03-22 - 05-06 - Awarding Sale of General Bonds 2003D CERTIFICATION OF MINUTES RELATING TO
$615,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,
SERIES 2003D
Issuer: City of Golden Valley, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held May 6, 2003, at 6:30 P.M., at the
City Hall, Golden Valley,Minnesota.
Members present: Loomis, Grayson, Johnson, LeSuer, and Tremere
Merpbers absent: None
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 03-22
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $615,000 GENERAL
OBLIGATION EQUIPMENT CERTIFICATES OF
INDEBTEDNESS, SERIES 2003D
I, the undersigned,being the duly qualified and acting recording officer of the
public corporation issuing the bonds referred to in the title of this certificate, certify that the
documents attached hereto, as described above, have been carefully compared with the original
records of said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above, pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer May 6, 2003.
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City Clerk
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It was reported that 4 (four) sealed proposals for the purchase of$615,000
General Obligation Equipment Certificates of Indebtedness, Series 2003D were received prior to
10:30 o'clock a.m.,pursuant to the Official Statement distributed to potential purchasers of the
Obligations by Springsted Incorporated, financial consultants to the Issuer. The proposals have
been publicly opened, read and tabulated and were found to be as follows:
See Attached
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85 E.SEVENTH PLACE,SUITE 100
SAINT PAUL,MN 55 101-2887
651.223.3000 FAX:651.223.3002
E-MAIL: advisors@springsted.com
SPRINGSTED
Advisors to the Public Sector
$615,000
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,SERIES 2003D
(BOOK ENTRY ONLY)
AWARD: WACHOVIA BANK, NATIONAL ASSOCIATION
SALE: May 6,2003 Moody's Rating: Aa1
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
WACHOVIA BANK, NATIONAL 2.00% 2005-2006 $618,454.80 $33,395.20 2.0140%
ASSOCIATION 2.50% 2007
RBC DAIN RAUSCHER INC. 2.00% 2005-2007 $614,595.55 $33,404.45 2.0245%
U.S. BANCORP PIPER JAFFRAY INC. 2.25% 2005-2007 $618,259.50 $33,865.50 2.0445%
WELLS FARGO BROKERAGE
SERVICES, LLC
MILLER JOHNSON STEICHEN 2.00% 2005-2006 $613,351.50 $35,418.50 2.1490%
KINNARD, INC. 2.10% 2007
-----------------------------------------------------------------------------------------------------------------------------------------------------------------
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
2.00% 2005 1.35%
2.00% 2006 1.65%
2.50% 2007 2.10%
BBI: 4.58%
Average Maturity: 2.850 Years
CORPORATE OFFICE: SAINT PAUL,MN • Visit our website at www.springsted.com
DES MOINES,IA • MILWAUKEE,WI - MINNEAPOLIS,MN - OVERLAND PARK,KS - VIRGINIA BEACH,VA 0 WASHINGTON,DC
Councilmember LeSuer introduced the following resolution and moved its adoption,which
motion was seconded by Councilmember Johnson:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE,PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $615,000 GENERAL
OBLIGATION EQUIPMENT CERTIFICATES OF
INDEBTEDNESS, SERIES 2003D
BE IT RESOLVED by the City Council of the City of Golden Valley,Minnesota
(the Issuer), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. This Council,by resolution duly adopted on April 1, 2003,
authorized the issuance and sale of$615,000 General Obligation Equipment Certificates of
Indebtedness, Series 2003D (the Obligations) of the Issuer to finance the costs of acquiring items
of capital equipment (the Project). Said items of capital equipment have a useful life not less than
the term of the Obligations. The principal amount of the Obligations does not exceed .25 percent
of the market value of taxable property in the Issuer.
1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement
prepared on behalf of the Issuer by Springsted Incorporated, sealed proposals for the purchase of
the Obligations were received at or before the time specified for receipt of proposals. The
proposals have been opened,publicly read and considered and the purchase price, interest rates
and net interest cost under the terms of each proposal have been determined. The most favorable
proposal received is that of Wachovia Bank, National Association, in Charlotte,North Carolina
(the Purchaser), to purchase the Obligations at a price of$618,454.80 plus accrued interest on all
Obligations to the day of delivery and payment, on the further terms and conditions hereinafter
set forth.
1.03. Award. The sale of the Obligations is hereby awarded to the Purchaser and
the Mayor and City Manager are hereby authorized and directed to execute a contract on behalf
of the Issuer for the sale of the Obligations in accordance with the terms of the proposal. The
good faith deposit of the Purchaser shall be retained by the Issuer until the Obligations have been
delivered, and shall be deducted from the purchase price paid at settlement.
Section 2. Obligation Terms,• Registration; Execution and Delivery.
2.01. Issuance of Obligations. All acts, conditions and things which are required
by the Constitution and laws of the State of Minnesota to be done,to exist,to happen and to be
performed precedent to and in the valid issuance of the Obligations having been done, now
existing, having happened and having been performed, it is now necessary for the City Council
to establish the form and terms of the Obligations, to provide security therefor and to issue the
Obligations forthwith.
