~}'~'-mod to the Department of (a) items with a serial number, operation identification symbol or somber, or other identification Humber; (b) cameras; (c) electronic equipment, including but not limited to audio equipment, video equipment, computer and computer related equipment; I (d) precious j~wslry or gems, and precious metals, ~e}ed#ez l includ no crecioue •cran eat ~ t e ~ ; 4-~ee~e (e) artist-signed or artist-attributed works of art; (f) guns; and laundry applian ~s i whi he the s condhand goodi deal•ri intendsd toi s 11 for more than $200. ~ Subd. 2 The Aaf-}~-report form design must be approved by the Department of Public Safety and must contain the all of the information required in section 1186.23. subd. 1.(a)-(e). Richfield City Code 1186.27. Stolen Goods. 1- licensed pawnbroker must report to-the police any article pledged or pledged or received, if the licensee has reason was stolen or lost. ~-cam 1186.00 or secondhand goods dealer received, or sought to be to believe that the article 1186.29. Holding. 11n item received by a secondhand goods dealer or pawnbroker, for which a report to the. police is required, may not be sold or otherwise transferred or, in the case of jewelry and precious metals, melted down or dismantled for a period of 12 days after the date of such report to the police. However, an individual may redeem an item pawned 72 hours after the item was received on deposit, excluding Sundays and legal holidays. 1186.31. Receict. Subdivision 1. h licensed secondhand goods dealer or pawnbroker must provide a receipt to the seller or consignor of any items which includes: (a) the address and phone number of the licensee's business] (b) the datel (c) a description of the item purchased) and (d) the purchaser's signature. 1186.33. Redemotion Period. 11 person who pawns an item shall have at least 60 day to redeem the item before it is sold. 1186.35. Police Orders. if a police officer notifies a dealer not to sell an item, the item may not be sold, redeemed, or removed from the licensed premises until authorised to be released by the Richfield Department of Public Safety. 1186.37. prohibited acts. Subdivision 1. Minimum l~ae. R person under the age of 21 years may not sell or consign, or attempt to sell or consign, goods with a secondhand goods dealer or pawnbroker. 11 secondhand-goods dealer or pawnbroker may not purchase or receive goods from a person under 21 years of age. Subd. 2. others. l1 secondhand goods dealer or pawnbroker may not receive any goods from a person of unsound mind or an intoxicated parson. Subd. 3. Identification. A e~condhand goods dealer or pawnbroker may not receive goods, unless the seller presents identification in the form of a valid picture driver's license or official Mate photo identification. 1186.39. Inavections. 11ny person licensed under the provisions of this ~., chapter shall, at all times during the term of said license, allow the inspector or officers of the Richfield Department-of Public Safety to enter the premises where said license is carrying on •uch business, for the purpose of inspecting •uch premises and inspecting Lhe goods, wares and merchandise therein for the purpose of locating goods suspected or alleged to have been stolen or otherwise improperly disposed of. ~~ RESOLUTION N0. z RESOLUTION AMENDING CERTAIN PROVISIONS OF RESOLUTION 7697 ENTITLED "RESOLUTION ESTABLISHING 1991 LICENSE, PERMIT AND MISCELLANEOUS FEES PURSUANT TO THE PROVISIONS OF APPENDIX D OF THE ORDINANCE CODE OF THE CITY OF RICHFIELD RESCINDING RESOLUTION N0. 7582" BE IT RESOLVED by the City•Council of the City of Richfield, Minnesota as follows: Section 8 be amended by adding new paragraph 17 to read as follows: Type of Permit Section Qr License Requiring Fee Schedule (17) Pawnbroker and 1186 Secondhand Goods Dealer (e) Pawnbroker $1,200 (1 year) (b) Secondhand Goods Dealer S 300 (1 year) (c) Initial investiga- tion fee (nonrefundable) actual costs in excess of above with total not exceeding Applicant shall deposit $1,200 with City Clerk along with application. Amount in excess of actual investigation costs shall be refunded . 5300 and 51,200. Passed by the City Council of the City of Richfield, Minnesota, this day of 1991. Martin J. Kirsch, Mayor ATTEST: Thomas Ferber, City Clerk 8 CITY OF RICHFIELD, .MINNESOTA Council Letter No. 33 Agenda January 28, 1991 Issue Statement: Approve a temporary 60 day food end 3.2 Non-Intoxicating Malt Liquor license for Paesano's located at 500 East 78th Street in Richfield. Background: In late November of 1990, staff was notified that the ownership of Paesano's would be changing hands with an anticipated transfer date to new owners as of January 1, 1991. At the December 10, 1990 City Council meeting, an extension of the food, wine and 3.2 non-intoxicating malt liquor license was granted to the current owner, Richard Lupu, until January 28, 1991. This extension gave staff an additional amount of time to complete a background investigation on the new owners, Gerald Bser and Robert Helman. Each time the ownership of a restaurant changes hands, Bloomington Health staff meet with the new owners to make an assessment of what equipment may need to be updated, etc. and to ~"~ arrive at a timeframe in which this updating can be accomplished. Due to the amount of work required in this particular ~,` establishment; the process of updating has not progressed as quickly as staff had first anticipated. Staff has also become aware that the anticipated date of sale (January 1, 1991.) has been delayed and the establishment is still owned by Richard Lupu. Gerald Baer and Robert Helman will. remain in a management position of the establishment until all updating has been completed, et which time they will purchase the property and become the new owners. Mr. Baer and Mr. Helman have also communicated to staff that they will not be interested in renewing the wine license with the City and have discontinued selling wine due to poor sales. Mr. Haer and Mr. Helman believe they will be able to complete the updating by the end of March. Recommended Motion• Staff is recommending that a temporary 60 day food and 3.2 Non- Intoxicating Malt Liquor license be issued in the current owners name (Richard Lupu). At the end of the 60 day period, an assessment will be made by staff as to whether all updating needs have been met. If completed, staff will recommend to Council at that time that a permanent license be issued to the new owners. Basis for Recommendation• 1. This will give Mr. Baer and Mr. Helman an additional amount --~ ~ of time in which to complete the equipment updating which must occur. ~~ 2. At the time that that updating has been completed, staff will t recommend that a permanent license be granted under Mr. Baer and Mr. Helman's name. Alternative Recommendation: 1. The Council could decide not to grant a temporary 60 day-food and non-intoxicating malt liquor license to the current owner. This would mean that after the 28th of January and up to the date that the updating can be completed, the restaurant must be closed. Discussion/Decision Mode: A request for the issuance of a temporary 60 day food and 3.2 non-intoxicating malt liquor license in the current owners name is submitted for City Council consideration at this time. Resp lly submitted, Jame .Prosser City ager JDP:bac ~~. --:~:~' CITY OF RICHFIELD, MINNESOTA Council Letter No. 34 Agenda January 28, 1991 Issue Statement: Application for Lawful Gambling License for St. Peters Church, located at 6730 Nicollet Avenue South. Sackgr n On January 23, 1991, the. Church of St. Peters submitted an application for renewal of their lawful gambling license. The application requests renewal for their bingo and pulltab operations. The applicant is proposing to conduct bingo on Tuesday evenings from 7:00 P.M. to 10:00 p.m. and at their annual Fall Festival which will be held on September 14-15, 1991.. The pulltabs would be conducted in conjunction with the bingo operation. The Public Safety Department has conducted the required background investigation and has determined that the. applicant has complied with all requirements. In addition, the gambling manager, Mr. Donald Jarvis, has no known criminal record. Finally, the applicant is requesting that the 5100.00 investigation fee be waived. r% Richfield City Code 1100.13 requires the Public Safety Department ~_.,;~ to review the request for the gambling license and make its review and recommendation to the City Council. Recommended Motion• Staff recommends that the Council pass a resolution approving the gambling .activity requested by the applicant in accordance with Richfield City Code 1100.13, subd. 6. Staff further recommends that the Council waive the investigation fee. Basis of Recommendation• 1. The applicant has complied with the state statutes and city code pertaining to lawful gambling. 2. The applicant has submitted the request within sixty days of the renewal of the license. 3. The applicant has demonstrated that the gambling activity requested is a benefit to the community. Alternative Recommendation• 1. The council could pass a resolution specifically disapproving the renewal request, however, staff has determined that there is no basis for this alternative. Q-1 2. The council could decide to not waive the investigative fee. Discussion/Decision Mode: A request to approve of the renewal of St. Peter's lawful gambling application and a request for waiver of the investigative fee is submitted for City Council consideration at this time. Resp ~lly submitted, l Jame Prosser_ City Hager JDP:baC ~'. -.. q-2 RESOLUTION N0. A RESOLUTION GRANTING APPROVAL FOR THE CHURCH OF ST. PETERS TO CONDUCT LAWFUL GAMBLING WHEREAS, the Church. of St. Peters has submitted an application for renewal of their lawful gambling license; and WHEREAS, the application request renewal for their bingo and pulltab operations; and WHEREAS, Minnesota State Statute Section 349.213 .provides - authority for review of applications by local authorities; and WHEREAS, Section 1100.13 of the Richfield City Code provides for regulation of lawful gambling; and WHEREAS, the Department of Public Safety has completed an investigation of the application and finds the application to be in order; NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council, City of Richfield, Minnesota, as follows: ~~~ 1. That a lawful gambling license be granted to the Church ...~ of St. Peters,. 6730 Nicollet Avenue. 2. That the investigation fee be waived. Passed by the City Council of the City of Richfield, Minnesota this 28th day of January, 1991. Martin J. Kirsch, Mayor Thomas P. Ferber, City Clerk G-3 Richfield City Code 1100.07, Subd. 11 ~ Subd. 11. Intoricatin¢ liouor. No intoxicating liquor may be consumed, ~ sold or be permitted to be consumed or sold on the premises licensed for the enterprise. Provisions of this -code relative to intoxicating and non- intoxicating liquors shall be strictly observed. Subd. 12. Additional conditions. The city, in granting a license to an applicant, may impost additional conditions as may be detmed accessary and to secure the public health, safety, convenience and general welfare. Failure to observe the additional conditions constitute a violation of this subsection. 1100.09. Suspension of license. Upon conviction for • willful violation of subsection 1100.Oi, thr manager may immediately suspend the license of the licensee hereunder. Upon suspension, the director of public safety shall order the licensee or any of his agents or employees to cease the activities in which . they are engaged in connection with the enterprise, and failure to comply with the order constitutes a violation of this aubsectioA. The .suspension is effec- tive until the next meeting of the council, at which time. the council may either continue the suspensior. for a specified period, lift the suspension or revoke the license. Failure to act at the meeting shall result in a lifting of the suspension. A suspension oz revocation is in addition to the penalties provided elsewhere in this code. 1100.11. Itinerant carnivals: state regulation. Nothing contained in this section abrogates or limits the provisions of Minnesota Statutes, section 624.65 or Minnesota Statutes, sections 437.09 to 437.11. . 1100.13. Lawful gamblira. Subdivision 1. Adoption by reference. Minnesota Statutes, chapter 349 relating to charitable gambling sad MCAR 7860 adopted `" pursuant thereto are adopted by reference. Subd. 2. Definitions. The definitions contained in Minnesota Statutes, section 349.12, subdivision 1 are adopted and incorporated by reference sad shall constitute the definitions of those terms as used in this subsection. Subd. 3. License or permit required. Lawful types of gambling shall be permitted but only by organizations which have been issued either a currently valid gambling license issued by the state charitable gambling board, or a permit issued by the city to conduct gambling exempt from licensing under Minnesota Statutes, section 349.214. Subd. 4. Investigation: state license. Upon receipt of notification from the charitable gambling board of the pendency of an application for issuance or renewal of an organization gambling license, the city manager shall tzancmit the notification to the public safety department for its review and recommendation. The public safety department shall investigate the setter sad make its review and recommendation to the- city council as soon as possible, but in no event later than 25 days following receipt of the notification by the city. The applicant shall be notified in writing of the date on which the secommendation will be considered by the city council. q-y Richfield City Code 1100.13, Subd. S Subd. S. Investigation fee. The applicant for an organization gambling license shall pal• to the city an investigation fee as provided in appendix D of this code. The public safety department shall notify the applicant in writing when the fee is due in full, which due date shall be at least five days before the date that the report la to be presented to the city council. Subd. 6. Council action. The city council shall consider the application not later than 25 days after written notification of the application has been seceivcd by the city. The council shall consider the report of the department of public safety, statements from the applicant, and any other information which the council bclieves to be relevant to the application. Thereafter the council shall, by resolution, approve or disapprove of the license. If the investiga- tion fee provided in subdivision 5 of this subsection has not been paid within the time limit provided in such subdivision S, the council may disapprove the license on that basis. Subd. 7. Off premises gambling. The city will disapprove of any applica- tion wherein the applicant seeks to be permitted to conduct gambling on premises which are not: (a) owned or leased by the applicant, and (b) located within the property which constitutes the principal place of business of the applicant. ~`'~ U on the recei t of notification of the p p pendency of any license application before the charitable gambling board requesting such off-premises gambling the ~"~~ clerk shall, in lieu of the provisions contained in subdivisions 4, 5, 6 and 9 of this subsection, transmit a certified copy of subdivision 7 to the charitablc gambling board together with a statement from the city clerk that subdivision 7 is in full force and effect sad that the application is disapproved pursuant to that subdivision. Such action by the city clerk shall constitute the official action of the city. The provisions of this subdivision shall not apply to the sale of raffle tickets. Subd. 8. Reports. As a condition to approval of the license, the council may require that the applicant agrec to promptly furnish the city with copies of all records, reports, accounts and other data which applicant will be rsquired ,_: to submit to the charitable gambling board during the term. of the license. Failure of the applicant to fulfill such requirement may constitute grounds for disapproval of licenses in subsequent years. Subd... 9. Notification to Charitable Gambling• Board. The city manager shall transmit a certified copy of the council resolution to the charitable gambling board. If the council has disapproved the license, the city manager shall take such actions as are reasonably accessary to delives a copy of cuch resolution to the board within 30 days from the date that the city received notice of the license application. A copy of the resolution shall also be provided to the applicant upon request. ~.. ;, ~~ ; ~= F= . ~. 