22-037 (04-05) Award Sale of Bonds1
GL135-36-780703.v2
Extract of Minutes of Meeting
of the City Council of the City of
Golden Valley, Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Golden Valley, Minnesota, was duly held in the City Hall in the City on Tuesday, April 5, 2022,
commencing at 6:30 P.M.
The following members were present:
Mayor Shepard M. Harris, Council Members Maurice Harris, Denise La Mere-Anderson, Gillian
Rosenquist, and Kimberly Sanberg.
and the following were absent:
* * * * * * * * *
The Mayor announced that the next order of business was consideration of the proposals
which had been received for the purchase of the City’s $3,895,000 General Obligation
Improvement Bonds, Series 2022A.
The City Finance Director presented a tabulation of the proposals that had been received
in the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth
in Exhibit A attached.
After due consideration of the proposals, Member M. Harris then introduced the following
resolution, and moved its adoption:
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RESOLUTION NO. 22-037
A RESOLUTION AWARDING THE SALE OF
$3,895,000 GENERAL OBLIGATION
IMPROVEMENT BONDS, SERIES 2022A
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Golden Valley, Hennepin County,
Minnesota (the “City”) as follows:
Section 1. Sale of Bonds.
1.01. Authorization. It is hereby determined that it is necessary and expedient that the
City issue its $3,895,000 General Obligation Improvement Bonds, Series 2022A (the “Bonds”)
pursuant to Minnesota Statutes, Chapters 429 and 475, as amended (the “Act”) to provide
financing for certain assessable public improvements in the City, including without limitation the
City’s 2022 Pavement Management Program (the “Improvements”). The City is authorized by
Minnesota Statutes, Section 475.60, Subdivision 2(9) to negotiate the sale of the Bonds if the City
has retained an independent municipal advisor in connection with such sale. The City has retained
Baker Tilly Municipal Advisors, LLC, in Saint Paul, Minnesota as an independent municipal
advisor in connection with the sale of the Bonds.
1.02. Award to the Purchaser and Interest Rates. The proposal Robert W. Baird & Co.,
Incorporated, Milwaukee, Wisconsin (the “Purchaser”) to purchase the Bonds of the City
described in the Terms of Proposal thereof is hereby found and determined to be a reasonable offer
and is hereby accepted, the proposal being to purchase the Bonds at a price of $4,098,103.18 (par
amount of $3,895,000.00, plus a premium of $239,408.80 less an underwriter’s discount of
$36,305.62), for Bonds bearing interest as follows:
Year of
Maturity
Interest
Rate
Year of
Maturity
Interest
Rate
2023 5.00% 2030 5.00%
2024 5.00 2031 3.00
2025 5.00 2032 3.00
2026 5.00 2036* 2.65
2027 5.00 2038* 3.00
2028 5.00 2040* 3.00
2029 5.00 2042* 3.00
*Term Bond
1.03. Purchase Contract. Any amount paid by the Purchaser over the minimum purchase
price shall be credited to the Debt Service Fund hereinafter created or deposited in the Construction
Fund hereinafter created, as determined by the City Finance Director in consultation with the
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City’s municipal advisor. The City Finance Director is directed to retain the good faith check of
the Purchaser, pending completion of the sale of the Bonds. The Mayor and City Clerk are
authorized to execute a contract with the Purchaser on behalf of the City, if requested by the
Purchaser.
1.04. Terms and Principal Amount of Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act in the total principal amount of $3,895,000.00, originally dated the date
of delivery, in fully registered form, in denominations of $5,000 each or any integral multiple
thereof, numbered No. R-1 and upward, bearing interest as above set forth, and maturing serially
on February 1 in the years and amounts as follows:
Year Amount Year Amount
2023 $160,000 2030 $205,000
2024 70,000 2031 210,000
2025 70,000 2032 215,000
2026 290,000 2036* 725,000
2027 300,000 2038* 355,000
2028 310,000 2040* 385,000
2029 195,000 2042* 405,000
*Term Bond
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
1.05. Optional Redemption. The City may elect on February 1, 2030, and on any day
thereafter to prepay Bonds maturing on or after February 1, 2031. Redemption may be in whole
or in part and if in part, at the option of the City and in such manner as the City will determine. If
less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by
lot the amount of each participant’s interest in such maturity to be redeemed and each participant
will then select by lot the beneficial ownership interests in such maturity to be redeemed.
