RESO 25-092 - Awarding the Sale of $2,555,000 Taxable General Obligation Housing Improvement Area Bonds, Series 2025A4932-1764-6433.3
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 said City on Tuesday, October 7, 2025,
commencing at 6:30 P.M.
The following members were present: Mayor Roslyn Harmon, Council Members Sophia
Ginis, Maurice Harris, Denise La Mere-Anderon, and Gillian Rosenquist
and the following were absent: N/A
* * * * * * * * *
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 $2,555,000 Taxable General Obligation
Housing Improvement Area Bonds, Series 2025A (the “Bonds”).
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 are as set forth in
EXHIBIT A attached.
After due consideration of the proposals, Council Member Rosenquist then introduced the
following resolution and moved its adoption:
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RESOLUTION NO. 25-092
A RESOLUTION AWARDING THE SALE OF $2,555,000
TAXABLE GENERAL OBLIGATION HOUSING
IMPROVEMENT AREA BONDS, SERIES 2025A, IN THE
ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF
$2,555,000; 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. Background.
(a) By Ordinance No. 802, adopted August 6, 2025 (the “Enabling Ordinance”),
the City Council of the City (the “Council”) established the Laurel Hill West Condominium
Housing Improvement Area (the “Housing Improvement Area”) in order to facilitate certain
improvements (the “Housing Improvements”) to property in the Housing Improvement
Area. And by Resolution No. #25-070, adopted August 6, 2025 (the “Fee Resolution”), the
Council imposed a housing improvement fee (the “Housing Fees”) on housing units located
in the Housing Improvement Area in order to finance the Housing Improvements.
(b) The veto periods for both the Enabling Ordinance and the Fee Resolution
have expired without objection by owners of at least 45% of the Housing Units in the
Housing Improvement Area, all in accordance with the Sections 428A.11 through 428A.21
(the “HIA Act”).
(c) The Council has approved that certain Development Agreement (the
“Development Agreement”) with Laurel Hill West Condominium Association, a
Minnesota nonprofit corporation, established pursuant to Minnesota Statutes, Sections
515B.1-101 to 515B.4-118 (the “Association”) and the Association has entered into one or
more contracts for the construction of the Housing Improvements.
(d) Pursuant to Minnesota Statutes, Chapter 475, as amended, and the HIA Act
(collectively, the “Act”), the City is authorized to issue general obligation bonds in the
amount necessary to defray the costs of the Housing Improvements, which costs are payable
primarily from the Housing Fees and may be further secured by the pledge of the City’s full
faith, credit, and taxing power.
(e) The City finds it necessary and expedient to issue its Taxable General
Obligation Housing Improvement Area Bonds, Series 2025A (the “Bonds”), in the original
aggregate principal amount of $2,555,000, pursuant to the Act, in order to defray the costs
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of the Housing Improvements and all conditions precedent to the issuance of the Bonds have
been satisfied in accordance with the HIA Act.
(f) The City is authorized by Section 475.60, subdivision 2(9) of the Act to
negotiate the sale of the Bonds because the City has retained an independent financial
advisor in connection with the sale of the Bonds. The actions of the City staff and its
financial advisor in negotiating the sale of the Bonds are ratified and confirmed in all
aspects.