'i s~ 3r9.3I=7 a1NtA. GAMDLtNG DEVICES. AND VIDEO GAMES OF CHANCE q-5 6108 -i (d) If the unlawful expenditure is of more than S2.S00. the person is guilty of a fel- ony. (e) For purposes of this subdivision, expenditura made within asix-month period - may be aggregated and the defendant charged accordingly. '`' Subd. 7. Cbecks for gam¢~ng twrchases. M organization may not accept checks ~: in payment for the purchase otany gambling equipment or for the chance to participate :~ _ in any form of lawful gambling. ,,.. ~: History: 1988 c 719 art 9 s 13; 1989 c 331 art : s 13; ISp1989 c 1 art 1.1 s 16.1'• 1990cS90artls~-!0 349.213 LOCAL ALTTHOl2TTY. ~ ' Subdivision 1. Loaf regnlatioa. (a) A statutory or home rule city or county has the ' authority to adopt more stringent regulation of lawful gambling within iu jurisdiction . including the prohibition of lawful gambling, and may require a permit for the conduct of gambling exempt from licxnsing under section 349.214. The fee for a permit issued under this subdivision may not exceed 5100. The authority granted by this subdivision . does not include the authority to require a license or permit to conduct gambling by _ organizations or sales by distributor licensed by the board. The authority granted by this subdivision does not include the authority to re ui i i q re an organ zat on to make spe- cific expenditura ofmore than ten percent from iu net profiu derived from lawf l g ' u am' bling. For the purposes of this subdivision, net profiu are profiu less amounts expended ~ ' ~ for allowable expenses. A statutory or home rule charter city or a county may not ~ ;,,~- require an organization conducting lawful gambling within its jurisdiction to make an expenditure to the city or county as a condition to operate a+ithin that cit or co • y unty, except as authorized under section 349. l 6, subdivision 4, or 349? 12; provided, how- r s ever, that an ordinance requirement that such organizations must contribute ten pee- cent of their net profiu derived from lawful gambling to a fund ad i i d ... ~ m n stere and t~egtllated by the rapoasible local unit of government without cost to such fund for dis- :r: - l i~ , burxmeat by the raponsible local unit of government of the receipts for lawful pur- = - • poses. is not considered sa expenditure to the city or county nor a tax under section 349.212, and is valid and lawful. ~T ~• (b) A statutory or home rule city or county may by otdiaantx require that a licensed or aauuo d i f . g n con uct ng law ul gambling within iu jurisdiction expend all or ~- -•t,~ a portion of iu expenditures for lawful purposes on lawful purposes conducted or bated within the city's or county's trade area. Such an ordinance must define the city's ' or county s trade area and must specify the percentage of lawful purpose expenditures . ~ which must be expended within the Wade area. A trade area defined by a city under this -_- subdivision must include each aty contiguous to the defining city. - • (c) A more stringent regulation or prohibition of Lwful gambling adopted by a political subdivision under this subdivision must apply equally to all forms of lawful gambling within the jurisdiction of the political subdivision. ~~ • ~tlbd 2. iirosal apptv+aL Befott issuing or renewing a premises permit or bingo hall license, the board must notify the city council of the statutory or home rule city in which ' the organization s premises or the bingo. hall u foaled or, if the premises or hall is located outside a city, the county board of the county and the t w b d f o s oar o the town where the premises or hall is located. The board may require organiutions or bingo halls to notify the appropriate local government at h i f t e t me o application. This required notification is sufficient to constitute the notice required by this subdivision . The board may aoi iuue or renew a premises permit or bingo hall license unless the organiution submits a resolution from the city county or county board approving the premises permit or bingo hall license. The resolution must have been adopted within 60 days of the date of appliation for the new or renewed permit or license . History: 1981 c S02 art !2 s 18.• 1986 c 167 s 2S; 1987 c 327 s 21; 1988 c 70S s 1; 1989 c ?09 art I s 33; 1989 c j34 art 2 s <I,1S; 1989 c 3.15 arc 1 s 220: 1990 c S90 art w Is37 ~o CITY OF RICHFIELD, MINNESOTA Council Letter No. 35 Agenda January 28, 1991 l,,ssue Statement: Purchase of Computer Aided Dispatch end automated records management system for the Public Safety Department. Background• When the City of Richfield bought the Burroughs system in 1985, Public Safety did not purchase a new records system because the few systems available for law enforcement use at the time were extremely expensive and did not meet the Department's needs. Instead, a member of the Police Department wrote programs for a new records system. The system is manageable, but it is not fully integrated, and is labor intensive, requiring a number of different clerical persons to enter data. Within the next year, the State of Minnesota will be implementing a new, National Incident Based Reporting System (NIBRS). All Law Enforcement agencies will be required to send crime data to the State in compliance with NIBRS. This data will be used as a base for the Criminal Justice Information System and the Criminal Justice Records System (CJIS/CJRS). CJIS/CJRS is the data base that Law Enforcement agencies rely upon for criminal records and histories, crime rates and trends etc. ~;,, The effect of NIBRS on Public Safety is that it will, at a ,.. w minimum, double the amount of data required to be sent to the State. This will. double the clerical time necessary for this purpose. The current system cannot interface with the State, and the City does not have the software programs needed to report data from our data base directly to the State's. The proposed new records system will interface with the State system, and automatically transmit the required data, thereby drastically reducing clerical time. In addition to records management considerations, the dispatching function also must be addressed. Prior to September of 1990, Richfield provided dispatching services for the City of Eden Prairie, and received revenues for the service. In September, Eden Prairie went on-line with their own dispatching facility, and no longer needed Richfield's service. The subsequent loss of revenue from Eden Prairie and reduction in calls for service handled by our dispatchers necessitated a reduction. in staffing. levels in the Communications Center. The reduction effected the amount of time a second dispatcher was scheduled to work. With this reduction in personnel, it is highly desirable to have Computer Aided Dispatching (CAD) which will greatly increase Dispatcher efficiency. IG-1 CAD will automatically track officers and calls, provide instant Danger File and other relevant premise information to responding Units, automatically provide motor vehicle information such as stolen confirmations, and automatically download information to the Records System, thereby lessening clerical time. An eighteen month search for a compatible, reliable and affordable system has yielded one system that meets the needs of the City, and is compatible with, and authorized to interface with the State. That system, Bull/Cantus, is available for 563,700. The software program is a professional service, and is not subject to the bid process. The hardware is on State Contract M-7822, and the price reflects a Government System discount of 515,916. Recommended Motion: Approve the purchase of the 8u11/Cantus Computer Aided Dispatch and automated records management system at a price of $63,700 through the Sate contract. Basic fnr lter•nwene.,A~+i..... - -~- i.. YO .ri V.. 1. Computer Aided Dispatching will increase dispatcher effectiveness by providing automated officer tracking and by providing instantaneous vehicle and premise information. This will enhance officer and firefighter safety and effectiveness by providing information such as key holders, danger files, hazardous materials stored on-sight, and medical information on residents. 2. The Public Safety Department is in need of additional clerical staff. State and Federal reporting requirement changes will place additional demands on the clerical staff. The new automated system will ease the clerical shortage and increase clerical efficiency. Projected clerical-hours saved with the new system is at least 40 hours per week. 3. The Bull/Cantus system is the only viable, cost. effective solution to Public Safety's needs. It has a fully integrated records system that is fully integrated with CAD. It is compatible with our current hardware, end will interface with the State system. 4. The Data Processing Fund of the Administrative Services department has budgeted 565,000 for a new CAD and automated records management system for Public Safety. 1~ -Z 5. The purchase will be through a State Contract. The State solicits bids for items it anticipates purchasing,. and selects those vendors whose products best suits it's needs and are available at the best prices. Local governments, are able to purchase these items at the prices quoted for the State. The State of Minnesota bid process typically obtains the lowest prices available. Alternative Recommendation: The Council may choose to deny~the purchase of the Bull/Cantus system. However, an extensive, comprehensive review of other systems indicates the Bull/Cantus is the only viable, cost effective solution to Public Safety's needs. Without the system, the Public Safety recording, dispatching and reporting functions will become increasingly compromised. Discussion/Decision Mode: Bull/Cantus experienced price increases as of January 1, 1991. However, 1990 prices (563,700) were guaranteed through the end of January, 1991. A delay in the purchase will mean an increase of approximately 7$, or 54,459. r"~~- Respec u submitted, -«:i James Prosser City M agar RESOLUTION N0. ~~~ RESOLUTION ACCEPTING CONTRACT FOR COMPUTER HARDWARE AND SOFTWARE AND AUTHORIZATION FOR CITY MANAGER TO EXECUTE AGREEMENT WHEREAS, the Cantus Corporation, in conjunction with Bull Worldwide Information Systems, has computer hardware and software which meets the City's needs for police records and dispatching systems; WHEREAS, the City is eligible to purchase Bull computer hardware from State of Minnesota contract M-7822 which was publicly bid according to Minnesota statues; and WHEREAS, public bidding requirements do not apply to the acquisition of this computer software for the reason that it is in the nature of personal services provided to the City; NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota: 1. That the proposal numbered 90.0712PS, of Cantus Corporation of Bloomington, Minnesota, for computer hardware and ,, software be accepted; and c~' `~+; 2. That the Mayor and City Manager are hereby authorized and `~.,~ directed to enter into a contract for the above mentioned computer hardware and software with Cantus Corporation in the name of the City of Richfield for an amount not to exceed $63,700.00. Passed by the City Council of the City of Richfield, Minnesota this 28th day of January, 1991. Martin J. Kirsch, Mayor ATTEST: Thomas P. Ferber, City Clerk CZTY OF RICHFIELD, MINNESOTA Council Letter No. 36 Agenda January 28, 1991 Issue Statement: Consideration of a resolution approving execution-and delivery of a second supplemental indenture of trust securing commercial development revenue bonds (Corporate Travel Building project) series 1987A and series 19878 and related documents, and reissuance of amended bonds. Backcround: At the December 10, 1990 meeting, the City Council gave approval to documents modifying a remarketing transaction with regard to the time of mandatory repurchase of the bonds of Corporate Travel. It now appears that the bonds are not marketable under the conditions. specified in the agreement. As originally structured, the bonds would have been subject to a mandatory repurchase in 1996.. That repurchase date created a risk that funds would not be available for such a purchase at that time. Additionally, the only credit for the bonds was the obligation of the project owner to pay the bonds ns secured by a mortgage on the project. It is now proposed that the bonds be restructured to increase their marketability. It is proposed that the bonds no longer have the subsequent mandatory repurchase and that Corporate Travel, Twin Cities, Inc. guarantee payment of the ~' bonds.. The partners of the project presently own sixty percent of Corporate Travel. Financial analysis indicates that Corporate `°s.>' Travel is enjoying healthy earnings, therefore the bond underwriters, Miller and Schroeder Financial, believe that the restructuring of the transaction will enable Corporate Travel to successfully remarket the bonds. If the bonds are not remarketed, a default seems virtually certain. It is in the best interests of the City to avoid the default. Recommended Motion: Approval of a resolution authorizing execution and delivery of a second supplemental indenture of trusts securing commercial development revenue refunding bonds (Corporate Travel Building project) series 1987A and series 19878 and related documents, and reissuance of amended bonds. - Basis of Reco®endation: 1. The previous bond offering was not marketable. 2. The bonds have been restructured to improve their marketability. 3. Legal counsel for the City has reviewed the proposed transaction end indicates that nothing in the transaction poses any financial liability or obligation on the City. The bond holders can look only to the company or guarantee for payment. 4. It is appropriate for the .City to assist Corporate Travel in this matter to avoid the potential of a default. Alternative Recommendation: Do not approve the resolution. Discussion/Decision Mode: This matter will be presented at the Council meeting of January 28, 1991 for action. JDP:ds Respe fully submitted, Ja D. Prosser Ci Manager i-2 ~;, DAVID J. KE!~Keu~' Anorne~ at law Dtrect Dial (GI21 337-4_3: January 24, 1991 Mr. James Prosser City hSanager City of Richfield 6700 Portland Avenue Richfield, Minnesota 55423 HOLMES & GRAVEN CHARTERED 47U Pdl~bury Cemer. Minneapoh~. Minne~nta SUU_ 16121337.93W Re: Commercial Development Revenue Refunding Bonds (Corporate Travel Building Project) Series 1987A and Series 1989B Dear Jim: I have reviewed the authorizing resolution and other documents prepared by bond counsel in connection with the above bonds and find that they are in proper form for consideration at the January 28th Council meeting. The Council will recall that at its December 10, 1990 meeting it gave approval to documents modifying the remarketing transaction with regard to the time of mandatory repurchase of the Bonds by the Company. It appears that the Bonds are not marketable under those conditions, but the underwriters, Miller be Schroeder Financial, Inc., feel that the restructuring of'the trasaction proposed by these new documents will enable them to successfully market the Bonds. If the Bonds cannot be remarketed a default seems virtually certain, and it seems to me that the City Council would want to do whatever is reasonably necessary to prevent that. By the way, the background of the transaction and the reasons for it are spelled out in detail in the "Whereas" clauses of the resolution. Nothing in this transaction imposes any financial liability or obligation on the City. The bondholders can look only to the Company or the Guarantor for payment. Yours very truly, HOLMES Q AVEN, CHARTERED By David J. Kennedy DJK:caw I.` LAW OIIIC t! I I LEONARD, STREET AND OEINARD •ROI[ss10NA~ AssOC1ATION ~Or[. lOf.(f rtrT [ flG wf• rlCw.(\ l f(fp( aw.Vr ( YC(ar.TTOr ~Ow[• NffOrt f~C..f0 ~~ rtatrt0 fQ-.rrt r.T r.rtOr J.r[a J fC.l..w0 •.fO100 I~(lC Jf rv6wr r.Tr.f0 i1JITt 2~~Q aw[ff~\ lrV•w r.f.r O(a(w.rT• rKw.fO J QVrr If[0[f~t. r rpfa0 rKw.(l t I..LOO .(f(f [ aC r~rt.• ~utr ~ Nt.t JOrr c .vtwr 1 S O fOUTM II~TM lTRt[T JOwr • 6[ft~rOt0 u.f[rC[ / acw.tr[f •wOr.t 0 r[~rf(f4 Of.0\t. J O~l\.r •wOr.a f Mrptf0 fpr.\O J aCwulTJ rOff~tr aw(fr.w rK.Ka. rt a~tr p0(f. ttalOv~TCr 4f0\Tr. rOlt/~ 6[Of4t f[nl• tutu C N.rO MINNCAPCI.1.:. MINN[SQTA Ss~~2 hrOT w. rt\Cw t.[r(r • \iret r.rw t;r.fltt • O..TOr O.v~0 w w.•r[t 6ftOG J C.v.r.Or aT(v[r J fir Dt~G pw~D w CO. C.fONr CwN rtft Tt LtRNONt 1. i 21 »> ~ ~ S 00 OftOOf. C Ofprr J.r. r .fi( f•L.w(r f Na.Vr .I.rtt Y f0\r aVt.w ^ fOr~r(f JOtwV. J Ur.t4T(O. Gw.f\(t• r.