Prepayments will be at a price of par plus accrued interest.
1.06. Term Bond; Mandatory Redemption. The Bonds maturing on February 1, 2036,
February 1, 2038, February 1, 2040 and February 1, 2042 shall hereinafter be referred to
collectively as the “Term Bonds.” The principal amounts of the Term Bonds subject to mandatory
sinking fund redemption on any date may be reduced through earlier optional redemptions, with
any partial redemption of the Term Bonds credited against future mandatory sinking fund
redemptions of such Term Bond in such order as the City shall determine. The Term Bon ds are
subject to mandatory sinking fund redemption and shall be redeemed in part by lot at par plus
accrued interest on the sinking fund installment dates and in the principal amounts as follows:
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Sinking Fund Installment Date Principal Amount
February 1, 2036 Term Bonds
2033 $220,000
2034 165,000
2035 170,000
2036 (maturity) 170,000
Sinking Fund Installment Date Principal Amount
February 1, 2038 Term Bonds
2037 $175,000
2038 (maturity) 180,000
Sinking Fund Installment Date Principal Amount
February 1, 2040 Term Bonds
2039 $190,000
2040 (maturity) 195,000
Sinking Fund Installment Date Principal Amount
February 1, 2042 Term Bonds
2041 $200,000
2042 (maturity) 205,000
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated
as of the date of authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue. The interest
on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2022,
to the registered owners thereof of record as of the close of business on the 15th day of the
immediately preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer
agent, authenticating agent and paying agent (the “Registrar”). The effect of registration and the
rights and duties of the City and the Registrar with respect thereto are as follows:
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(a) Register. The Registrar will keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the transferor. The
Registrar may, however, close the books for registration of any transfer after the 15th day
of the month preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar will authenticate and deliver one or more new Bonds of
a like aggregate principal amount and maturity as requested by the registered owner or the
owner’s attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is at any time registered in the bond register as the absolute owner
of such Bond, whether the Bond is overdue or not, for the purpose of receiving payment
of, or on account of, the principal of and interest on the Bond and for all other purposes
and payments so made to a registered owner or upon the owner’s order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar for
any tax, fee or other governmental charge required to be paid with respect to the transfer
or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon
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the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar
of evidence satisfactory to the Registrar that the Bond was destroyed, stolen or lost, and of
the ownership thereof, and upon furnishing to the Registrar an appropriate bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, in which
both the City and the Registrar must be named as obligees. Bonds so surrendered to the
Registrar will be cancelled by the Registrar and evidence of such cancellation must be
given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or
been called for redemption in accordance with its terms it is not necessary to issue a new
Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
written notice thereof identifying the Bonds to be redeemed will be given by the Registrar
by mailing a copy of the redemption notice by first class mail (postage prepaid) at least 30
days prior to the redemption date to the registered owner of each Bond to be redeemed at
the address shown on the registration books kept by the Registrar and by publishing the
notice if required by law. Failure to give notice by publication or by mail to any registered
owner, or any defect therein, will not affect the validity of the proceedings for the
redemption of Bonds. Bonds so called for redemption will cease to bear interest after the
specified redemption date, provided that the funds for the redemption are on deposit with
the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints U.S. Bank Trust Company,
National Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Clerk
are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon
merger or consolidation of the Registrar with another corporation, if the resulting corporation is a
bank or trust company authorized by law to conduct such business, the resulting corporation is
authorized to act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to remove the
Registrar upon 30 days’ notice and upon the appointment of a successor Registrar, in which event
the predecessor Registrar must deliver all cash and Bonds in its possession to the successor
Registrar and deliver the bond register to the successor Registrar. On or before each principal or
interest due date, without further order of this Council, the City Finance Director must transmit to
the Registrar moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Finance Director and executed on behalf of the City by the signatures of the
Mayor and the City Clerk, provided that all signatures may be printed, engraved or lithographed
facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears
on the Bonds ceases to be such officer before the delivery of any Bond, that signature or facsimile
will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained
in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory
for any purpose or entitled to any security or benefit under this Resolution unless and until a
certificate of authentication on the Bond has been duly executed by the manual signature of an
authorized representative of the Registrar. Certificates of authentication on different Bonds need
not be signed by the same representative. The executed certificate of authentication on a Bond is
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conclusive evidence that it has been authenticated and delivered under this Resolution. When the
Bonds have been so prepared, executed and authenticated, the City Finance Director will deliver
the same to the Purchaser thereof upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price.