1.02. Award to the Purchaser and Interest Rates. The proposal of Robert W. Baird & Co.,
Incorporated, Milwaukee, Wisconsin (the “Purchaser”), to purchase the Bonds of the City described
in the official statement thereof is found and determined to be the most favorable offer received and
is hereby accepted, and such proposal is to purchase the Bonds at a price of $2,545,298.43 (par
amount of $2,555,000.00, plus a net premium of $24,180.90 less an underwriter’s discount of
$33,882.47), for Bonds bearing interest as follows:
Year of
Maturity
Interest
Rate
Year of
Maturity
Interest
Rate
2027 5.00% 2034 5.00%
2028 5.00 2035 5.00
2029 5.00 2037* 4.55
2030 5.00 2039* 4.75
2031 5.00 2041* 4.85
2032 5.00 2043* 4.90
2033 5.00 2046* 5.00
*Term Bond
1.03. Purchase Contract. Any amount paid by the Purchaser over the minimum purchase
shall be credited to the Debt Service Fund hereinafter created, or deposited in the Construction Fund
hereafter created, as determined by the City Finance Director after consultation with the City’s
municipal advisor. The City Finance Director is directed to retain the good faith deposit 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 $2,555,000, 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, upward, bearing interest as above set forth, and maturing on February 1 in the
years and amounts as follows:
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Year Amount Year Amount
2027 $ 50,000 2034 $110,000
2028 85,000 2035 115,000
2029 85,000 2037* 255,000
2030 90,000 2039* 275,000
2031 95,000 2041* 300,000
2032 100,000 2043* 330,000
2033 105,000 2046* 560,000
*Term Bond
1.05. Optional Redemption. The City may elect on February 1, 2035, and on any day
thereafter to prepay Bonds maturing on or after February 1, 2036. 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 5 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 Bonds; Mandatory Redemption. The Bonds maturing in 2037, 2039, 2041,
2043 and 2046 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 redemptions of the Term Bonds
credited against future mandatory sinking fund redemptions of such Term Bonds 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:
February 1, 2037 Term Bonds
Sinking Fund Installation Date Principal Amount
2036 $125,000
2037 (maturity) 130,000
February 1, 2039 Term Bonds
Sinking Fund Installation Date Principal Amount
2038 $135,000
2039 (maturity) 140,000
February 1, 2041 Term Bonds
Sinking Fund Installation Date Principal Amount
2040
2041
$145,000
155,000
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February 1, 2043 Term Bonds
Sinking Fund Installation Date Principal Amount
2042 $160,000
2043 (maturity) 170,000
February 1, 2046 Term Bonds
Sinking Fund Installation Date Principal Amount
2044 $180,000
2045 185,000
2046 (maturity) 195,000
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, 2026, 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:
(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 any Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney
duly authorized by the registered owner in writing, the Registrar 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
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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
the 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
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 of an appropriate bond or
indemnity in form, substance and amount satisfactory to the Registrar 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.
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(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
and not more than 60 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 Bond Trust Services
Corporation, Minneapolis, 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 must
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
money 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 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.
2.06. Form of Bond. The Bonds will be printed or typewritten in substantially the form
set forth in EXHIBIT B attached hereto.
2.07. Approving Legal Opinion. The City Clerk is authorized and directed to obtain a
copy of the proposed approving legal opinion of Kutak Rock LLP, Minneapolis, Minnesota, which
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will be complete except as to dating thereof and will cause the opinion to be printed on or
accompany each Bond.
Section 3. Accounts; Payment; Security; Pledges and Covenants.
3.01. Funds. For the convenience and proper administration of the moneys to be
borrowed and repaid on the Bonds, and to make adequate and specific security to the purchasers and
holders of the Bonds from time to time, there is hereby created a separate special fund of the City to
be known as the Laurel Hill West Condominium Association Housing Improvement Area Fund (the
“Housing Fund”), which fund will be continued and maintained as a permanent fund of the City
until all the Bonds are paid. Within the Housing Fund there will be established and maintained
separate accounts as follows:
(a) The Project Fund, into which fund will be deposited proceeds of the Bonds
in the amount of $2,484,598.43. Upon issuance of the Bonds, the City shall also deposit
into the Project Fund, pursuant to the Development Agreement, prepaid Housing Fees in the
amount of $432,884.02, which Housing Fees were levied on property within the Housing
Improvement Area and were prepaid pursuant to the resolution levying the Housing Fees.
Of the total amount deposited in the Project Fund, $74,329.23 will be disbursed to the City
to pay the administrative costs of the Housing Improvement Area, including any rebate of
prepaid Housing Fees. The balance of funds in the Project Fund shall be disbursed to pay
the costs of the Housing Improvements in accordance with the terms of the Development
Agreement. Interest earnings from moneys in the Project Fund shall be credited to the
Project Fund.
(b) The Costs of Issuance Fund, into which fund will be deposited proceeds of
the Bonds in the amount of $60,700.00, which amount will be used solely for the purpose of
paying costs of issuance of the Bonds. The City authorizes the Purchaser to deposit the
amount of Bond proceeds allocable to the payment of issuance expenses being paid on the
closing date in accordance with the closing memorandum prepared by City’s municipal
adviser, Ehlers and Associates, Inc. for further distribution by Ehlers and Associates, Inc..