•t fofcf+\ e.r.• IACfIMII[ 1621 ~.~0 ~6ST euf.c t+ftw\Or J.rrpcwufpnw aortal J r0•t tOOr .rGt \. r OOrr.rr KO(f. \utOr rvr • r. tt(r Ot O.Gt r rcavrr~W[ Jf foot f• .....~t r~C..h f COwtr O~Cr..O G •[•~r A J.rtt O Ov\\NO Of.OI[T J 6vr^ rf[OfiC 1 f0f[rOa.•• JOtt .. r r,rat• r.rC• r~a•Otr Ott.[ff OT.Or [ aT.frt l.rfirC(J rgl0 v~f4~w~. t COrt 6[Of0(O \tOr.fO of+t •s.: JOwr w .tfr.r p.•~A r •(\l(• C.T..ffw[ 00lCwL[ .fTwVf l w tTf[[• ~yTT .« . 1Tt~[rC Ot AH•Tt. r...t rt,.= January 23 1990 r,tw(llt. rql[. .[.[O,G. p(,r..D ..... ,«., J.ru f eo.a(• o..=o. u\\[r.Ut , •,ra,.. • r(.(ftor •rOt t oa~r.fo~r•f .fft• f.Tw\[[r r Of. w.r O..~O .. r.Of J[rril(f l ..f. ~ t.t.wtr J p.v~0tOw .rG(u r Crf.fn Ou.l fwt..RO JO jT(.r(Y f l~f r.r r.f. • llr DOf(• rlll~.Y \ Oft(r( N[r( KOT. O..~O C (.aa lOrt\a v aTOf1J aTtr(r \ OC ITOr O.r~ta 0 r0•w t Or.fOr rptfVtaOtf OOv0\.{. OgtrN.6 Kttf w OKrr.r O.ri[l ^ MTOf~vt OOOtfT a[r~t tufOrt taatr 6 l.r.apr r.fC 0 OrMOr • cwr.w. wRITtR'= OIRtCT DIAL NuMltR (612) 335-1542 VIA MESSENGER Mr. James Prosser City Manager City Hall 6700 Portland Avenue Richfield, MN 55423 Re: Corporate Travel Building Dear Mr. Prosser: As you are aware, bonds issued by the City of Richfield for the above-referenced project are required to be purchased by the project owner from existing bondholders on February 1, 1991. The initial effort to provide funds for such purchase by remarketing the bonds to new or existing bondholders was not fully successful in the current market. As originally structured, the bonds would have been subject to another mandatory purchase in 1996 (which recreates a risk that funds would not be available for such purchase at such time). Additionally, the only credit for the bonds was the obligation of the project owner to pay the bonds, as secured by a mortgage on the project. It is now proposed that the bonds be restructured to increase their marketability. Thus, it is proposed that the bonds no longer have a subsequent mandatory purchase and that Corporate Travel - Twin Cities, Inc. ("Corporate Travel") guarantee payment of the bonds. The partners of the project owner presently own 60$ of Corporate Travel. As reflected in the draft of the Remarketing Statement sent to you yesterday, you will note that Corporate Travel is enjoying very healthy earnings. ~ ~ . ~~ Mr. James Prosser January 23, 1991 Page 2 To implement the foregoing, I have enclosed a draft of a proposed Second Supplemental Indenture of Trust, as well as a draft of a City Council Resolution approving such instrument. Finally, I have: enclosed a draft of the Guaranty Agreement proposed to secure the bonds vn and after February 1, 1991. If there are any questions please give me a call. very truly yours, ~~~ ~ -~ ~~~~~ i =~ .. 1 ~ ~~~ t ~ Kent E. Richey KER/lms Encl. cc: Mr. Dave. Kennedy (w/encl) Mr. Chuck Erickson (w/encl) Ms. Susan Thomson (w/encl) ., ~ i-s Draft: 1/22/91 CERTIFICATION OF RESOLUTION The undersigned, as Clerk of the City of Richfield, Minnesota, a political subdivision of the State of Minnesota (the "Issuer") hereby certifies as follows: Attached hereto fs a true and correct copy of a resolution on file and of record in the offices of the Issuer, which resolution was adopted by the City Council of the Issuer on January , 1991 at a meeting duly called, held and open to the public, and at which a quorum was present and acting. throughout. Councilmember moved .the adoption of the attached resolution. Such motion was seconded by Councilmember A _ vote being taken on the motion, the following voted in favor of the resolution: and the following voted against the resolution: The following commissioners were absent: Dated: January , 1991. (Seal) City Clerk RESOLUTION (I- ___ APPROVING EXECUTION AND DELIVERY. OF A .SECOND SUPPLEMENTAL INDENTURE OF TRUST SECURING COMMERCIAL DEVELOPMENT REVENUE REFUNDING BONDS (CORPORATE TRAVEL BUILDING PROJECT) 6ERIES 1987A AND SERIES 19878 AND RELATED DOCUMENTS, AND REISSUANCE OF AMENDED BONDS WHEREAS, the City of Richfield, a political subdivision of the State of Minnesota (the "Issuer") issued its Commercial Development Revenue Refunding Bonds (Corporate Travel Building Project) Series 1987A and Series 1987E fn the aggregate principal amount of $4,755,000 (the "Bonds"~ pursuant to an Indenture of Trust (the "Original Indenture") dated as of December 1, 1987 between the Issuer and First Trust National Association, formerly known as First Trust Company, inc. (the "Trustee"), the proceeds of which were loaned to Dacotah Properties-Richfield, a Minnesota general partnership (the "Company"j to refund certain prior obligations of the Issuer; and WHEREAS, pursuant to the Original Indenture, the Bonds are required to be purchased by the Company for remarketing on February 1, 1991 (the "First Mandatory Purchase Date"),.subject to the rights of current Bondholders to retain their Bonds; and WHEREAS, as a result of a designation by the Company, the Bonds as remarketed on the First Mandatory Purchase Date will be subject to a second mandatory purchase on February 1, 1996 (the "Second Mandatory Purchase Date"); and WHEREAS, after resolution of the City Council of the Issuer on December 10, 1990 approving the same, at the request of the Company,- the Issuer and the Trustee entered into a First Supplemental Indenture of Trust dated as of December 1, 1990 to amend the Original Indenture (as so amended, the "Indenture") to implement the foregoing; and WHEREAS, notice of a mandatory purchase on the First Mandatory Purchase Date and designation of the second Mandatory Purchase Date ~~ was given to holders of the Bonds, and holders ("Electing Holders") of $235,000 principal amount of the Bonds elected to retain their Bonds;. and WHEREAS, the Company has advised the~Issuer and the Trustee that through Miller 8 Schroeder Financial, Inc., as remarketing agent, the Company has been unable to remnrket the Bonds while the Bonds are subject to the Second Mandatory Purchase Date; the Company has further advised the Issuer and the Trustee that without proceeds .from a remarketing of the Bonds, the Company will be unable to fund a mandatory purchase of Bonds on tht First Mandatory Purchase Date, which will thereupon result in an Event of Default - i ~ -~ under the Original Indenture, as amended, permitting the Trustee to declare all Bonds immediately due and owing; and WHEREAS, seeking to effect a successful remarketing of the Bonds to avoid an Event of Default and acceleration of the Bonds, the Company has requested (i) the elimination of the Second Mandatory Purchase Date to .permit fixed rates of interest on the Bonds until maturity, (ii} the elimination of the rights of Electing Holders to retain their Bonds on-the First Mandatory Purchase Date, and (iii) the amendment of the redemption terms of the Bonds; and WHEREAS, to further enhance the remarketing of the Bonds, the Company will secure the Bonds with an unconditional guarantee from an affiliate of the Company, Corporate Travel - Twin Cities, Inc. (the "Guarantor") pursuant to a Guaranty Agreement dated as of - February 1, 1991 between the Guarantor and the Trustee (the "Guaranty Agreement"}; and WHEREAS, the Company has requested the Trustee and Issuer to execute the Second Supplemental Indenture of Trust dated as of January 1, 1991 fn the form attached hereto as Exhibit A (the "Second Supplemental Indenture") which would amend the Indenture to reflect, among other things, the foregoing desired changes; and WHEREAS, although Electing Holders elected to retain their Bonds in accordance with the Indenture, such election was made on ~'•' the assumption of the existence of the Second Mandatory Purchase Date; and V WHEREAS, if an Event of Default should occur due to the failure of the Company to fund a mandatory purchase on the First Mandatory Purchase Date, Bonds of the Electing Holders would become subject to prepayment on cuch date; and WHEREAS, the Electing Holders and all other holders have been given notice of the above-described changes in the terms and security of the Bonds and of their right to purchase the Bonds as remarketed; and - WHEREAS, based on the foregoing and an opinion of Bond Counsel, the proposed amendment of the-Indenture is permitted to be made without Bondholder consent pursuant to Section 801(a) of the Indenture; and WHEREAS, under the Internal Revenue Code of 1986, as amended, the Bonds may be deemed to technically be reissued as a result of the amendments contained in the Second Supplemental-Indenture. NOW, THEREFORE, BE IT RESOLVED for good and valuable consideration, the parties hereto agree as follows: 2 (i-8 1. AcDroval of Documents .and Execution of Second st~~nipmental Indenture. The Guaranty and Second Supplemental Indenture are hereby approved, and the Mayor and City Manager are hereby authorized and directed to execute and deliver the Second Supplemental Indenture upon issuance and delivery of the Amended Bonds as described below. ~. ~. 2. Authorization and Term of Amended Bonds. The Issuer's re-issuance of-the Bonds, as amended by the Second Supplemental Indenture (tha "AmendQd Bonds") is hereby approved upon the terms as shall be set forth in the Indenture as amended by the Second Supplemental indenture (the "Amended Indenture");.provided that (i) the rate of interest on the Bonds shall not exceed ten percent per annum, (ii) the aggregate principal amount of the Series A Bonds (defined in the Amended Indenture) shall equal the lesser of 53,960,000 and the principal. amount of the Series A Bonds outstanding immediately prior to such re-issuance, and (iii) the aggregate principal amount of Series 8 Bonds (as defined in the Amended Indenture) shall equal the lesser of $845,000 and the principal amount of Series B Bonds outstanding immediately prior to such re-issuance. 3. Execution of Bonds. The Mayor and City Manager are hereby authorized and directed to execute the Amended Bonds and to deliver them to the Trustee with instructions to authenticate such bonds for delivery to the Company or its designee(s) on the First Mandatory. Purchase Date in consideration of the exchange or ~ cancellation of all Bonds outstanding upon such delivery to the Company or its designee(s). 4. Additional Instruments and Certificates. The Mayor, City Manager and City Clerk are hereby authorized and directed to execute and deliver such other instruments, consents, affidavits and certificates as may be required to give effect to the foregoing, all of which shall be binding upon the Issuer. 5. Modifications. Absence of Officers. The approvals hereby given to the Amended Bonds and the Second Supplemental Indenture include such changes and modifications thereof as the Mayor and City Manager shall approve, such approval being deemed conclusively ,~ given upon execution of the Amended Bonds or Second Supplemental • Indenture, as the ease may be, by the Mayor and City Manager. In the absence or disability of the Mayor or City Manager, any person duly authorized to act in their stead may so act with respect to the foregoing. . 6. Limitations on City Obligations. Notwithstanding anything contained fn the Amended Bonds or the Second Supplemental Indenture, the Amended Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation, and shall not be payable from nor a charge upon any funds other than the revenues pledged to the payment thereof; and 3 II 4 no holder of Amended Bonds shall ever have the right to compel any exercise of the taxing power of the Issuer to pay the Amended Honds or the premium, if any, or interest thereon, or to enforce the payment thereof against any property of :the Issuer other than against those rights and interests of the Issuer under the Loan Agreement (defined in the Indenture) or in the Funds (defined in the Indenture) to the extent pledged in the Indenture to such payment. Adopted: January , 1991. APPROVED: HY Mayor ATTEST: City Clerk ,.~+.~: ~`. 11S\l:orp\ilesolut ion 4 ~ i - ~o Draft: 1/22/91 =Additions to Prior Draft n=Deletions from Prior-Draft Marked to Show Changes From 1/18/91 Draft SECOND SUPPLEMENTAL INDENTURE OF TRUST THIS SECOND SUPPLEMENTAL INDENTURE OF TRUST, dated as of January 1, 1991, between the City of Richfield, a political subdivision of the State of Minnesota (the "Issuer") and First Trust National Association, a national banking association (the "Trustee"). R E C I T A L S: WHEREAS, the Issuer issued its Commercial Development Revenue Refunding Bonds (Corporate Travel Building Project) Series 1987A and Series 19878 in the aggregate principal amount of $4,755,000 (the "Bonds") pursuant to an Indenture of Trust (the "Original Indenture") dated as of December 1, 1987 between the Issuer and the Trustee (f/k/a First Trust Company, Inc.j, the proceeds of which were loaned to Dacotah Properties-Richfield, a Minnesota general partnership (the "Company") to refund certain prior obligations of the Issuer; and WHEREAS, pursuant to the Original. Indenture, the Bonds are f~-' required to be purchased by the Company for remarketing on February 1, 1991 (the "First Mandatory Purchase Date"), subject to the .~'- rights of current Bondholders to retain their Bonds; and WHEREAS, as a result of a designation by the Company, the Bonds as remarketed on the First Mandatory Purchase Date will be subject to a second mandatory purchase on February 1, 1996 (the "Second Mandatory Purchase Date"); and WHEREAS, after resolution of the City Council of the Issuer on December ~0, 1990 approving the same, at the request of the .Company, the ~~Issuer and the Trustee entered into a First Supplemental Indenture of Trust to amend the Original Indenture (as so amended, the "Indenture") to implement the foregoing; and WHEREAS, notice of a mandatory purchase on the First Mandatory Purchase Date and designation of the second Mandatory Purchase Date was given to holders of the Bonds, and holders ("Electing Holders") of $235,000 principal amount of the Bonds elected to retain their Bonds; and WHEREAS, the Company has advised the Issuer and the Trustee that through Miller Schroeder Financial, Inc., as remarketing agent, the Company has been unable to remarket the Bonds while the Bonds are subject to the Second Mandatory Purchase Date; the Company has further advised the Issuer and the Trustee that without proceeds from a remarketing of the Bonds the Company will be unable i~-~i to fund a mandatory purchase of Bonds on the First Mandatory Purchase Date, which will result in an Event of Default under the Indenture permitting the Trustee to declare all Bonds immediately due and owing; and WHEREAS, seeking to effect a successful remarketing of the Bonds to avoid an Event of Default and acceleration of the Bonds, the Company has requested (ij the elimination of the Second Mandatory Purchase Date to permit fixed rates of interest on the Bonds until maturity; (ii) the elimination of the rights of Electing Holders to retain their Bonds on the First. Mandatory Purchase Date and iii the modification of certain zedemption terms; and __ ... WHEREAS, to further enhance the remarketing of the Bonds, the Company expects to secure the Bonds with an unconditional guarantee from an affiliate of the Company, Corporate Travel - Twin Cities, Inc.; and WHEREAS, the Trustee and Issuer desire to amend the Indenture as herein provided to implement the foregoing changes; and WHEREAS, although Electing Holders elected to retain their Bonds in accordance with the Indenture, such election was made on the assumption of the existence of the Second Mandatory Purchase Date; and WHEREAS, if an Event of Default should occur due to the. failure of the Company to fund a mandatory purchase on the First ^~ Mandatory .Purchase Date, Bonds of the Electing Holders would become subject to prepayment on such date; and WHEREAS, the Electing Holders and all other holders have been given notice of the above-described changes in the terms and security of the Bonds and of the right to purchase the Bonds as remarketed; and WHEREAS, based on the foregoing and an opinion of Bond Counsel, the proposed amendment of the Indenture is permitted to be made without Bondholder consent pursuant to Section 801(a) of the Indenture. NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows: Section 1. All references in the Indenture to the following terms,. including the definitions thereof, shall be of no further force and effect after the date hereof: "Company Designated Purchase Date," "Conversion Date," "Extraordinary Purchase 2 1 \ r' Date," "Election to Retain" and "Stated Mandatory Purchase Date." Section 2. The definition of "Mandatory Purchase Date" in Section 101 of the Indenture fs hereby amended to read in its entirety as follows: ""M~ndatorv Purchase Date" means February 1, 1991." Section 3. The definition of "Tendered Bonds" in Section .101 of the Indenture is hereby emended to read in its entirety as follows: ""Tendered Bonds" means all Outstanding Bonds." Section 4. Section 201(b) of the Indenture is hereby amended to read in its entirety as follows: "(i) Series A Bonds Outstanding on February i, 1991 (to the extent not called for redemption on such .date) shall mature on the dates and in the amounts, and bear the annual interest rates, as follows: .. Maturity Principal Interest (February i) Amount Rate 1992 $ 65,000 .1993 70, 00.0 1994 75,-000 1995 85,000 1996. 