Section 3. Form of Bond.
3.01. Form of Bond. The Bonds will be printed or typewritten in substantially the form
set forth in Exhibit B attached hereto.
3.02 Approving Legal Opinion. The City Finance Director is authorized and directed to
obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered,
Minneapolis, Minnesota, which will be complete except as to dating thereof and to cause the
opinion to be printed on or accompany each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01 Debt Service Fund. For the convenience and proper administration of the moneys
to be borrowed and repaid on the Bonds and to provide adequate and specific security for the
Purchaser and holders from time to time of the Bonds, there is hereby created a special fund to be
designated the General Obligation Improvement Bonds, Series 2022A Debt Service Fund (the
“Debt Service Fund”). The Debt Service Fund shall be administered and maintained by the
Finance Director as a bookkeeping account separate and apart from all other funds maintained in
the official financial records of the City. Amounts in the Debt Service Fund are irrevocably
pledged to the Bonds. To the Debt Service Fund hereby created, there is hereby pledged and
irrevocably appropriated and there will be credited: (A) the proceeds of ad valorem taxes herein
or hereafter levied (the “Taxes”), and, subject to 4.02, the special assessments levied against the
property specially benefited by the Improvements (the “Assessments”); (B) capitalized interest
financed from Bond proceeds, if any; (C) the amount over the minimum purchase price paid by
the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with
Section 1.03 hereof; and (D) all investment earnings on funds in the Debt Service Fund; and (E)
any and all other moneys which are properly available and are appropriated by the City Council to
the Debt Service Fund. The Debt Service Fund will be maintained in the manner herein specified
until all of the Bonds and the interest thereon will have been fully paid. The Finance Director will
report to the City Council any current or anticipated deficiency in the Debt Service Fund in the
amount necessary to pay the principal of and interest on the Bonds when due. If a payment of
principal or interest on the Bonds becomes due when there is not sufficient money in the Debt
Service Fund to pay the same, the City Finance Director is directed to pay such principal or interest
from other funds of the City, and such fund will be reimbursed for those advances out of the
proceeds of Assessments and Taxes when collected.
4.02 Construction Fund. The proceeds of the Bonds, less the appropriations made in
Section 4.01, together with the Assessments collected during the construction of the Improvements
and any other funds appropriated for the Improvements will be deposited in a separate construction
fund (the “Construction Fund”) to be used solely to defray expenses of the Improvements and the
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payment of principal and interest on the Bonds prior to the completion and payment of all costs of
the Improvements. Any balance remaining in the Construction Fund after completion of the
Improvements and payment of the costs thereof, may be used to pay the cost in whole or in part of
any other improvement instituted under the Act under the direction of the City Council or may be
used as provided in Minnesota Statutes, section 475.65. Thereafter, the Construction Fund is to
be closed and any remaining balances therein and subsequent collections of Assessments for the
Improvements and any Taxes are to be deposited in the Debt Service Fund.