Any balance remaining in the Costs of Issuance Fund after all disbursements for issuance
expenses shall be transferred to the Project Fund. Interest earnings from moneys in the
Costs of Issuance Fund shall be credited to the Project Fund.
(c) The Debt Service Fund, into which fund will be deposited, when and as
received by the City, Housing Fees in the amount necessary to pay when due the principal
and interest on the Bonds. Interest earnings from moneys in the Debt Service Fund shall be
credited to the Debt Service Fund.
(d) The Surplus Fund, into which fund will be deposited all Housing Fees in
excess of the amounts required to be deposited into the Debt Service Fund under this
Section. Amounts in the Surplus Fund shall be applied and disbursed in accordance with the
Development Agreement. If on any Payment Date the balance then on hand in the Debt
Service Fund is not sufficient to pay the principal and interest then due in full, the City shall
immediately transfer from the Surplus Fund to the Debt Service Fund an amount equal to
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such deficiency. Interest earnings from moneys in the Surplus Fund shall be credited to the
Surplus Fund.
3.02. Deposit of Funds. Money in the funds created by this Resolution will be kept
separate from other municipal funds and deposited only in a bank or banks which are members of
the Federal Deposit Insurance Corporation (“FDIC”). Deposits which cause the aggregate deposits
of the City in any one bank to be in excess of the amount insured by FDIC must be continuously
secured in the manner provided by law for the investment of municipal funds. In the event excess
moneys are held in any of the accounts created pursuant to Section 3.01 of this Resolution, such
excess moneys shall be applied and disbursed in accordance with the Development Agreement.
3.03. Covenants Regarding Housing Improvements. The City hereby covenants with the
holders from time to time of the Bonds as follows:
(a) The City has caused or will cause the Housing Fees for the Housing
Improvements in the Housing Improvement Area to be promptly levied against housing
units in such Housing Improvement Area so that the first installment will be collectible not
later than 2026 and will take all steps necessary to assure prompt collection. The City
Council will cause to be taken with due diligence all further actions that are required under
the Development Agreement for the construction of the Housing Improvements 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 Housing Fees 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 Housing Fees (after
taking into account any revenues collected or anticipated to be collected under the
Development Agreement), the City Council will levy 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 Housing Improvements, Housing Fees
levied therefor and other funds appropriated for their payment, collections thereof and
disbursements therefrom, and monies on hand.
3.04. 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, after application of the
Surplus Fund, 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.
3.05. No Tax Levy Required. It is hereby determined that the estimated collections of
Housing Fees for the payment of principal and interest on the Bonds will produce at least 5% in
excess of the amount needed to meet when due the principal and interest payments on the Bonds,
and that no tax levy is needed at this time.
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3.06. County Auditor/Treasurer’s Certificate as to Registration. The City Clerk is
authorized and directed to file a certified copy of this Resolution with the County Auditor/Treasurer
of Hennepin County and to obtain the certificate required by Section 475.63 of the Act.
Section 4. Authentication of Transcript.
4.01. 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.
4.02. 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 it relates to the
City.
4.03. Other Certificates. The Mayor, City Manager, the City Clerk and/or the City
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, the City Manager, the City Clerk and/or the
City 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.
4.04. Electronic Signatures. The electronic signature of the Mayor, the City Manager,
the City Clerk and/or the City 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 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 5. Book-Entry System; Limited Obligation of City.
5.01. 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 such Bond will be registered in the registration books kept by the
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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.
5.02. 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, or
premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may 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 Bond, 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 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.
5.03. 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.
5.04. 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
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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.
5.05. 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 6. Continuing Disclosure.
6.01. 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 is not 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.
6.02. Execution of Continuing Disclosure Certificate. “Continuing Disclosure
Certificate” means that certain Continuing Disclosure Certificate executed by the Mayor and
City 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 7. 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.
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The foregoing resolution was seconded by Council Member La Mere-Anderson. The
following voted in favor of the resolution: Mayor Roslyn Harmon, Council Members Sophia Ginis,
Maurice Harris, Denise La Mere-Anderon, and Gillian Rosenquist
and the following voted against: None.
whereupon said resolution was declared duly passed and adopted by the City Council on this 7th
day of October, 2025.