90,000 1997 100,000 1998 105,000 1999 115,000 2000 125,000 2001 135,000 2013 2,725,000 (ii) Series B Bonds Outstanding on February 1, 1991 (to the extent not called for redemption on such date) shall mature on the dates and in the amounts, and bear the annual interest rates as follows: .~ 3 11--3 Maturity Principal (February it Amount. 1992 $ 15,000 1993 20,000 1994 20,000 1995 20,000 1996 25,000 1997 25,000 1998 25,000 1999 30,000 2000 30,000 2001 35,000 2012 600,000 Interest Rate n Section 5. Section 301 (a) of the Indenture is hereby amended to read in its entirety as follows: "(a) Optional Redemption. Upon request of the Company to the Trustee. in accordance with Section 10.4 of the Agreement to redeem Bonds of any series or maturity and deposit with the Trustee of an amount sufficient, together with moneys in the Funds and available therefor, to pay the Redemption Price and accrued interest to the Redemption Date, Bonds of such series and maturity shall be called for redemption, in whole or in part, at their principal amount, plus accrued interest and a premium, if any, required below and expressed as a percentage of principal amount, on the requested Redemption Date (or if such date does not permit notice to be given in accordance herewith, the first Business Day thereafter for which notice of redemption can be given pursuant hereto); provided such requested Redemption Date occurs on a Business Day during the following periods: February 1, 31, 1997 February 1, 31, 1998 February 1, 1996 through January 1997 through January 1998 and thereafter 2~ 1~ None" &ection 6. The schedules for mandatory Linking fund redemptions o! the Bonds set forth in Section 301(c) of the Indenture are hereby amended to read in their entirety as follows: 4 I--~~ "Series A Bonds Sinking Fund Sinkinq Fund Redemption Date Redemption Date (February 1) Amount (February 1) $~~ 2002 $ 145,000 2008 $ 230,0.00 2003 155,000 2009 245,000 2004 170,000 2010 .265,000 2005 180,000 2011 285,000 2006 195,000 2012 310,000 2007 210, 000 ~ Series B 2013(Maturity) Bonds 335, 000 Sinking Fund Redemption Date 1February 1) Amount Sinkinq Fund Redemption Date (February- Amount 2002 $ 35,000 2008 $ 60,000 2003 40,000 2009 60,000 2004 40,000 2010 65,000 2005 45,000 2011 70,000 2006 50, 000 2012cMaturity) 80, 00.0 2007 55,000 n Section 7. Section 306(a) of the Indenture is hereby deleted ~'' in its entirety. `'' Section 8. Section .301 of the Indenture is hereby amended by adding the follo~ris~q as the : final :paragraph thereof s '" ~ (a} ~?fltiona2 Redemption ~IISon Sale of the Guarantor. Upon-the written request of the Company to he .Trustee and ..Issuer r~o rater than thirty (30}:days follovinq a .Sale of the Guarantor, :all :Bonds ahaTl >be redeemed, :.in ~rhole and not n part, on.the .first Business Oay for which ::notice 'af .redemption -hereunder can be duly :given :.(but no earlier than the tlate : <on :.which he :.Sale ' of ;Lhe Zuarantor occurs}, at :a price -equal to :the principal Amount thereof,~plus accrued .interest to the Redemption -Date. For ~ purposes _ ;,af this paragraph, the term "Sale of the Guarantor" Beans the .sale of all outstanding capital stock of the Guarantor ~~in a bona f ide arm's length transaction to any parson who prior to February 1,.:1991 was not a shareholder cf the Guarantor or an Affiliate of such shareholder, and the term "Guarantorp means Corporate Travel ~ Thin -Cities, Inc., a Minnesota 5 li'15 corporation; ~~ its '~auccessors~'or "''assigns. ''For purposes o! this: Indenture .:.and the Loan ~igreement, the term :.«~filiate" means in =espect.of any person, another person directly or indirectly controlling, controlied::by->or under common.control with such irst person." Section 9. Section 306 of the Indenture is hereby amended to read in its entirety as follows: "Trustee Notices. The Trustee shall give notice of each Mandatory Purchase DatQ for a series to all Holders thereof, which notice shall be substantially in the form attached as Exhibit B. The Trustee shall mail a copy of such notice, first class mail, postage prepaid, not less than five (5) days before the Mandatory Purchase Date to .each Bondholder at the Holder's last address, if any, appearing upon the Bond Register, but failure to receive such notice or any defect therein and the mailing thereof shall not affect the validity of any proceedings for the purchase of the Bonds." ~~ Section 30. Section 306 (c) of the Indenture is hereby deleted in its entirety. 6ection 31: ``The `indantur~ `~s :hereby .amended by adding after Section X12 thereof the oliowing: ~'Section_'i13:° ~'4ualified Utter °b! Credit. .... .. aj ~ .'~ "certain "Guaranty~`i~greement dated :....:.:::. as of _,':February .:.1, ~ 1991 ..:between . Corporate 'ravel : ~~- <`~`win Cities, inc. >:and the Trustee shall;:terminate upon tlelivery~to. tha'Trustee of a Qunli~i~d : better _: of :Credit. -which is in Rf feet. ...:......::.:..:....~::.:._..:..........:.::.:...:::.::.....:...:...:.~.:.:::::.::...........:.:.. . fib) ::~`;~,,'"Qualifiad~'Zette``~f"~C'redit" s-eans is 'letter of credit which (ij :: s delivered -for the account :ot :the Company; : `?iii) :;is ::drawable in :an, ` amount .equal to `the >outstandfng principal -amount flf °the ':.:Sonde; till) :as irrevocable;-jivj-:has an expiration at least one year after ~its~effective date; {vj is payable in ita .:entirety :not cater than :the xhird day, or .if such .day is cot ~a` Business Day, the Business Day-next follovinq,:after presentation of a -sight ~~draft 2rom °the ~'rustee, ::.accompanied by a ::certif ieation, arom 6 ii-~~ the Trustee"that such draw is required by`the Indenture; {vii) is governed by tha aniform Commercial Code as enacted in the .State; .and {viii} is ~ ~ issued by a person (or ; ats suocsssor} .:identfli~d ,in Section ,.412 (b} . "`~ "'~ cj. '~"'':A Qualified Letter of ~CrQdit shall not be deemed delivered to the Trustee unless the Trustee raceivss an opinion of .counsel stating in sftect that: {i) the Quali#ied Letter of Credit ..is .a 'legally..bindinq and valid obligation o! the issuer, except to the extent enforcement nt such obligation ~aay.be limited by laws >related .to bankruptcy:or j:eorganizatian or by other. similar. .laws of general application ;affecting ~<the ;rights `of creditors or by.-Lha exercise .of -equity and remedies; :{ii}~th~::~Zssuer as organized -and existing under the laws of the .United States c! Amezica:or applicable state saw; and .{iii} ~.he Ietter of credit qualifies as a Qualified T.etter of Credit. under this indenture. ~d) ., :. The °'' Trustee ` shall submit ..a :.. dray under the Qualified .Letter of Credit to the dull ~ extent :;permitted thereunder :: {i) : -upon '~ acceleration -ot the :payment of the Bonds „I~ because of an Event of Default, ; (ii} upon the ~~~ occurrence of a,Determination of "Taxability, ...~ Rnd {iii) thirty ;(30) .days prior to expiration of any Qualified'Letter of Credit, if by .such time the :expiring etter of :credit is not Rxtended far n period of at :least twelve {12} leonths #ollovinq .such expiration date or if by such time :a mew Qualified. Lettsr-of 'Credit expiring at least one year after expiration of the :: >Qualified 3.ettar of :: L'redit.::::.3s :not delivered .:< o ~:the.:;;~Trustee; ;provided no Qualified .Letter of°Credit shall be :required to remain #n ~eifect :`later than 105:days after ..... ..........:..... . #inal a ent of the Bonds. ........ . . . e `dill'amounts drasan~~~ur~der ~~a Qualified Letter of ;t`tedit .:.shall .t+e deposited .in °the Bond Fund, sxcept that 3f ::a Qualified .Letter Df Credit is .drawn upon~;due :to :paragraph ~dj{iii) of ahis Section, proceeds of such draw shali,b• held in a special trust account for application for 'the benefit of all .Molders to payment of principal or: merest ~bn the Bonds upon any cecurrance of an ::event identified in paragraphs d{i} or ~{ii) of :this 7 i ~--~~ Section:.,... `~ Any..: amounts ~°''heid in"' 'such... speci6l trust account shall not ba invested at .a yield in excess of the _ yield an the Bonds except j i) to .the extent invested n ~~:obligations ~.dentitied under'8ection 103(a):ot the Code for the Internal `Revenue Code :flt ;.:1954, ;:;as amended); or jii) to-the extant an opinion-ot Bond Counsel delivered to the"Tzustee states in 8flect that pan investment vili not cause interest on the Bonds to .become included in the gross income of recipients for purposes of federal income taxes.„ Section 12. Exhibit A and Exhibit B of the Indenture are hereby amended to read in their entirety as set forth in Exhibit A and Exhibit B hereto, respectively. section i3. All provisions of the Indenture, as amended by the foregoing, shall continue in full force and effect, with all terms thereof as so amended being hereby confirmed and ratified. Section 1d. This Second Supplemental Indenture of Trust shall be governed by and construed in accordance with the laws of the State of Minnesota; may be executed in one or more counterparts, with each counterpart constituting a single and original instrument; may not be amended or assigned except in accordance with the terms of the Indenture; shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; a:nd shall become effective as of the date hereof. ~Remainder.:oS.Page intentionally 8iank) 8 ~~-~8 IN WITNESS WHEREOF, the undersigned parties have executed this indenture the day and year first above written. CITY OF RICHFIELD, MINNESOTA By Mayor By City Manager ATTEST: Clerk FIRST TRUST NATIONAL ASSOCIATION By Its ,, r.a * * ~ CONSENT The undersigned hereby consents to the foregoing amendment of the above-described Indenture. DACOTAH PROPERTIES-RICHFZELD Dated: January 1, 1991. By General Partner ~~ -.~ 215\Corp\Secord.S~ 9 1 I -Iq L'~IBST 1--1 (Form of Series A Bond) STATE OF MINNESOTA CITY OF RICHFIELD Commercial Development Revenue Refunding Bonds (Corporate Travel Building Project) Series 1987A No. R Annual Interest Rate S Final Maturity Date of Issue CUSIP REGISTERED HOLDER: PRINCIPAL SUM: DOLLARS • .The City of Richfield (the "Issuer"), a municipal corporation ,,n~~~, and political subdivision of the State of Minnesota, for value received, hereby promises to pay to the above Registered Holder or registered assigns on the above Final Maturity (or such earlier ~'~`~'~ redemption date as may be established pursuant to the below- described Indenture) upon presentation and surrender hereof, the above Principal Sum solely from the revenues and receipts derived from the Agreement hereinafter referred to or any other revenues and .receipts derived from the Project hereinafter referred to and other amounts pledged therefor under the Indenture; the Issuer .further promises to pay to the Registered Holder hereof, solely from such revenues, .receipts and amounts, interest on such Principal Sum from the date hereof until the earlier of maturity or the Issuer's obligation with respect to the payment of such Principal Sum shall be discharged, at the above interest rate until s the earlier of maturity or redemption. Interest shall be payable on February 1 and August 1 ("Interest Payment Dates"j fn each year commencing August 1, 1988. Overdue principal or redemption price of and (to the extent legally enforceable) interest on this Bond shall bear interest at the rate borne by .this Bond. This Bond, as to principal and redemption price, shall be payable at the principal office (the "Principal Office") of First Trust National Association located in Saint Paul, Minnesota., as paying agent (the "Paying Agent") or of its successor as such Paying Agent, in any coin or currency of the United States of America which at the time of .payment is legal tender for the payment of public and private debts. Interest on this Bond is payable by check or draft drawn upon First Trust National Association as trustee or any successors or assigns permitted under ii-2o the Indenture (the "Trustee"), mailed on the Interest Payment Date to the person who was registered as the holder hereof at the close of business on the fifteenth (15th) day of the month immediately preceding the Interest Payment Date at the address of ouch holder as it appears on the Bond Register maintained by the Trustee; provided that ff there is a default in the payment of interest on such Interest Payment Date, the Trustee may select a special payment date and record date. Interest shall be computed on the basis of a 360-day year with 12 months of 30 days. This Bond shall not be entitled to any security, right or benefit under the Indenture or be valid or obligatory for any purpose unless the certificate of authentication hereon has been duly executed and dated by the Trustee. IN WITNESS WHEREOF, the City of Richfield has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signatures of its Mayor and City Manager and its official seal to be affixed, imprinted or reproduced hereon. CITY OF RICHFIELD, MINNESOTA By Mayor (SEAL) By City Manager A-1-2 i~-a~ TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Sond is one of the Bonds of the designated series described herein. Date of Authentication: FIRST TRUST NATIONAL ASSOCIATION By_ Au i~ze ignature A-1-3 I ~ -~a This Bond is one of a duly authorized issue of bonds of the Issuer designated as "Commercial Development Revenue Refunding Bonds (Corporate Travel Building Project) Series 1987A," dated as of December 1, 1987 (the "Series A Bonda"), issued in the aggregate principal amount of 53,865,000 pursuant to Minnesote Statutes, Sections 469.153 through 469.166, as amended and in effect on the date of delivery of such Bonds (the "Act"), end equally and ratably secured under an Indenture of Trust, dated as of December 1, 1987, between the Issuer and the Trustee (a~ from time to time amended, the "Indenture"). The Issuer has also issued its Commercial Development Revenue Refunding Bonds (Corporate Travel Building- Project) Series 19$78, dated as of December 1, 1987 in the aggregate principal amount of 5890,000 (the "Series B Bonds") pursuant to the Indenture. The Series A Bonds and Series B Bonds are equally and ratably secured on an equal and. parity basis and • are referred to herein collectively as "the Bonds." The Bonds are issuable in the form of fully registered Bonds without interest coupons_in the denomination of 55,000 or any whole multiple thereof. Proceeds of the Bonde are being loaned to Dacotah Properties-Richfield, a Minnesota general partnership (the "Company") for the purpose of financing the refunding of certain prior bonds of the Issuer issued to finance the acquisition, construction and installation of a commercial office project located in the City of Richfield (the "Project"). The proceeds are loaned pursuant to a Loan Agreement, dated as of December 1, 1987, between the Issuer and the Company (as from time to time amended, '~ the "Agreement"). The Bonds are also secured by a mortgage lien on the Project created by a Mortgage, Assignment of Leases and •` Rents, Security Agreement and Fixture Financing Statement, dated as of December 1, 1987, between the Trustee and the Company (as from time to time amended, the "Mortgage"). All right, title and interest of the Issuer in the Agreement (except certain rights to indemnification and reimbursement) have been pledged to the Trustee under the Indenture as security for payment of the principal of, premium, if any, and interest on the Bonds. The Bonds are further secured by a Guaranty Agreement dated as of February 1, 1991 .