4.03. City Covenants. The City hereby covenants with the holders from time to time of the
Bonds as follows:
(a) It is hereby determined that the Improvements will directly and indirectly
benefit abutting property and other identified property, and that at least 20% of the costs of
the Improvements to the City will be paid by Assessments. The City has caused or will cause
the Assessments for the Improvements to be promptly levied so that the first installment will
be collectible not later than 2023 and will take all steps necessary to assure prompt collection,
and the levy of the Assessments is hereby authorized. The City Council will cause to be taken
with due diligence all further actions that are required for the construction of each
Improvement financed wholly or partly from the proceeds of the Bonds, and will take all
further actions necessary for the final and valid levy of the Assessments and the appropriation
of any other funds needed to pay the Bonds and interest thereon when due.
(b) In the event of any current or anticipated deficiency in Assessments and Taxes,
the City Council will levy additional ad valorem taxes in the amount of the current or
anticipated deficiency.
(c) The City will keep complete and accurate books and records showing:
receipts and disbursements in connection with the Improvements, Assessments levied therefor
and other funds appropriated for their payment, collections thereof and disbursements
therefrom, monies on hand and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least annually and
will furnish copies of such audit reports to any interested person upon request.
4.04. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the
Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property
in the City, which will be spread upon the tax rolls and collected with and as part of other general
taxes of the City. The taxes will be credited to the Debt Service Fund above provided and will be
in the years (being each year of collection) and amounts as set forth in Exhibit C. The tax levies
will be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City
reserves the right to reduce the levies in the manner and to the extent permitted by Section 475.61,
subdivision 3 of the Act, and the County Auditor will thereupon reduce the levy collectible during
such year by the amount so certified.
4.05. Certification to County Auditor as to Debt Service Fund Amount. It is hereby
determined that the estimated collections of Assessments and the foregoing Taxes will produce at
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least 5% in excess of the amount needed to meet when due the principal and interest payments on
the Bonds.
4.06. County Auditor Certificate as to Registration and Tax Levy. The City Clerk is
authorized and directed to file a certified copy of this resolution with the County Auditor of
Hennepin County and to obtain the certificate required by Minnesota Statutes, Section 475.63, that
the Bonds have been entered in their register and the tax levy required by law has been made.
4.07. General Obligation Pledge. For the prompt and full payment of the principal of and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers
of the City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is
ever insufficient to pay all principal and interest then due on the Bonds and any other bonds
payable therefrom, the deficiency will be promptly paid out of monies in the general fund of the
City which are available for such purpose, and such general fund may be reimbursed with or
without interest from the Debt Service Fund when a sufficient balance is available therein.
Section 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies
of proceedings and records of the City relating to the Bonds and to the financial condition and
affairs of the City, and such other certificates, affidavits and transcripts as may be required to show
the facts within their knowledge or as shown by the books and records in their custody and under
their control, relating to the validity and marketability of the Bonds, and such instruments,
including any heretofore furnished, may be deemed representations of the City as to the facts stated
therein.
5.02. Certification as to Official Statement. The Mayor, City Manager, City Clerk and
Finance Director, or any of them, are authorized and directed to certify that they have examined
the Official Statement prepared and circulated in connection with the issuance and sale of the
Bonds and that to the best of their knowledge and belief the Official Statement is, as of the date
thereof, a complete and accurate representation of the facts and representations made therein as of
the date of the Official Statement.
5.03. Other Certificates. The Mayor, City Manager, City Clerk and Finance Director, or
any of them, are hereby authorized and directed to furnish to the Purchaser at the closing such
certificates as are required as a condition of sale. Unless litigation shall have been commenced
and be pending questioning the Bonds or the organization of the City or incumbency of its officers,
at the closing the Mayor, City Manager, City Clerk and Finance Director, or any of them, shall
also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation,
and the Finance Director shall also execute and deliver a certificate as to payment for and delivery
of the Bonds.