2.02. Maturities,• Interest Rates; Denominations and Payment. The Obligations
shall be originally dated as of June 1, 2003, shall be in denominations of$5,000 or any integral
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multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below,without option of prior payment, and shall bear interest from date of issue until paid at the
annual rates set forth opposite such years and amounts, as follows:
Year Amount Interest Rate
2005 $200,000 2.00%
2006 205,000 2.00
2007 210,000 2.50
The Obligations shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Obligation at the principal office of the Registrar described herein, the
principal amount thereof, shall be payable by check or draft issued by the Registrar described
herein. Upon the initial delivery of the Obligations pursuant to Section 2.07, and upon any
subsequent transfer or exchange pursuant to Section 2.06,the date of authentication shall be
noted on each Obligation so delivered, exchanged or transferred.
2.03. Dates and Interest Payment Dates. Interest on the Obligations shall be
payable on each February 1 and August 1, commencing February 1, 2004, to the owners of
record thereof as of the close of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day.
2.04. Redemption. The Obligations shall not be subject to prepayment prior to
their stated maturities.
2.05. Appointment of Initial Re ig'strar. The Issuer hereby appoints U.S. Bank
National Association,in St. Paul,Minnesota as the initial bond registrar, transfer agent and
paying agent(the Registrar) for the Obligations. The Mayor and Manager are authorized to
execute and deliver, on behalf of the Issuer, 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, such corporation shall be authorized
to act as successor Registrar. The Issuer agrees to pay the reasonable and customary charges of
the Registrar for the services performed. The Issuer reserves the right to remove the Registrar
upon thirty days' notice and upon the appointment of a successor Registrar, in which event the
predecessor Registrar shall deliver all cash and Obligations in its possession to the successor
Registrar and shall deliver the bond register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties of the
Issuer and the Registrar with respect thereto shall be as follows:
(a) Re ig ster. The Registrar shall keep at its principal corporate trust office a bond
register in which the Registrar shall provide for the registration of ownership of
Obligations and the registration of transfers and exchanges of Obligations entitled to be
registered, transferred or exchanged.
(b) Transfer of Obligations. Upon surrender for transfer of any Obligation 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
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thereof or by an attorney duly authorized by the registered owner in writing, the Registrar
shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Obligations 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 fifteenth day of the month preceding each interest payment date and
until such interest payment date.
(c) Exchange of Obligations. Whenever any Obligations are surrendered by the
registered owner for exchange the Registrar shall authenticate and deliver one or more
new Obligations of a like aggregate principal amount and maturity, as requested by the
registered owner or the owner's attorney in writing.
(d) Cancellation. All Obligations surrendered upon any transfer or exchange
shall be promptly canceled by the Registrar and thereafter disposed of as directed by the
Issuer.
(e) Improper or Unauthorized Transfer. When any Obligation is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Obligation or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar shall 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 Issuer and the Registrar may treat the person in
whose name any Obligation is at any time registered in the bond register as the absolute
owner of the Obligation,whether the Obligation shall be overdue or not, for the purpose
of receiving payment of or on account of, the principal of and interest on the Obligation
and for all other purposes; and all payments made to any registered owner or upon the
owner's order shall be valid and effectual to satisfy and discharge the liability upon
Obligation to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Obligations
(except for an exchange upon a partial redemption of an Obligation), the Registrar may
impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax,
fee or other governmental charge required to be paid with respect to such transfer or
exchange.
(h) Mutilated, Lost, Stolen or Destroyed Obligations. In case any Obligation
shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new
Obligation of like amount, number, maturity date and tenor in exchange and substitution
for and upon cancellation of any such mutilated Obligation or in lieu of and in
substitution for any Obligation destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case
of an Obligation destroyed, stolen or lost, upon filing with the Registrar of evidence
satisfactory to it that the Obligation 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 it, in which both the Issuer and the Registrar shall
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be named as obligees. All Obligations so surrendered to the Registrar shall be canceled
by it and evidence of such cancellation shall be given to the Issuer. If the mutilated,
destroyed, stolen or lost Obligation has already matured or been called for redemption in
accordance with its terms it shall not be necessary to issue a new Obligation prior to
payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Obligations,within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
2.07. Execution, Authentication and Delivery. The Obligations shall be prepared
under the direction of the Clerk and shall be executed on behalf of the Issuer by the signatures of
the Mayor and the Manager,provided that the signatures may be printed, engraved or
lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of
whose signature shall appear on the Obligations shall cease to be such officer before the delivery
of any Obligation, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes, the same as if he had remained in office until delivery. Notwithstanding such
execution, no Obligation shall 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 Obligation
has been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Obligations need not be signed by the same
representative. The executed certificate of authentication on each Obligation shall be conclusive
evidence that it has been authenticated and delivered under this Resolution. When the
Obligations have been prepared, executed and authenticated, the Finance Director shall deliver
them to the Purchaser upon payment of the purchase price in accordance with the contract of sale
heretofore executed, and the Purchaser shall not be obligated to see to the application of the
purchase price.