(the "Guaranty Agreement") between Corporate Travel - Twin Cities, Inc., a Minnesota corporation (the "Guarantor") which may be terminated upon delivery of a Qualified Letter of Credit (as defined in the c Indenture) drawable in an amount equal to the outstanding principal amount of the Bonds. The Bonds are special obligations of the Issuer and are payable solely•from the revenues and receipts derived from the Agreement, the Guaranty Agreement or disposition of the- Project, any other revenues and receipts derived from the Project and other amounts held by the Trustee under the Indenture for payment of the principal or premium or interest on the Bonds. A copy of the Mortgage has been recorded in the real estate records of Hennepin County, and copies of the Agreement, the A-1-4 i~-a3 Mortgage, the Guaranty Agreement and the Indenture are on file at the Principal Office o! the Trustee and reference is made to the Agreement., the Mortgage, the Guaranty Agreement and the Indenture for the provisions relating, among other things, to the liability of the Company and the Guarantor, terms of and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights, limitations oL rights, powers-and remedies of the Bondholders, amendments and the rights, duties and obligations of the Issuer and the Trustee. Such liability of the Company and the Guarantor and obligations of the Issuer under the Indenture may be discharged at or prior to the maturity or redemption of the Bonds upon the making of provision for payment thereof on the terms and conditions set forth in the Indenture. This Bond is transferable, as provided in the Indenture, only upon the Bond Register kept for such purpose at the Principal Office of the Trustee, by the registered holder hereof in person or by his attorney duly authorized in writing upon surrender hereof, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered holder or such duly authorized attorney, and thereupon the Issuer shall issue and the Trustee shall authenticate and deliver in the name of the designated transferee a new Bond or Bonda of the. same aggregate principal .amount and designation, maturity and interest rate as the surrendered Bond and in any authorized denomination, all as provided in the Indenture and upon the payment of any charges therein prescribed. Tha Issuer, the Trustee and any Paying Agent •:, may treat and consider the person in whose name this Bond is ~; registered as the holder and absolute owner hereof for the purpose .,::~ of receiving payment of or on account of the principal, Purchase '~a Price or redemption price hereof and interest due hereon and for ' all other purposes whatsoever. All Series A Bonds maturing on February 1, 2013 are subject to mandatory sinking fund redemption on the following dates and in the following amounts at their principal amount, plus accrued interest to the redemption date: Series A Bonds Sinking Fund Sinking Fund Redemption Date Redemption Date (February 1) Amount (February 1) Amount 2002 $ 145,000 2008 $ 230,000 2003 155,000 2009 245,000 2004 170,000 2010 265,000 2005 180,000 2011 285,000 2006 195,000 2012 310,000 2007 210, 000 2013cMaturitr) 335, 000 A-1 - 5 i ~ -a~1 All Bonds are subject to redemption and prepayment prior to maturity upon request by th• Company to the Trustee on any business day during the following redemption periods, in whole or in part, and if in part in the order of maturity designated by the Company and by lot within a maturity, at their principal amount plus accrued interest to the redemption date and a premium, expressed as a percentage of principal amount, set forth in the following table: Redemption Period Premium February 1, 1996 through January 31, 1997 2~ February 1, 1997 through January 31,.1998 1~ February 1, 1998 and thereafter None If interest on the Bonds becomes included in gross income for federal income tax purposes upon the occurrence of a Determination of Taxability (caused by the action or inaction of the Company and as defined in the Indenture), the Bonds are subject to redemption and prepayment prior to maturity at 103 of their principal amount plus accrued interest to the redemption date. In such event, all Bonds then outstanding will be called. for redemption upon the first date for which the Trustee can cause notice of redemption to be given as provided. in the Indenture. The Bonds are subject to redemption and prepayment prior to maturity at any time, in whole but not in part, at the principal amount thereof, plus accrued interest to the redemption date, upon the optional prepayment by the Company of all amounts payable under the Agreement, and if one or more of the following events shall have occurred: (a) the Project shall have been damaged or destroyed to such extent that, in the opinion of the Company: (i) the Project cannot be reasonably restored to the condition thereof immediately preceding. such damage or destruction or (ii) the Company is thereby prevented from carrying on fts normal operations of the Project for a period of six (6j months; or (b) title to or the temporary use of all or substantially all of the Project shall have been taken under the exercise of the power of eminent domain by any governmental authority or person, firm or corporation acting under governmental authority, which taking or takings result or, in the opinion of the Company, are likely to result in the Company being thereby prevented from carryinq.on its normal operations therein for a period of six (6) months. Upon the written request of the Guarantor no later than thirty (30) days following a Sale of the Guarantor, all Bonds shall be redeemed, in whole and not in part, on the first business day for which notice of redemption can be duly given (but no sarlier than the date on which the Sale of the Guarantor occurs), at a price equal to the principal amount thereof, plus accrued interest to the redemption date. For purposes of this paragraph, the term "Sale of the Guarantor" means the sale of all outstanding capital stock ' --~ ~~ A-1 - 6 ~ - a~ of the Guarantor in a bona fide arm's length transaction to any person who prior to February 1, 1991 was not a shareholder of the Guarantor or an Affiliate of such shareholder, and the term "Affiliate" means in respect of any person, another person directly or indirectly controlling, controlled by or under common control with such first person. The Bonds are subject. to acceleration and prepayment on any date at their principal amount, plus accrued interest to the date of payment, if an Event of Default (as defined in the Indenture) occurs. If less than all outstanding Bonds are to be redeemed, the particular Bonds to be redeemed shall be redeemed by lot within the series designated by the Company. Notice of redemption shall be given to the .registered holders of all Bonds by mail to such registered holders' addresses as such appear in the Bond Register. If notice of redemption shall have been so given, the Bonds or portions thereof specified in such notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if moneys or Government Obligations (as defined in the Indenture) for the payment of the redemption price of all the Bonds to be redeemed, together with interest to the redemption date,. shall have been made available for such payment on such date, then from and after the redemption date interest on such Bonds shall cease to accrue and become payable. Less than all of a Bond in a denomination in excess of $5,000 may be so redeemed, ~'-':~ and in such case, upon surrender of ouch Bond, there shall .be issued to the holder thereof, without charge- therefor, for the ~4;;~~ unredeemed balance of the principal amount of such Bond, Bonds of the same designation, series, maturity and interest zate in any authorized denomination and registered in such name or names as may be requested. Neither the members of the governing body nor officers or employees of the Issuer shall be personally liable on the Bonds or for any act or omicsion related to the authorization or issuance of the Bonds. The Bonds and the redemption premium, if any, and interest • thereon shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation whatsoever nor constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers and shall not constitute a charge, lien oz encumbrance, legal or equitable, upon any property of the Issuer other than its interest in the Agreement and Project pledged to the Trustee pursuant to the Indenture. No Bondholder shall ever have the right to compel any exercise of the taxing power of the Issuer to pay the principal or Purchase Price of, or premium, if any, or interest on the Bonds or to enforce payment against any property of the Issuer other than the property pledged to the Trustee pursuant to the Indenture. A-1 - 7 11-~~ .-.. ,~ A-1-8 ~ ~ -a~ [Reverse Side of Bond- ALL SERIES A BONDS) 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 joint tenants by the entireties; JT TEN--as joint tenants with right of survivorship and not as tenants in common; LTNIF GIFT MIN ACT--...Custodian... (Gust) (Minor) under Uniform Gifts to Minors Act . (State) Additional abbreviations may also be used although not in the above list. • ~ ,~ [Form of Assignment - ALL SERIES A BONDS] ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and .transfers unto .,~ (Please print or Typewrite Name and Address of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney.. to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Social Security Number or Other Identifying Number of Assignee Notice: The signature to this assignment must correspond with the name as ft appears on the face of this Bond fn every particular, without alteration or any change whatsoever. Signature(s) must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. A-1 - 9 11-ag E%HIBIT A-2 (Form of Series B Bond) STATE OF MINNESOTA CITY OF RICHFIELD Commercial Development Revenue Refunding Bonds (Corporate Travel Building Project) Series 1987B No. R ~ $ Annual Interest Rate Final Maturity Date of Issue CUSIP REGISTERED HOLDER: PRINCIPAL SUM: DOLLARS The City of Richfield (the "Issuer"), a municipal corporation and political subdivision of the State of Minnesota, for value received, hereby promises to pay to the above Registered Holder or registered assigns on the above Final Maturity (or such earlier redemption date as may be established pursuant to the below- described Indenture) upon presentation and surrender hereof, the above Principal Sum solely from the revenues and receipts derived from the Agreement hereinafter referred to or any other revenues and receipts derived from the Project hereinafter referred to and other amounts pledged therefor under the Indenture; the Issuer further promises to pay to the Registered Holder hereof, solely from such revenues, receipts and amounts, interest on such Principal Sum from the date hereof until the earlier of maturity or the Issuer's obligation with respect to the payment of such Principal Sum shall be discharged, at the above interest rate until the earlier of maturity or redemption. Interest shall be payable on February 1 and August 1 ("Interest Payment Dates") in each year commencing August 1, 1988. Overdue principal or redemption price of and (to the extent legally enforceable) interest on this Bond shall bear interest at the rate borne by this Bond. This Bond, as to principal and redemption price, shall be payable at the principal office (the "Principal Office") of First Trust National Association located in Saint Paul, Minnesota, as paying agent (the "Paying Agent") or of its successor as such Paying Agent, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest on this Bond is payable by check or draft drawn upon First Trust National Association as trustee or any successors or assigns permitted under ~ i -a~ the Indenture (the "Trustee"), mailed on the Interest Payment Date to the person who was registered as the holder hereof at the close of business on the fifteenth (15th) day of the month immediately preceding the Interest Payment Date at the address of such holder as it appears on the Bond Register maintained by the Trustee; provided that if there is a default in the payment of interest on such Interest Payment Date, the Trustee may select a special payment date and record date. Interest shall be computed on the basis of a 360-day year with 12 months of 30 days. This Bond shall not be entitled to any security, right or benefit under the Indenture or be valid or obligatory for any purpose unless the certificate of authentication hereon has been duly executed and dated by the Trustee.. IN WITNESS WHEREOF, the City to be signed in its name and facsimile signatures of its Mayor seal to be affixed, imprinted or (SEAL) of Richfield has caused this Bond on its behalf by the manual or and City Manager and its official reproduced hereon. CITY OF RICHFIELD, MINNESOTA By Mayor By City Manager A-2 - 2 1 I-3© TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the designated series described herein. Date of Authentication: FIRST TRUST NATIONAL ASSOCIATION - By Authorized Signature A-2 - 3 It-3~ This Bond is one of a duly authorized issue of bonds of the Issuer designated as "Commercial Development Revenue Refunding Bonds (Corporate Travel Building Project) Series 1987B," dated as of December 1, 1987 (the "Series B Bonds"), issued in the aggregate principal amount of $890,000 pursuant to Minnesota Statutes, Sections 469.153 through 469.166, as amended and in effect on the date of delivery of such Bonds (the "Act"), and equally and ratably secured under an Indenture of Trust,-dated as of December 1, 1987, between-the Issuer and the Trustee (as from time to time amended, the "Indenture"). The Issuer has also issued its Commercial Development Revenue Refunding Bonds (Corporate Travel Building Project) Series 1987A, dated as of December 1, 1987 in the aggregate principal amount of $3,865,.000 (the "Series A Bonds") pursuant to the Indenture. The Series A Bonds and Series B Bonds are equally and ratably secured on an equal and parity basis and are referred to herein collectively as "the Bonds." The Bonds are issuable in the form of fully registered Bonds without interest coupons in the denomination of $5,000 or any whole multiple thereof. Proceeds of the Bonds are being loaned to Dacotah Properties-Richfield, a Minnesota general partnership (the "Company") for the purpose of financing the refunding of certain prior bonds of the Issuer issued to finance the acquisition, construction and installation of a commercial office project located in the City of Richfield (the "Project"). The proceeds are loaned pursuant to a Loan Agreement, dated as of December 1, 1987, between the Issuer and the Company (as from time to time amended, the "Agreement"). The Bonds are also secured by a mortgage lien on the Project created by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement, dated as of December 1, 1987, between the Trustee and the Company (as from time to time amended, the "Mortgage"}. All right, title and interest of the Issuer in the Agreement (except certain rights to indemnification and reimbursement) have been pledged to the Trustee under the Indenture as security for payment of the principal of, premium, if any, and interest on the Bonds. The Bonds are further secured by a Guaranty Agreement dated as of February 1, 1991 (the "Guaranty Agreement") between Corporate Travel - Twin Cities, Inc., a Minnesota corporation (the "Guarantor") which may be terminated upon delivery of a Qualified Letter of Credit (as defined in the Indenture) drawable in an amount equal to the outstanding principal amount of the Bonds. The Bonds are special obligations of the Issuer and are payable solely from the revenues and receipts derived from the Agreement, the Guaranty Agreement or disposition of the Project, any other revenues and receipts derived from the Project and other amounts held by the Trustee under the Indenture for payment of the principal or premium or interest on the Bonds. A copy of the Mortgage has been recorded in the real estate records of Hennepin County, and copies of the Agreement, the A-2 - 4 ~~ Mortgage, the Guaranty Agreement and the Indenture are on file at ~- the Principal Office of the Trustee and reference is made to the Agreement, the Mortgage, the Guaranty Agreement and the Indenture for the provisions relating, among other things, to the liability of the Company and the Guarantor, terms of and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights, limitations of rights, powers and remedies of the Bondholders, amendments and the rights, duties and obligations of the Issuer and the Trustee. Such liability of the Company and the Guarantor and obligations of the Issuer under the Indenture may be discharged at or prior to the maturity or redemption of the Bonds upon the making of provision for payment thereof on the terms and conditions set forth in the Indenture. This Bond is