5.04. Electronic Signatures. The electronic signature of the Mayor, City Clerk, and
Finance Director, or any of them, to this resolution and to any certificate authorized to be executed
hereunder shall be as valid as an original signature of such party and shall be effective to bind the
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City thereto. For purposes hereof, (i) “electronic signature” means (a) a manually signed original
signature that is then transmitted by electronic means or (b) a signature obtained through DocuSign
or Adobe or a similarly digitally auditable signature gathering process; and (ii) “transmitted by
electronic means” means sent in the form of a facsimile or sent via the internet as a portable
document format (“pdf”) or other replicating image attached to an electronic mail or internet
message.
Section 6. Tax Covenants.
6.01. Tax-Exempt Bonds. The City covenants and agrees with the holders from time to
time of the Bonds that it will not take or permit to be taken by any of its officers, employees or
agents any action which would cause the interest on the Bonds to become subject to taxation under
the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations
promulgated thereunder, in effect at the time of such actions, and that it will take or cause its
officers, employees or agents to take, all affirmative action within its power that may be necessary
to ensure that such interest will not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter amended and made applicable to the
Bonds.
6.02. No Rebate Required.
(a) The City will comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bonds under
Section 103 of the Code, including without limitation requirements relating to temporary
periods for investments, limitations on amounts invested at a yield greater than the yield
on the Bonds, and the rebate of excess investment earnings to the United States, if the
Bonds do not qualify for the small issuer exception to the federal arbitrage rebate
requirements.
(b) For purposes of qualifying for the small-issuer exception to the federal
arbitrage rebate requirements, the City finds, determines and declares that the aggregate
face amount of all tax-exempt bonds (other than private activity bonds) issued by the City
(and all subordinate entities of the City) during the calendar year in which the Bonds are
issued is not reasonably expected to exceed $5,000,000, within the meaning of Section
148(f)(4)(D) of the Code.
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of
the Bonds or the Improvements financed by the Bonds, or to cause or permit them or any of them
to be used, in such a manner as to cause the Bonds to be “private activity bonds” within the
meaning of Sections 103 and 141 through 150 of the Code.
6.04. Qualified Tax Exempt Obligations. In order to qualify the Bonds as “qualified tax-
exempt obligations” within the meaning of Section 265(b)(3) of the Code, the City makes the
following factual statements and representations:
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(a) the Bonds are not “private activity bonds” as defined in Section 141 of the
Code;
(b) the City hereby designates the Bonds as “qualified tax-exempt obligations”
for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than any
private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the
City (and all subordinate entities of the City) during calendar year 2022 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar
year 2022 have been designated for purposes of Section 265(b)(3) of the Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any
federal procedural requirements which may apply in order to effectuate the designations made by
this section.
Section 7. Book-Entry System; Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten
or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns (“DTC”). Except as provided in this section, all
of the outstanding Bonds will be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying
Agent will have no responsibility or obligation to any broker dealers, banks and other financial
institutions from time to time for which DTC holds Bonds as securities depository (the
“Participants”) or to any other person on behalf of which a Participant holds an interest in the
Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy
of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of
Bonds, as shown by the registration books kept by the Registrar) of any notice with respect to the
Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner of Bonds, of any amount with respect to principal of,
premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent ma y treat
and consider the person in whose name each Bond is registered in the registration books kept by
the Registrar as the holder and absolute owner of such Bond for the purpose of payment of
principal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
premium, if any, and interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Registrar, and all such payments will be
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valid and effectual to fully satisfy and discharge the City’s obligations with respect to payment of
principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid.