Roslyn Harmon, Mayor
ATTEST:
Theresa J. Schyma, City Clerk
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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
TAXABLE GENERAL OBLIGATION HOUSING IMPROVEMENT AREA BOND
SERIES 2025A
Rate
Maturity
Date of
Original Issue
CUSIP
February 1, 20__ October __, 2025
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 or 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, 2026, 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 Bond Trust Services
Corporation, Minneapolis, Minnesota, as Registrar, Authenticating Agent, Transfer Agent and
Paying 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, 2035, and on any date thereafter to prepay Bonds due on
or after February 1, 2036. 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 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.
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The Bonds maturing in 2037, 2039, 2041, 2043 and 2046 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 redemptions of the Term Bonds credited against future mandatory sinking fund redemptions
of such Term Bonds 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:
February 1, 2037 Term Bonds
Sinking Fund Installation Date Principal Amount
2036 $125,000
2037 (maturity) 130,000
February 1, 2039 Term Bonds
Sinking Fund Installation Date Principal Amount
2038 $135,000
2039 (maturity) 140,000
February 1, 2041 Term Bonds
Sinking Fund Installation Date Principal Amount
2040
2041
$145,000
155,000
February 1, 2043 Term Bonds
Sinking Fund Installation Date Principal Amount
2042 $160,000
2043 (maturity) 170,000
February 1, 2046 Term Bonds
Sinking Fund Installation Date Principal Amount
2044 $180,000
2045 185,000
2046 (maturity) 195,000
This Bond is one of an issue in the aggregate principal amount of $2,555,000, all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and interest
rate, all issued pursuant to a resolution adopted by the City Council on October 7, 2025 (the
“Resolution”), for the purpose of providing money to aid in financing various housing
improvements within a housing improvement area in the City, pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter
475, as amended, and Sections 428A.11 to 428A.21, as amended. The principal hereof and interest
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hereon are payable primarily from certain housing improvement fees levied or to be levied on
property within the housing improvement area in which the housing improvements are located, as
set forth in the Resolution to which reference is made for a full statement of rights and powers
thereby 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 ad valorem taxes on all taxable property in
the City in the event of any deficiency in revenues 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 executed by the
Registrar by manual signature of one of its authorized representatives.
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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: October 28, 2025
CITY OF GOLDEN VALLEY,
MINNESOTA
(Facsimile) (Facsimile)
Mayor City Clerk
_________________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES
CORPORATION
By
Authorized Representative
_________________________________
ABBREVIATIONS
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 in common UNIF GIFT MIN ACT
_________ Custodian _________
(Cust) (Minor)
TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to
Minors Act, State of _______________
JT TEN -- as joint tenants with right of
survivorship and not as tenants in
common
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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:
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.)
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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
Cede & Co.
Federal ID #13-2555119
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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 (the “City”), 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 October 7, 2025, 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 the City’s Taxable
General Obligation Housing Improvement Area Bonds, Series 2025A, in the original aggregate
principal amount of $2,555,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this 7th
day of October, 2025.
Theresa Schyma, City Clerk
City of Golden Valley, Minnesota
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STATE OF MINNESOTA COUNTY AUDITOR/TREASURER’S
CERTIFICATE AS TO
COUNTY OF HENNEPIN REGISTRATION
I, the undersigned County Auditor/Treasurer of Hennepin County, Minnesota, hereby
certify that a certified copy of a resolution adopted by the governing body of the City of Golden
Valley, Minnesota, on October 7, 2025, for the $2,555,000 Taxable General Obligation Housing
Improvement Area Bonds, Series 2025A, of said municipality dated October 28, 2025, has been
filed in my office and said bonds have been entered on the register of obligations in my office.
WITNESS My hand and official seal this _____ day of _________________, 2025.