transferable, as provided in the Indenture, only upon the Bond Register kept for such purpose at the Principal Office of the Trustee, by the registered holder hereof in person or by his attorney duly authorized in writing upon surrender hereof, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered holder or such duly authorized attorney, and thereupon the Issuer shall issue and the Trustee shall authenticate and deliver in the name of the designated transferee a new Bond or Bonds of the same aggregate principal amount and designation, maturity and interest rate as the surrendered Bond and in any authorized denomination, all as provided in the Indenture and upon the payment of any charges therein prescribed. The Issuer, the Trustee and any Paying Agent may treat and. consider the person in whose name this Bond is registered as the holder and absolute owner hereof for the purpose of receiving payment of or on account of the principal, Purchase Price or redemption price hereof and interest due hereon and for all other purposes whatsoever. All Series B Bonds maturing on February 1, 2012 are subject to mandatory sinking fund redemption on the following dates and in the following amounts at their principal amount, plus accrued interest to the redemption date: Series B Bonds Sinking Fund Sinking Fund Redemption Date Redemption Date (February 1) Amount 1February 1) Amount 20.02 $ 35,000 2008 $ 60,000 2003 40,000 2009 60,000 2004 40,000 2010 65,000 2005 45,000 2011 70,000 2006 50,000 2012 (Maturity) 80,000 2007 55,000 A-2 - 5 I-~3 All Bonds are subject to redemption and prepayment prior to maturity upon request by the Company to the Trustee on any business day during the following redemption periods, in whole or in part, and if in part in the order of maturity designated by the Company and by lot within a maturity, at their principal amount plus accrued interest to the redemption date and a premium, expressed as a percentage of principal amount, set forth in the following table: Redemption Period Premium February 1, 199.6 through January 31, 1997 2$ February 1, 1997 through January 31, 1998 1$ February 1, 1998 and thereafter None If interest on the Bonds becomes included in gross income for federal income tax purposes upon the occurrence of a Determination of Taxability (caused by the action or inaction of the Company and as defined in the Indenture), the Bonds are subject to redemption and prepayment prior to maturity at 103 of their principal amount plus accrued interest to the redemption date.. In such event, all Bonds then outstanding will be called for redemption upon the first date for which the Trustee can cause notice of redemption to be given as provided in the Indenture. The Bonds are subject to redemption and prepayment prior to maturity at any time, in whole but not in part, at the principal amount thereof, plus accrued interest to the redemption date, upon the optional prepayment by the Company of all amounts payable under the Agreement, and if one or more of the following events shall have occurred: (a) the Project shall have been damaged or destroyed to such extent that, in the opinion of the Company: (i) the Project cannot be reasonably restored to the condition thereof immediately preceding such damage or destruction or (ii) the Company is thereby prevented from carrying on its normal operations of the Project for a period of six (6) months; or (b) title to or the temporary use of all or substantially all of the Project shall have been taken under the exercise of the power of eminent domain by any governmental authority or person, firm or corporation acting under governmental authority, which taking or takings result or, in the opinion of the Company, are likely to result in the Company being thereby prevented from carrying on its normal operations therein for a period of six (6) months. Upon the written request of the Guarantor no later than- thirty (30) days following a Sale of the Guarantor, all Bonds shall be redeemed,. in whole and not in part, on the first business day for which notice of redemption can be duly given (but no earlier than the date on which the Sale of the Guarantor occurs) , at a price equal to .the principal amount thereof, plus accrued interest to the redemption date. For purposes of this paragraph, the term "Sale of the Guarantor" means the sale of all outstanding capital stock A-2 - 6 i ~-3~} of the Guarantor in a bona fide arm's length transaction to any person who prior to February 1, 1991 was not a shareholder of the Guarantor or an Affiliate of such shareholder, and the term "Affiliate" means in respect of any person, another person directly or indirectly controlling, controlled by or under common control with such first person. The Bonds are subject to acceleration and prepayment on any date at their principal amount, plus accrued interest to the date of payment, if an Event of Default (as defined in the Indenture) occurs. If less than all outstanding Bonds are to be redeemed, the particular Bonds to be redeemed shall be redeemed by lot within the series designated by the Company. Notice of redemption shall be _ given to the registered holders of all Bonds by mail to such registered holders' addresses as such appear in the Bond Register. If notice of redemption shall have been so given, the Bonds or portions thereof specified in such notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if moneys or Government Obligations (as defined in the Indenture) for the payment of the redemption price of all the Bonds to be redeemed, together with interest to the redemption date,. shall have been made available for such payment on such date, then from and after-the redemption date interest on such Bonds shall cease to accrue and become payable. Less than all of a Bond in a denomination in excess of $5,000 may be so redeemed, and in such case, upon surrender of such Bond, there shall be issued to the holder thereof, without charge therefor, for the unredeemed balance of the principal amount of such Bond, Bonds of the same designation, series, maturity and interest rate in any authorized denomination and registered in such name or names as may be requested. Neither the members of the governing body nor officers or employees of the Issuer shall be personally liable on the Bonds or for any act or omission related to the authorization or issuance of the Bonds. The Bonds and the redemption premium, if any, and interest thereon shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation whatsoever nor constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers and shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Issuer other than its interest in the Agreement and Project pledged to the Trustee pursuant to the Indenture. No Bondholder shall ever have the right to compel any exercise of the taxing power of the Issuer to pay the principal or Purchase Price of, or premium, if any, or interest on the Bonds or to enforce payment against any property of the Issuer other than the property pledged to the Trustee pursuant to the Indenture. A-2 - 7 ~ ~-3s [Reverse Side of Bond - ALL SERIES B BONDS) 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 joint tenants by the entireties; JT TEN--as joint tenants with right of survivorship and not as tenants in common; UNIF GIFT MIN ACT--...Custodian... (Gust) (Minor) under Uniform Gifts to Minors Act . (State) Additional abbreviations may also be used although not in the above list. [Form of Assignment - ALL SERIES B BONDS] ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or Typewrite Name and Address of .Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Social Security Number or Other Identifying Number of Assignee Notice: The signature to this assignment must correspond with the name as it appears on the face of this Bond in every particular, without alteration or any change whatsoever. Signature(s) must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. A-2 - 8 i ~-~ ~~~~~~~ NOTICE TO BONDHOLDERS City of Richfield, Minnesota Commercial Development Revenue .Refunding Bonds (Corporate Travel Building Project) Series 1987A and Series 19878 TO ALL HOLDERS OF THE ABOVE-REFERENCED BONDS: By notice dated December , 1990 (the "Notice") all holders of the above-referenced bonds (the "Bonds") were notified by the undersigned as Trustee for the Bonds that all Bonds were subject to mandatory purchase or redemption on February 1, 1991. Holders were also notified that they were entitled to retain their Bonds upon duly filing with the Trustee a completed Election to Retain enclosed with the Notice and delivering their Bonds to the Trustee. -The Notice further stated. that even if Bonds were retained by holders., the Bonds would again be subject to mandatory purchase on February 1, 1996, subject to earlier maturity or redemption and subject to a right to file a subsequent Election to Retain. The purchase price for all unretained Bonds payable on February 1, 1991 is required to be funded by Dacotah Properties - Richfield (who is also obligated to make payments sufficient to pay principal of and interest on the Bonds). However,. the Company has advised the Trustee that the Company has been unable to remarket the Bonds as structured with a mandatory purchase on February 1, 1996. The Company has further advised the Trustee that without receiving proceeds from the remarketing of the Bonds, the Company will not have sufficient amounts available to fund the mandatory purchase of the Bonds on February 1, 1991. Any failure of the Company to fund the mandatory purchase on February 1, 1991 would result in an Event of Default (as defined in the Indenture of Trust for the Bonds) permitting the Trustee to declare all Bonds immediately due and owing. In order to remarket the Bonds and provide funds for mandatory purchase on February 1, 1991, the Company has requested the City of Richfield, Minnesota, as issuer of the Bonds, and the Trustee to approve changes in the terms of the Bonds to permit the Bonds, on and after February 1, 1991, to bear new fixed rates of interest to maturity, without being subject to any subsequent mandatory purchase obligation of the Company. The Trustee has also been advised that it is expected that Corporate Travel - Twin Cities, .Inc., an affiliate of the Company and a major tenant of the project financed by the Bonds, will agree to guarantee payment when due of all principal of and interest. payable on the Bonds after February 1, 1991. Certain additional modifications will also be made as to redemption rights with respect to the Bonds after February 1, 1991. As a result of the foregoing changes, the Company has advised the Trustee that it anticipates, but cannot guarantee, that the ii-~~ Bonds will be successfully remarketed to provide funds sufficient to purchase all Bonds on February 1, 1991 as originally expected. Also, as a result of the foregoing changes in the terms of the Bonds, those holders who originally elected to retain their Bonds, will be no longer entitled to retain such Bonds on February 1, 199.1 automatically, but will be entitled to receive payment of the purchase price for the Bonds (principal, plus accrued interest) on February 1, 1991, to the extent funds are available therefor. Notwithstanding the expected mandatory purchase of all Bonds on February 1, 1991, all holders, including those who filed an Election to Retain, will be entitled, subject to prior sale and a successful remarketing, to purchase on February 1, 1991 new Bonds as amended and remarketed. The new Bonds may be so purchased at par from the remarketing agent, Miller & Schroeder Financial, Inc. , who prior to or concurrent with confirming any holder's purchase, will deliver a Remarketing Statement describing the terms and the credit of the new Bonds. All holders interested in so purchasing new Bonds may contact Miller & Schroeder Financial, Inc. by calling or writing Miller & Schroeder Financial, Inc. as stated below: Miller & Schroeder Financial, Inc. 7900 Xerxes Avenue South Suite 2300 Bloomington, MN 55431 Telephone: 1-800-328-6122 or 1-612-831-1500 Attention: Tim O'Neil If there are questions the Trustee may answer, please contact us by calling at 612- Dated: January , 1991. FIRST TRUST NATIONAL ASSOCIATION, as Trustee By Its 215\Corp\notice 2 11~3~ Draft 1/16/91 GIIARANTY AGREEMENT This Guaranty Agreement (the "Guaranty") dated as of February 1, .199.1, by and between Corporate Travel-Twin Cities, Inc., a Minnesota Corporation (the "Guarantor"), and First Trust National Association, St. Paul, Minnesota (together with any successor trustee or trustees under the Indenture described below, the "Trustee"); W I T N E 8 8 E T H WHEREAS, the City of Richfield, Minnesota, a municipal corporation and political subdivision of the State of Minnesota (the "Issuer") has issued its Commercial Development Revenue Refunding Bonds (Corporate Travel Building Project) Series 1987A and Series 1987E (the "Bonds") in the original principal amount of $4,535,000, pursuant to an Indenture of Trust dated as of December 1, 1987, as amended through the date hereof (as amended the "Indenture"); and ' WHEREAS, pursuant to the terms of the Indenture, the Bonds are required to be remarketed on February 1, 1991; and WHEREAS, proceeds of the Bonds were originally loaned to Dacotah Properties--Richfield, a Minnesota general partnership (the "Company") pursuant to a Loan Agreement, between the Issuer and the Company (the "Loan Agreement") for the purpose of funding the redemption of certain prior bonds of the Issuer, the proceeds of which were used to finance the acquisition, construction and equipping of a five-story, approximately 63,300 gross square foot commercial office building and adjacent parking facilities within the boundaries of the Issuer (the "Project"); and WHEREAS, the partners of the Company own sixty percent (60%) of the shares of the Guarantor; and WHEREAS, the Guarantor desires that the Bonds be remarketed and is willing to enter into this Guaranty in order to enhance the marketability of the Bonds and to induce the purchasers thereof to purchase the Bonds, all of which will produce economic advantages which will inure to the Company, and therefore to itself and to its own economic interest by reason of the ownership and control of a substantial amount of its shareholders of the partnership interests in the Company. NOW, .THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order for the Bonds to be remarketed, and to induce persons to purchase the Bonds, the ~ Guarantor herein covenants and agrees with the Trustee as follows: I (- 3~ ARTICLE I DEFINITIONS Except as otherwise provided herein, all capitalized terms used herein and not required by proper rules of grammar to be so capitalized are used with: the meanings assigned thereto in the Indenture of the Loan Agreement. ARTICLE II REPRESENTATION AND WARRANTIES The Guarantor hereby represents and warrants that the following are and shall be true and correct for the benefit of and may be relied upon by the Trustee, all holders of Bonds from time to time, and as express third party beneficiaries, the Issuer and the Company: (a) The Guarantor is a duly formed and validly existing corporation, in good standing under the laws of the State of Minnesota. (b) The Guarantor has full power and authority to execute, deliver and perform this Guaranty, and all other documents and certificates of the Guarantor to be executed and delivered in connection with the remarketing of the Bonds (collectively, the "Guarantor Documents"). (c) Assuming due authorization, execution and delivery. by each other party thereto, each of the Guarantor Documents has been duly and validly authorized, executed and delivered by the Guarantor and constitutes a valid and binding obligation of the Guarantor, enforceable in accordance with its terms, except to the extent limited by any future proceedings concerning the Guarantor under bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights, and principles of equity. (d) The execution, delivery and performance by the Guarantor Documents do not violate, conflict with or result in (with the passage of time, notice or otherwise), the breach of or the default or acceleration of performance or the imposition of a lien under, any terms or provisions of the Articles of Incorporation or By-laws of the Guarantor, or any law, ordinance, regulation, decree, order, agreement, or instrument of any nature whatsoever to which the Guarantor is a party or to which it or any of its property is subject. 