No person other than a registered owner of Bonds, as shown in the registration books kept by the
Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., the words “Cede & Co.,” will refer to such new
nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy
of the same to the Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the “Representation Letter”) which will govern payment
of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will
agree to take all action necessary for all representations of the City in the Representation Letter
with respect to the Registrar and Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests in
the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Bond certificates. In such event the
City will issue, transfer and exchange Bond certificates as requested by DTC and any other
registered owners in accordance with the provisions of this Resolution. DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to the
City and discharging its responsibilities with respect thereto under applicable law. In such event,
if no successor securities depository is appointed, the City will issue and the Registrar will
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC’s
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City
hereby covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure
of the City to comply with the Continuing Disclosure Certificate will not be considered an event
of default with respect to the Bonds; however any Bondholder may take such actions as may be
necessary and appropriate, including seeking mandate or specific performance by court order, to
cause the City to comply with its obligations under this section.
8.02. Execution of Continuing Disclosure Certificate. “Continuing Disclosure
Certificate” means that certain Continuing Disclosure Certificate executed by the Mayor and City
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Clerk and dated the date of issuance and delivery of the Bonds, as originally executed and as it
may be amended from time to time in accordance with the terms thereof.
Section 9. Defeasance. When the Bonds and all accrued interest thereon, have been
discharged as provided in this section, all pledges, covenants and other rights granted by this
resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of
the City for the prompt and full payment of the principal of and interest on the Bonds will remain in
full force and effect. The City may discharge the Bonds which are due on any date by depositing with
the Registrar on or before that date a sum sufficient for the payment thereof in full or by depositing
irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for this purpose,
cash or securities which are backed by the full faith and credit of the United States of America, or any
other security authorized under Minnesota law for such purpose, bearing interest payable at such times
and at such rates and maturing on such dates and in such amounts as shall be required and sufficient,
subject to sale and/or reinvestment in like securities, to pay said obligation(s), which may include any
interest payment on such Bond and/or principal amount due thereon at a stated maturity (or if
irrevocable provision shall have been made for permitted prior redemption of such principal amount,
at such earlier redemption date). If any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with
interest accrued to the date of such deposit.
The motion for the adoption of the foregoing resolution was duly seconded by Member
Sanberg, and upon vote being taken thereon, the following voted in favor thereof: Shepard M.
Harris, Maurice Harris, Denise La Mere-Anderson, Gillian Rosenquist, and Kimberly Sanberg.
and the following voted against the same: None.
whereupon said resolution was declared duly passed and adopted by the City Council of Golden
Valley, Minnesota this 5th day of April 2022.
_____________________________
Shepard M. Harris, Mayor
ATTEST:
_____________________________
Theresa Schyma, City Clerk
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STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN ) SS.
)
CITY OF GOLDEN VALLEY )
I, the undersigned, being the duly qualified and acting City Clerk of the City of Golden
Valley, Hennepin County, Minnesota, do hereby certify that I have carefully compared the
attached and foregoing extract of minutes of a regular meeting of the City Council of the City held
on April 5, 2022 with the original minutes on file in my office and the extract is a full, true and
correct copy of the minutes insofar as they relate to the issuance and sale of $3,895,000 General
Obligation Improvement Bonds, Series 2022A of the City.
WITNESS My hand of the City this 6th day of April, 2022.
Theresa Schyma, City Clerk
Golden Valley, Minnesota
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EXHIBIT A
PROPOSALS
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EXHIBIT B
FORM OF BOND
No. R-_____ $________
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2022A
Rate
Maturity Date
Date of
Original Issue
CUSIP
%
February 1, 20__
May __, 2022
Registered Owner: Cede & Co.
The City of Golden Valley, Minnesota, a duly organized and existing municipal
corporation in Hennepin County, Minnesota (the “City”), acknowledges itself to be indebted and
for value received hereby promises to pay to the Registered Owner specified above o r registered
assigns, the principal sum set forth above on the Maturity Date specified above, unless called for
earlier redemption, with interest thereon from the date hereof at the annual Rate specified above
(calculated on the basis of a 360-day year of twelve 30 day months), payable February 1 and
August 1 in each year, commencing August 1, 2022, to the person in whose name this Bond is
registered at the close of business on the 15th day (whether or not a business day) of the
immediately preceding month. The interest hereon and, upon presentation and surrender hereof,
the principal hereof are payable in lawful money of the United States of America by check or draft
by U.S. Bank Trust Company, National Association, St. Paul, Minnesota, as Registrar, Payin g
Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution
described herein. For the prompt and full payment of such principal and interest as the same
respectively become due, the full faith and credit and taxing powers of the City have been and are
hereby irrevocably pledged.