County Auditor/Treasurer
Hennepin County, Minnesota
(SEAL)
Deputy
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PROPOSAL FORM
The City Council October 7, 2025
City of Golden Valley, Minnesota (the "City")
RE: $2,580,000* Taxable General Obligation Housing Improvement Area Bonds, Series 2025A (the "Bonds")
DATED: October 28, 2025
For all or none of the above Bonds, in accordance with the Terms of Proposal and terms of the Global Book-Entry System (unless otherwise
specified by the Purchaser) as stated in this Official Statement, we will pay you $__________________ (not less than $2,549,040) plus accrued
interest to date of delivery for fully registered Bonds bearing interest rates and maturing in the stated years as follows:
% due 2027 % due 2034 % due 2041
% due 2028 % due 2035 % due 2042
% due 2029 % due 2036 % due 2043
% due 2030 % due 2037 % due 2044
% due 2031 % due 2038 % due 2045
% due 2032 % due 2039 % due 2046
% due 2033 % due 2040
The City reserves the right to increase or decrease the principal amount of the Bonds on the day of sale, in increments of $5,000 each. Increases
or decreases may be made in any maturity. If any principal amounts are adjusted, the purchase price proposed will be adjusted to maintain the
same gross spread per $1,000.
The rate for any maturity may notbe more than1.00%less than the rate for any preceding maturity. (For example, if a rate of 4.50%
is proposed for the 2027 maturity, then the lowest rate that may be proposed for any later maturity is 3.50%.) All Bonds of the same
maturity must bear interest from date of issue until paid at a single, uniform rate. Each rate must be expressed in an integral multiple of 5/100
or 1/8 of 1%.
Agoodfaithdeposit("Deposit")intheamountof$51,600shallbemadebythewinningbidderbywire transferoffunds.SuchDeposit
shall be received by Ehlers no later than two hours after the proposal opening time. Wire transfer instructions will be provided to the
winning bidder by Ehlers after the tabulation of proposals.The City reserves the right to award the Bonds to a winning bidder whose wire
transfer is initiated but not received by such time provided that such winning bidder's federal wire reference number has been received by such
time. In the event the Deposit is not received as provided above, the City may award the Bonds to the bidder submitting the next best proposal
provided such bidder agrees to such award. The Deposit will be retained by the City as liquidated damages if the proposal is accepted and the
Purchaser fails to comply therewith. We agree to the conditions and duties of Ehlers and Associates, Inc., as escrow holder of the Deposit,
pursuant to the Terms of Proposal. This proposal is for prompt acceptance and is conditional upon delivery of said Bonds to The Depository
Trust Company, New York, New York, in accordance with the Terms of Proposal. Delivery is anticipated to be on or about October 28, 2025.
This proposal is subject to the City's agreement to enter into a written undertaking to provide continuing disclosure under Rule 15c2-12
promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as described in the Preliminary Official
Statement for the Bonds.
We have received and reviewed the Official Statement, and any addenda thereto, and have submitted our requests for additional information
or corrections to the Final Official Statement. As Underwriter (Syndicate Manager), we agree to provide the City with the reoffering price of
the Bonds within 24 hours of the proposal acceptance.
This proposal is a firm offer for the purchase of the Bonds identified in the Terms of Proposal, on the terms set forth in this proposal form and
the Terms of Proposal, and is not subject to any conditions, except as permitted by the Terms of Proposal.
By submitting this proposal, we confirm that we are an underwriter and have an established industry reputation for underwriting new issuances
of municipal bonds. YES: ____ NO: ____.
Account Manager:By:
Account Members:
Awardwillbeonatrueinterestcostbasis.According to our computations (the correct computation being controlling in the award), the total
dollar interest cost (including any discount or less any premium) computed from October 28, 2025 of the above proposal is
$_______________and the true interest cost (TIC) is __________%.
The foregoing offer is hereby accepted by and on behalf of the City Council of the City of Golden Valley, Minnesota, on October 7, 2025.
By:By:
Title:Title:
2,570,515.20
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
4.55
4.55
4.75
4.75
4.85
4.85
4.90
4.90
5.00
5.00
5.00
T1
T1
T2
T2
T3
T3
T4
T4
T5
T5
T5
X
Syndicate Members
1,581,787.65 4.932898
Robert W. Baird & Co
* Subsequent to bid opening the issue size was decreased to $2,555,000.
Adjusted Price: $2,545,298.43 Adjusted Net Interest Cost: $1,566,385.61 Adjusted TIC: 4.9322%
Roslyn Harmon, Mayor Noah Schuchman, City Manager
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