2 i ~ -- ~+ o (e) The Guarantor is not in violation of or in default under any provision of its Articles of Incorporation or By- laws or any law, ordinance, regulation, decree, order, agreement or instrument of any nature whatsoever to which it is a party or to which it or any of its property is subject, other than violations or defaults. which would not have a material adverse effect on the financial condition of the Guarantor or the ability of the Guarantor to execute, deliver or perform its obligations under the Guarantor Documents. (f) There is no further approval, authorization, consent or other order of any public board or body required to be obtained by the Guarantor in order that it may execute and deliver the Guarantor Documents. _ (g) There is no action, suit or proceeding at law, in equity, or in arbitration to which the Guarantor is a party or to which it or its .property is subject before or by any court or adjudicative .or arbitration authority, agency, board or panel, which is pending, or, to the best of the Guarantor's knowledge, threatened, wherein an unfavorable decision, ruling or finding is likely and would materially adversely affect the financial condition of the Guarantor or its ability to execute, delivery or perform the Guarantor Documents. (h) -This Guaranty is made in furtherance of the Guarantor's business interests and the assumption by the Guarantor of its obligations hereunder will result in direct financial benefits to the Guarantor. ARTICLE III COVENANTS AND AGREEMENTS Section 3.1 Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to the Trustee for its benefit and that of its successors and assigns, for the benefit of the holders from time to time of the Bonds, the full and prompt (i) payment of (a) all Loan Repayments required to be made by the Company, or successors or assigns to the Trustee payable under the Loan Agreement, (b) principal of, premium, if any, and interest on the Bonds whether payable upon maturity, redemption, acceleration or otherwise., and (c) all expenses and charges, including court costs and attorneys'. fees, paid or incurred by the Trustee in attempting to realize upon any of the payments hereby guaranteed or in enforcing this Guaranty, and (ii) performance of all other obligations of the Company under- the Loan Agreement and the Mortgage. The Guarantor shall pay the foregoing amount to the Trustee in immediately available funds delivered to the Trustee no later than the second Business Day following receipt of a written demand therefor from the Trustee, accompanied by a statement from 3 the Trustee that payment is demanded and owing from the Guarantor in accordance with the terms of this Guaranty. The Guarantor shall be deemed to have received a written demand for payment when such demand is actually delivered to the Guarantor. at its address established pursuant to Section 5.10 hereof, and such demand will be deemed to have been delivered if sent by telecopies to the Guarantor, upon telephonic acknowledgement of receipt by Guarantor. Section 3.2 Oblictations Absolute. The obligations of the Guarantor under this.Guaranty shall be absolute, irrevocable and unconditional, and shall not be affected, modified or impaired upon the happening at any time of any event of any nature whatsoever, whether with or without notice to or the consent of the Company, the Trustee or .the Guarantor, including, without limitation, any of the following: (a) failure to give notice to the Guarantor or the Company of the occurrence of any event of default under the terms ~' AV.~I'1'F ~~w Tr~l w.. l._.~ ti ~~ ~. c ri ~- l~ r ~ ~ - ^ '; E T p=- err. i Z - ~- ; w C ~i-~z (i) any failure, omission, delay or lack on the part of the Trustee to enforce, assert or exercise any right, power or remedy conferred upon the Issuer or the Trustee by this Guaranty or any of the Bond Documents; (j) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, martialling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting, the Guarantor. or the Company or the Issuer, or any allegations or contests of the validity of any of the Bond Documents, this Guaranty, or a disaffirmance or attempted disaffirmance of the same; (k) the sale, assignment, leasing or other disposition of the Project by the Company; (1) the default or failure by the Guarantor to perform any of its obligations as set forth in this Guaranty; or (m) any event or occurrence that would in the absence of this section result in the release or discharge, in whole or in part, of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty. Section 3.3 No Set-Off. No set-off, counterclaim, reduction or diminution of an obligation, or any defense of any kind or nature whatsoever, which the Company or the Guarantor has or may have against the Issuer or the Trustee or which the Guarantor has or may have against the Company shall affect, modify or impair the Guarantor's obligations hereunder. Section 3.4 Enforcement. Upon the occurrence of an Event of Default as defined in Section 4.1 hereof, the Trustee may, and if requested to do so by the holders of 25$ in aggregate principal amount of Bonds then Outstanding, and upon indemnification as provided in the Indenture, the Trustee shall have -the right to proceed first and directly against the Guarantor under this Guaranty. without proceeding against or exhausting any other remedies which it may have and without resorting to any other security, claims or remedies held by or available to the Trustee. The right to enforce this Guaranty is vested exclusively in the Trustee, for the benefit of the holders at any time or from time to time of the Bonds; provided, however, that the holders of the. Bonds shall have the same rights of enforcement hereunder as are provided in Section of the Indenture upon the failure of the Trustee to act with respect thereto. 5 ~3 Section 3.5 Waivers by Guarantor. To the extent permitted ,~ by law, the Guarantor hereby waives with respect to each of the Bond Documents, the indebtedness evidenced thereby and this Guaranty the following; diligence; presentment; demand of payment, filing of claims with a court in the event of bankruptcy of the Issuer or Company or any .other person liable in respect of the Bonds or the Bond Documents; any right to require a proceeding first against the- Issuer or Company or any other such person; protest; notice of dishonor or nonpayment of any liabilities; and acceptance, notice or proof of reliance by the Issuer, Trustee or the holders of Bonds. Section 3.6 Subrogation. No payment by .the Guarantor pursuant to any provision. hereof shall entitle the Guarantor, by subrogation to the rights of the Issuer or the Trustee or _ otherwise, to any payment by the Company or-out of the property of the Company until all of the indebtedness evidenced by the Bonds and the Loan Agreement (.including interest) and all reasonable costs, expenses and attorneys' fees paid or incurred by the Issuer or the Trustee in endeavoring to collect the Bonds and the Loan Agreement and enforcing this Guaranty have been fully paid. The Guarantor will not exercise or enforce any right of contribution,. reimbursement, recourse or subrogation available to it as to any- indebtedness evidenced by the Bonds or the Loan Agreement against any person liable therefor, or as to any collateral security therefor, unless and until all such indebtedness shall have been fully paid and discharged. Section 3.7 Maintenance of Existence. The Guarantor agrees that it will not dissolve or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into another corporation or permit one or more corporations to consolidate with or merge into it without the prior written consent of the Trustee. Section 3.8 Limitation on Distributions. Except for payment of ordinary and reasonable salaries or other reasonable compensation for services or property provided to the Guarantor, the Guarantor shall not- pay any fee or make any other payment or distribution to any of its shareholders or any Affiliate of a shareholder as a dividend or otherwise if, at the time of such payment or other distribution, an Event of Default exists under this Guaranty or the Loan Agreement or will occur within 12 months following such payment or distribution as a result thereof, or if such payment or distribution exceeds the Net Cash Flow for the preceding 12 whole calendar months. For purposes of this Section 3.8, "Net Cash Flow" means the net income of the Guarantor arising from its ordinary operations, computed in accordance with generally accepted accounting principals, on an accrual basis, increased by depreciation and amortization expenses and any expenses paid from reserves,-and 6 r reduced by all payments for reduction of debt principal, payments for reserves and capital expenditures not made from reserves. "Affiliate" means in respect of any individual, corporation or partnership, another individual, corporation or partnership directly or indirectly controlling, controlled by or under common control with such first individual, corporation or partnership. Section 3.9 Re~ortina. The Guarantor shall keep true and proper books of records and accounts in which full and correct entries will be made of all its business transactions and will reflect in its financial statements adequate accruals and appropriations to reserves, all in accordance with generally accepted accounting principles. The Guarantor will cause to be delivered to the Trustee: (a) As soon as available, and in any event within 90 days after the end of the Guarantor's fiscal year,. balance sheets, statements of income and retained earnings and statements of cash flow reflecting the condition of the Guarantor as at the end of each fiscal year and the results of operations during the fiscal year, which financial statements shall be accompanied by an opinion of an independent certified public accountant to the effect that either (i) such financial statements present fairly the financial position of the Guarantor as of the close of the fiscal year then ended and the results of operations and the cash flows for the fiscal year then ended, all in conformity with generally accepted accounting principles applied on a basis consistent with the prior fiscal year, or (ii) a statement and explanation of why such opinion was not rendered, including an identification of all items and matters not presented in conformity with generally accepted accounting principles together with a certificate of the chief financial officer of the Guarantor stating whether such officer has knowledge of the occurrence of and Event of Default hereunder or of any event not theretofore reported and remedied which with notice or lapse of time or both .would constitute such an Event of Default and, if so, stating in reasonable detail the facts with respect thereto. Section 3.10 Notice and Service of Process. (a) The Guarantor hereby designates and appoints, without power of revocation, (i) the corporate secretary of the Guarantor. and (ii) CT Corporation System, Inc, as its agents upon whom may be served all process, pleadings, notices or other .papers which may be served upon the Guarantor as a result of any of its obligations under this Guaranty. Any notice, process, pleadings or other papers served upon the agents appointed in this subsection (a) shall, at the same 7 ii-~~ may be brought in the courts of record of the state of Minnesota or the courts of the United States located in such state; and (ii) consents to the jurisdiction of each such court in any such suit, action or proceedings. For such time as this Guaranty shall be in force, the Guarantor's agents designated in this Section shall accept and acknowledge on the Guarantor's behalf service of any and all process in such suit, action or proceeding brought in any such court. (c) The Guarantor agrees and consents that any such service of process upon such agents and written notice of such service to the Guarantor by certified mail pursuant to Section 5.11 hereof shall be valid personal service upon the Guarantor and that any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in the state of Minnesota, and waives all claim of error by reason of any such service. s i~_y~ ARTICLE ID EVENTS OF DEFAIILT Section 4.1 Events of Default. An "Event of Default" shall exist if any of the following occurs and is continuing: (a) the Guarantor fails to make any payment required by Section 3.1 hereof within the time therein permitted; (b) the Guarantor fails to comply with any other provision of this Guaranty, and such failure continues for more than thirty (30) days after written notice. of such failure has been given. by the Trustee to the Guarantor; (c) the Guarantor shall: (i) admit in writing its inability to pay its debts generally as-they become due; (ii) have an order for relief entered in any case commenced by or against it under the federal bankruptcy laws, as now or hereafter in effect; (iii) commence a proceeding under any other federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for a period of 60 days; (iv) make an assignment for the benefit of creditors; or (v) have a receiver or trustee appointed for it or for the whole or any substantial part of its property; or (d) any warranty, representation or other statement by or on behalf of the Guarantor contained in this Guaranty is false or misleading in any material respect. Section 4.2 Remedies. If an Event of Default exists, the Trustee may also proceed to enforce the provisions hereof by action at law or equity and to exercise any other rights, powers and remedies available to the Trustee. The Trustee, in its sole discretion, shall have the right to proceed first and directly against the Guarantor under this Guaranty without proceeding. against or exhausting any other remedies which it may have. The Guarantor shall pay to the Trustee and Issuer all reasonable costs and expenses (including legal fees and expenses) incurred in enforcement hereof and the exercise of any remedies hereunder. Section 4.3 Remedies Cumulative: Waiver and Notice. (a) No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy 9 i~-y~ given under this Guaranty or now or hereafter existing at law or in equity or by statute. (b) No delay or omission to exercise any right or power accruing upon the occurrence of any Event of Default hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. (c) In order to entitle the Trustee to exercise any remedy reserved to it in this Guaranty, it shall not be necessary to give any notice, other than such notice as may be expressly required in this Guaranty. (d) In the event any provision contained in this Guaranty should be breached by any party and thereafter duly waived by the other party so empowered to act, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. (e) No waiver, amendment, release or modification of this Guaranty shall be established by conduct, custom or course of dealing. 