The City may elect on February 1, 2030, and on any date thereafter to prepay Bonds due
on or after February 1, 2031. Redemption may be in whole or in part and if in part, at the option
of the City and in such manner as the City will determine. If less than all Bonds of a maturity are
called for redemption, the City will notify the Depository Trust Company (“DTC”) of the particular
amount of such maturity to be prepaid. DTC will determine b y lot the amount of each participant’s
interest in such maturity to be redeemed and each participant will then select by lot the beneficial
ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus
accrued interest.
The Bonds maturing on February 1, 2036, February 1, 2038, February 1, 2040 and February
1, 2042 shall hereinafter be referred to collectively as the “Term Bonds.” The principal amounts
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of the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced
through earlier optional redemptions, with any partial redemption of the Term Bonds credited
against future mandatory sinking fund redemptions of such Term Bond in such order as the City
shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be
redeemed in part by lot at par plus accrued interest on the sinking fund installment dates and in the
principal amounts as follows:
Sinking Fund Installment Date Principal Amount
February 1, 2036 Term Bonds
2033 $220,000
2034 165,000
2035 170,000
2036 (maturity) 170,000
Sinking Fund Installment Date Principal Amount
February 1, 2038 Term Bonds
2037 $175,000
2038 (maturity) 180,000
Sinking Fund Installment Date Principal Amount
February 1, 2040 Term Bonds
2039 $190,000
2040 (maturity) 195,000
Sinking Fund Installment Date Principal Amount
February 1, 2042 Term Bonds
2041 $200,000
2042 (maturity) 205,000
The City Council has designated the Bonds as “qualified tax-exempt obligations” within
the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)
relating to disallowance of interest expense for financial institutions.
This Bond is one of an issue in the aggregate principal amount of $3,895,000 all of like
original issue date and tenor, except as to number, denomination, maturity date, redemption
privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on April
5, 2022 (the “Resolution”), for the purpose of providing money to finance the construction of
various public improvement projects within the City, pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 429 and
475, and the principal hereof and interest hereon are payable from special assessments levied
against property specially benefited by local improvements and from ad valorem taxes, as set forth
in the Resolution to which reference is made for a full statement of rights and powers thereby
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conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond
and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property,
in the City in the event of any deficiency in special assessments, and ad valorem taxes pledged,
which taxes may be levied without limitation as to rate or amount. The Bonds of this series are
issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof
of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond
is transferable upon the books of the City at the principal office of the Registrar, by the registered
owner hereof in person or by the owner’s attorney duly authorized in writing, upon surrender
hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by
the registered owner or the owner’s attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange the City will cause a new
Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate
principal amount, bearing interest at the same rate and maturing on the same date, subject to
reimbursement for any tax, fee or governmental charge required to be paid with respect to such
transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar will be affected
by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution, and laws of the State of Minnesota, to be done,
to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to
make it a valid and binding general obligation of the City in accordance with its terms, have been
done, do exist, have happened and have been performed as so required, and that the issuance of
this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been ex ecuted by the
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Golden Valley, Hennepin County, Minnesota, by
its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Clerk and has caused this Bond to be dated as of the date set
forth below.
Dated: , 2022
CITY OF GOLDEN VALLEY, MINNESOTA
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(Facsimile) (Facsimile)
City Clerk Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION
By
Its Authorized Representative
_________________________________
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT _________ Custodian _________
in common (Cust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and Act . . . . . . . . . . . .
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
________________________________________
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________ the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint _________________________ attorney to transfer
the said Bond on the books kept for registration of the within Bond, with full power of substitution
in the premises.