10 11-u S ARTICLE V MISCELLANEOIIB Section 5.1 Amendment. No provision of this Guaranty may be amended or waived, except by a writing signed by each party hereto and as permitted by the Indenture. The Trustee agrees that it will not enter into any amendment of any Bond Document without the Guarantor's prior written consent, which shall not be unreasonably withheld, provided that such amendment does not adversely affect the Guarantor or its obligations under this Guaranty. Section 5.2 Governing Law. This Guaranty shall be construed and governed in accordance with the laws of the State of Minnesota. Section 5.3 Captions. All captions used herein are only for purposes of reference and not for purposes of construction. Section 5.4 Successors. and Assigns. This Guaranty shall be binding upon and inure to the benefit of all permitted successors and assigns of the parties hereof. Section 5.5 Entire Ac,Lreement. This Guaranty constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. Section 5.6 Counterparts. This Guaranty may be executed simultaneously in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Sent-ion 5.7 Partial Invalidity. The invalidity or unenforceability of any one or more provisions of this Guaranty shall not affect the validity and enforceability of the remaining portions of this Guaranty, or any part thereof. Section 5.8 Time of Essence. Time is of the essence for the performance of this Guaranty. Section 5.9. .Survival. All warranties, representations and covenants made by the Guarantor herein shall be deemed to have been relied upon by the Trustee and the holders from time to time of the Bonds and shall survive the delivery of this Guaranty and the Bonds regardless of any investigation made by the Trustee or the holders from time to time of the Bonds or on their behalf. Section 5.10 Notices. Except as otherwise provided herein, all communications under this Guaranty shall be in writing and shall be deemed given when delivered and, if delivered by mail, shall be mailed by registered or certified first class mail; 11 1 I - ~-( q postage prepaid, and addressed as follows (or as is otherwise provided in writing by any party to the other): To the Guarantor: Corporate Travel-Twin Cities, Inc. Attn: To the Trustee: First Trust National Association First Trust Center 180 East Fifth Street St. Paul, Minnesota 55101 Attn: Corporate Trust Department Section 5.11 Termination of Guaranty. This Guaranty shall remain in effect so long as any Bonds remain Outstanding under the Indenture. IN WITNESS WHEREOF, the parties hereto have executed this Guaranty as of the date first above written. CORPORATE TRAVEL-TWIN CITIES, INC. By Its By Its FIRST TRUST NATIONAL ASSOCIATION By Its By Its 12 ii-~~ postage prepaid, and addressed as follows (or as is otherwise provided in writing by any party to the other): To the Guarantor: Corporate Travel-Twin Cities, Inc. Attn: To the Trustee: First Trust National Association First Trust Center 180 East Fifth Street St. Paul, Minnesota 55101 Attn: Corporate Trust Department Section 5.11 Termination of Guaranty. .This Guaranty shall remain in effect so long as any Bonds remain Outstanding under the Indenture. IN WITNE38 WHEREOF, the parties hereto have executed this Guaranty as of the date .first above written. CORPORATE TRAVEL-TWIN CITIES, INC. By Its By Its FIRST TRUST NATIONAL ASSOCIATION By .Its By Its 224\CORPTRAV\guar.agmt 1 2 I~ CITY OF RICHFIELD, MINNESOTA Council Letter No. 37 Agenda January 28, 1991 Issue Statement: Discussion of the policy opposing extension of runway 4/22. Background: The City Council of Richfield currently has a policy in opposition to the extension of 4/22. The opposition to the extension is based on the premise that. the primary purpose of the extension of 4/22 is to provide noise mitigation to limited. areas surrounding the airport. Richfield's position is that a more comprehensive examination of alternative ways to distribute noise should be prepared using an interactive planning approach. The City has encouraged the MAC to initiate the interactive planning process. That process will apparently be underway in the near future. (See attachment A.) The Metropolitan Airport Commission has stated that the primary purposes in runway extension include: ® both increase use of runway 4/22 to alleviate noise pressure from South Minneapolis and West Richfield residents ® to utilize the recently adapted runway use system ® to allow the use of a longer runway for heavily loaded international flights during summertime weather conditions On December 11, 1990, Don Priebe, Richfield's MASAC representative, submitted an alternative position for the City regarding the extension of .runway 4/22. A memo describing this position is attached. That position should be reviewed in whole and is therefore not summarized. Recommended Motion: Council discussion of the current City policy regarding extension of 4/22 and consideration of a revised policy as presented. Basis for Recommendation: It is appropriate to reconsider the initial position of extension of 4/22 at this time. Alternative Recommendation: Defer discussion to a later date. Discussion/Decision Mode: This matter will presented at the January 28 City Council Meeting. Respect ully submitted, Jam Prosser Cit ana er JDP:ds g Attachment METROPOLITAN AIRPORTS COMMISSION ~ ~ -~ .~°°`'S 5•-~, Minneapolis-Saint Paul International Airport sr '~ 6040 - 28th Avenue South • Minneapolis, MN 55450 ~ Phone (612) 726-8100 • Fax (612) 726-5296 _* ~ - r - r. O ,~~ •~wo OP~9L January 22, 1991 The Honorable Martin Kirsch Mayor of Richfield City Hall 6700 Portland Ave. Richfield, MN 55423 Council ~ G' :.. ~!- Clerk ...--- Pup.Soie:y ._-.-.- Dear Mayor Kirsch: ~ ~ ' In accordance with the Minnesota Legislature's Dual-Track strategy for the region's major airport, the Metropolitan Council and Metropolitan Airports Commission (MAC) have been planning for the air transportation needs of the area. By the end of this year, the MAC must adopt a long term comprehensive plan for Minneapolis-St. Paul Intennational Airport and submit this plan to the Legislature by January 1, 1992. To assist us with the development of this plan, we are establishing a MSP Airport Interactive Planning Group. This Group's responsibility is to help determine off site impacts and potential mitigation measures for each airport development proposal Membership in this Group consists of elected officials from the communities adjacent to the airport, the Metropolitan Counal and MAC. We invite the City of Richfield to participate in this planning process and to select a representative to serve on the MSP Airport Interactive Planning Group. We will notify you later this week as to the date and time of the first meeting. This will be a one-hour organizational session held at MAC offices at 6040 28th Avenue South, Minneapolis. In addition, a MSP Airport Planning Workshop - co-sponsored by the Metropolitan Council and MAC --will be held on Wednesday, January 30, from 9:00 a.m. until Noon at the St. Thomas University campus in St. Paul. The purpose of the Workshop will be to present the work to date and review and comment on the 1991 Work Program on the long term comprehensive plan for the Minneapolis- St. Paul International Airport. Further details and information will be sent to your City~s representative. We hope your City will be able to participate in both the MSP Airport Interactive Planning Group and the Workshop. We will call you soon to obtain your representative's name. In the meantime, if you have any questions, please call Jenn Unruh at 726-8100 ext. 291. Thank you for your interest. Sincerely, Nigel b. Finney Deputy Executive Director Planning & Environment cc: James Prosser, City Manager The Metropolitan Airports Commission is an affirmative action employer. Rel~r~rr Airports: AIRLAKE• ANOKA COl'NTY BLAINE• CRYSTAL• (LYING GLOUD• LAKE ELAtO• SAINT PAUL DO\1'XTO\4'N I a-~ MEMORANDUM DATE: December il, 1990. T0: Richfield Airport Strategy Group FROM: Don Priebe SUBJECT: 4-22 Extension I believe our position on the 4-22 extension should be along the following lines. I. We have no objection to the extension of the runway to 11,000 feet as a part of improving the overall operating efficiency of the airport. We would willingly accept our share of additional. traffic on runway 22 from the present brake release point providing a reasonably equal share use of the extended runway in the opposite direction. We would require adequate safeguards to prevent displacement of the departure threshold on runway 22 closer to Richfield and Bloomington after completion of the extension. II. We are unalterably opposed to the proposed displacement of the departure threshold on runway 22 for the following .reasons. A. It does nothing to increase or improve the capacity of the airport. B. Its sole purpose is to transfer huge amounts of departure traffic noise from the northwest to the southwest at increased intensity because the planes would start their takeoff roll one-half mile closer to our residents. There would be no limit to-the increased traffic on runway 22 and we could return to a situation similar to the late 70's and early 80's when, at times, runway 22 received 7 to 14 times as many departures as those to the northwest and northeast. C. It would likely exacerbate rather than correct the most glaring inequity in the current distribution of aircraft traffic - the lack of flights over St. Paul at the northeast end of 4-22. D. Departure traffic to the northwest on runway 29L and 29R could be reduced by changing control tower procedures. In the first nine months of 1986-when traffic levels were six percent higher than in 1990, departures on 29L and 29R averaged 14.9 percent of the total, compared to a fully equal share of .16.67 percent for each runway. Departures on 22 averaged.l2.8 percent. Richfield Airport Strategy Group. ~ a ,3 December 11, 1990 Page 2 A return to 1986 .control tower procedures could reduce traffic on 29L and 29R well below 1986 averages because traffic levels are lower now and the restrictions on flights to the northeast in effect in 1986 have been eliminated. E. Since 1970, the decision to direct excessive traffic to the southwest has been justified by the contention that fewer people would be•affected. Yet, both the 1970 and 1980 census show more people are affected by runway 22 than runway 29L, runway 29R or runway 4. Area nw 1970 Census 1980 Census Bloomington-Richfield 22 52,706 42,082 .68th to 98th East of 35W Minneapolis* 29L 48,394* 41,689* South of 42nd, Lyndale to Minnehaha plus Richfield 29R 48,394* 41,689* North of 68th, East of 35W St. Paul 4 43,424 38,335 South of St. Clair, West of Victoria *Two-thirds of the total people in the area are applied to each runway to account for those who are affected by both runways. III. Analysis of arguments for accepting 4-22 extension project. A. The argument states we should give in on the 4-22 extension'so as to improve our chances of getting an acceptable solution to the New Ford Town and Rich Acres problem. Answer: New Ford Town and Rich Acres a solution to their situation because responsible. We should not have to p~ greater number of Richfield residents worse conditions in order to get fair Ford Town and Rich Acres. residents deserve the airport is it an equal or even into the same or treatment for New B. The argument states that our refusal to accept the 4-22 extension increases the likelihood that the airport will move. Answer:~.The airport will move only when there are real capacity problems and this project has no affect on capacity. If the price of retaining the airport here is a substantial degradation in the quality of life for large numbers of our residents, we should probably accept its departure.. DP:ff 13 CITY OF RICHFIELD, MINNESOTA Council Letter No. 38 Agenda January 28, 1991 Issue Statement: Consideration of approval of workers' compensation settlement. Background: In 1985, a Richfield Police Officer was injured while responding to a call for medical assistance for a burn victim. The fall .. resulted in a severe blow to the Officer's head and neck, both of which had been previously injured in a non-work related auto accident in the previous year. As a result of the effect of these injuries, the Police Officer was unable to perform the duties and responsibilities of the position and was paid temporary total disability benefits, temporary partial disability benefits, rehabilitation benefits, retraining benefits and all medical expenses since the fall on February, 1985. Fortunately, the non-work related injuries from 1984 were registered by City staff with the State's Second Injury Fund, which means the City has been reimbursed for much of the benefits already paid. ~ At this time, the former employee (claimant) has a pending claim petition against the City seeking an award of a 30.150 disability of the whole body along with certain additional temporary disability benefits retroactive to May, 1990. However, the City and representatives of the claimant have tentatively agreed to settle this matter for $b0,000 and future medical treatment only for admitted workers' compensation related injuries sustained. It is the position of the legal staff representing the City that the settlement is a reasonable one. In addition, the Second Injury Fund will be responsible for reimbursing the City for the cost of the settlement. Thus, the City's real costs of this matter are legal fees which we incur for defending this claim and any future assessments the City may pay to the Second Injury Fund in premiums as a direct result of the settlement. Recommended Motion: Approve the settlement to the claimant in the amount of Sb0,000. Basis of Recommendation: 1. The settlement package under consideration is a full, final and complete settlement except for future medical treatment of admitted injuries. 2. City staff and Attorney consider this settlement to be reasonable and recommend acceptance of the offer. 3. The settlement amount will be reimbursed to the City from the Second Injury Fund. 13 --1 4. A resolution of this matter would be beneficial to both the City and the claimant in that both parties may conclude this matter. Alternative Recommendation: 1. Do not approve the settlement. 2. Authorize settlement but for a lesser figure. However, it is highly unlikely that a reduced amount would be accepted at this time by the claimant. Discussion/Decision Mode: This item has been scheduled for January 28, 1991 so that the City attorney's office may execute a signed stipulation with the claimant in a timely manner. Action on this item is suggested for January 28, 1991 in order to take advantage of .all essential elements of constructing the settlement agreement. Respectfully submitted, James D. Prosser City Manager JDP:cak i~ CITY OF RICHFIELD, MINNESOTA Council Letter No. 39 Agenda January 28, 1991 Issue Statement: Consideration of a request to pay legal fees related to council vacancy dispute. Background• John Westrick, the attorney for Steve Quam, has submitted a legal bill to the City in the amount of $4829.75. The bill is for legal services rendered in connection with the litigation initiated by Steve Quam against Council Members Kirsch, Ludeman and Sandahl. Recommended Motion: The Council should make a determination whether the bill will be paid. Basis for Recommendation: The City Attorney has advised that the bill can be legally paid by the City. However, the Council may also decide not to pay the bill. It is important to distinguish payment of this bill from other legal bills related to the defense of the suit initiated by Steve Quam. The City Attorney has advised that costs pertaining Council Members' defense of the action are obligations of the City. However the obligation to pay the Quam bill is not as clear. Final determination of payment of this bill should be made by the City Council. Alternative Recommendation.: None. Discussion/Decision Mode: This matter will be presented meeting of January 28, 1991. JDP:ds for discussion at the council Respec lly submitted, Ja D. Prosser City Manager JOHN G. WESTRICK ATTORNEY ANO COUNSELOR AT LAW Sr. PAUL ATHLETIC Clue &oO. ~~ CEDAR STREET, SUITE 1 ~ 12 ST. PAUL, MN 55101 LICENSED TO PRACTICE Ri MINNESOTA AND NEBRASKA December 5, 1990. i ~- ~ TEL. (612) 222-3661 FAX (612) 222-8717 .'> Mr. James D. Prosser City Manager City of Richfield 6700 Portland Ave. So. Richfield, Minnesota 55423 Re: Legal Fees, Quam v. Kirsch, et al. Court File No. MX 90-021949 COPY STATEMENT FOR SERVICEB/COSTS RENDERED Date Service Time 11/27/90 Conference with Steve Quam re: facts, circumstances, and law underlying case 4.50 Conference with clerk of Hennepin County District Court re: scheduling emergency hearing .50 Legal research re: preparation of writ/memorandum of law 6.50 Preparation of writ; preparation of memorandum of law; preparation of order; preparation of affidavits; revision of same 5.50 11/28/90 Conference with S. Quam and G. Anderson 1.25 Travel to hearing; attend hearing; file documents with clerk; check out original order for service; conference with district court law clerk; travel from hearing 4.75 i~ -a Mr. James D. Prosser December 5, 1990 Page Two Date ,~grvice Time 11/28/90 Prepare order to show cause for. service; (cont'd) obtain service; telephone conference with client regarding service ~ 3.00 11/29/90 Additional legal research 3.50 Preparation for hearing 3.00 Telephone conference with S. Quam (3) 1.00 Review recording of city council minutes; travel to Richfield City .Office to obtain copies of transcript of minutes 1.75 CppY 11/30/90 Travel to hearing; attend hearing; travel from hearing 3.00 Conference with S. Quam 1.00 Attend City Council meeting; review order; service of court order 4.50 12/01/90 Attend City Council meeting; conference with Quam; telephone conference between attorneys Total Hours: 46.75 46.75 Hours @ $100.00/Hour = $4,675.00 1 i~-3 Mr. James D. Prosser December 5, 1990 Page Three COSTS Filing Fee (petition) $ 93.00 Filing Fee (writ of mandamus) 10.00 Service costs on Kirsch, Ludeman, and Sandahl 45.00 Copy costs ~~ Total Costs: $154.75 Total Services 54,675.00 Total Services and Costs $4,829.75 Please make a check payable to John G. Westrick. Thank you~O~Y (~ John G. Westrick