Dated:
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Notice: The assignor’s signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion
Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”)
or other such “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act
of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond
is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on
the books of the Registrar in the name of the person last noted below.
Date of Registration Registered Owner Signature of Registrar
______________, 2022
Cede & Co.
Federal ID #13-2555119
_____________________
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EXHIBIT C
Tax Levy
Post-Sale Tax Levies
Payment
Date
Principal Coupon Interest Total P+I 105%
Overlevy
Assessment Levy Amount Levy/
Collection Year
02/01/2023 160,000.00 5.000%108,108.68 268,108.68 281,514.11 275,000.00 6,514.11 2021/2022
02/01/2024 70,000.00 5.000%138,312.50 208,312.50 218,728.13 94,458.81 124,269.32 2022/2023
02/01/2025 70,000.00 5.000%134,812.50 204,812.50 215,053.13 87,579.93 127,473.20 2023/2024
02/01/2026 290,000.00 5.000%131,312.50 421,312.50 442,378.13 84,559.93 357,818.20 2024/2025
02/01/2027 300,000.00 5.000%116,812.50 416,812.50 437,653.13 81,539.93 356,113.20 2025/2026
02/01/2028 310,000.00 5.000%101,812.50 411,812.50 432,403.13 78,519.93 353,883.20 2026/2027
02/01/2029 195,000.00 5.000%86,312.50 281,312.50 295,378.13 75,499.93 219,878.20 2027/2028
02/01/2030 205,000.00 5.000%76,562.50 281,562.50 295,640.63 72,479.95 223,160.68 2028/2029
02/01/2031 210,000.00 3.000%66,312.50 276,312.50 290,128.13 69,459.95 220,668.18 2029/2030
02/01/2032 215,000.00 3.000%60,012.50 275,012.50 288,763.13 66,439.95 222,323.18 2030/2031
02/01/2033 220,000.00 2.650%53,562.50 273,562.50 287,240.63 63,419.95 223,820.68 2031/2032
02/01/2034 165,000.00 2.650%47,732.50 212,732.50 223,369.13 -223,369.13 2032/2033
02/01/2035 170,000.00 2.650%43,360.00 213,360.00 224,028.00 -224,028.00 2033/2034
02/01/2036 170,000.00 2.650%38,855.00 208,855.00 219,297.75 -219,297.75 2034/2035
02/01/2037 175,000.00 3.000%34,350.00 209,350.00 219,817.50 -219,817.50 2035/2036
02/01/2038 180,000.00 3.000%29,100.00 209,100.00 219,555.00 -219,555.00 2036/2037
02/01/2039 190,000.00 3.000%23,700.00 213,700.00 224,385.00 -224,385.00 2037/2038
02/01/2040 195,000.00 3.000%18,000.00 213,000.00 223,650.00 -223,650.00 2038/2039
02/01/2041 200,000.00 3.000%12,150.00 212,150.00 222,757.50 -222,757.50 2039/2040
02/01/2042 205,000.00 3.000%6,150.00 211,150.00 221,707.50 -221,707.50 2040/2041
Total $3,895,000.00 -$1,327,331.18 $5,222,331.18 $5,483,447.74 $1,048,958.26 $4,434,489.48 -
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STATE OF MINNESOTA COUNTY AUDITOR’S
CERTIFICATE AS TO
COUNTY OF HENNEPIN TAX LEVY AND
REGISTRATION
I, the undersigned County Auditor of Hennepin County, Minnesota, hereby certify that a
certified copy of a resolution adopted by the City Council of the City of Golden Valley, Minnesota,
on April 5, 2022, levying taxes for the payment of the $3,895,000 General Obligation
Improvement Bonds, Series 2022A of said municipality, dated May 5, 2022, has been filed in my
office and said bonds have been registered on the register of obligations in my office and that such
tax has been levied as required by law.
WITNESS My hand and official seal this _____ day of _________________, 2022.
County Auditor
Hennepin County, Minnesota
Deputy
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