2.08. Securities Depository. (a) For purposes of this section the following terms
shall have the following meanings:
"Beneficial Owner" shall mean,whenever used with respect to an Obligation, the
person in whose name such Obligation is recorded as the beneficial owner of such Obligation by
a Participant on the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor
nominee of DTC with respect to the Obligations.
"DTC" shall mean The Depository Trust Company of New York,New York.
"Participant"shall mean any broker-dealer,bank or other financial institution for
which DTC holds Obligations as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant to which
the sender agrees to comply with DTC's Operational Arrangements.
(b) The Obligations shall be initially issued as separately authenticated fully
registered obligations, and one Obligation shall be issued in the principal amount of each stated
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maturity of the Obligations. Upon initial issuance, the ownership of such Obligations shall be
registered in the bond register in the name of Cede & Co., as nominee of DTC. The Registrar
and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Obligations
registered in its name for the purposes of payment of the principal of or interest on the
Obligations, selecting the Obligations or portions thereof to be redeemed, if any, giving any
notice permitted or required to be given to registered owners of Obligations under this resolution,
registering the transfer of Obligations, and for all other purposes whatsoever; and neither the
Registrar nor the Issuer shall be affected by any notice to the contrary. Neither the Registrar nor
the Issuer shall have any responsibility or obligation to any Participant, any person claiming a
beneficial ownership interest in the Obligations under or through DTC or any Participant, or any
other person which is not shown on the bond register as being a registered owner of any
Obligations, with respect to the accuracy of any records maintained by DTC or any Participant,
with respect to the payment by DTC or any Participant of any amount with respect to the
principal of or interest on the Obligations,with respect to any notice which is permitted or
required to be given to owners of Obligations under this resolution, with respect to the selection
by DTC or any Participant of any person to receive payment in the event of a partial redemption
of the Obligations, or with respect to any consent given or other action taken by DTC as
registered owner of the Obligations. So long as any Obligation is registered in the name of Cede
&Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such
Obligation, and shall give all notices with respect to such Obligation, only to Cede& Co. in
accordance with DTC's Operational Arrangements, and all such payments shall be valid and
effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of
and interest on the Obligations to the extent of the sum or sums so paid. No person other than
DTC shall receive an authenticated Obligation for each separate stated maturity evidencing the
obligation of the Issuer to make payments of principal and interest. Upon delivery by DTC to
the Registrar of written notice to the effect that DTC has determined to substitute a new nominee
in place of Cede & Co., the Obligations will be transferable to such new nominee in accordance
with paragraph(e) hereof.
(c) In the event the Issuer determines that it is in the best interest of the
Beneficial Owners that they be able to obtain Obligations in the form of bond certificates, the
Issuer may notify DTC and the Registrar,whereupon DTC shall notify the Participants of the
availability through DTC of Obligations in the form of certificates. In such event, the
Obligations will be transferable in accordance with paragraph (e) hereof. DTC may determine to
discontinue providing its services with respect to the Obligations at any time by giving notice to
the Issuer and the Registrar and discharging its responsibilities with respect thereto under
applicable law. In such event the Obligations will be transferable in accordance with paragraph
(e)hereof.
(d) The execution and delivery of the Representation Letter to DTC by the Mayor
or Manager is hereby authorized and directed.
(e) In the event that any transfer or exchange of Obligations is permitted under
paragraph (b) or(c)hereof, such transfer or exchange shall be accomplished upon receipt by the
Registrar of the Obligations to be transferred or exchanged and appropriate instruments of
transfer to the permitted transferee in accordance with the provisions of this resolution. In the
event Obligations in the form of certificates are issued to owners other than Cede &Co., its
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successor as nominee for DTC as owner of all the Obligations, or another securities depository as
owner of all the Obligations, the provisions 3f this resolution shall also apply to all matters
relating thereto, including, without limitation, the printing of such Obligations in the form of
bond certificates and the method of paymen of principal of and interest on such Obligations in
the form of bond certificates.
2.09. Form of Obligations. he Obligations shall be prepared in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS,
SERIES 2003D
Interest Rate Maturity Date Date of Original Issue CUSIP No.
% February 1, 20_ June 1, 2003
REGISTERED OWNER: CEDE &CO.
PRINCIPAL AMOUNT: THOUSAND D LLARS
THE CITY OF GOLDEN VALLEY, COUNTY OF HENNEPIN, MINNESOTA(the
Issuer), 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 specified above on the
maturity date specified above, without option of prior payment, with interest thereon from the
date hereof at the annual rate specified above,payable on February 1 and August 1 in each year,
commencing February 1, 2004, to the person in whose name this Obligation is registered at the
close of business on the fifteenth day(whe er or not a business day) of the immediately
preceding month. Interest hereon shall be computed on the basis of a 360-day year composed of
twelve 30-day months. 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
or other agreed means of payment by U.S. ank National Association, in St. Paul, Minnesota, as
Registrar and Paying Agent(the Registrar) 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, credit and taxing powers of the Issuer have been and are
hereby irrevocably pledged.
This Obligation is one of an issue in the aggregate principal amount of$615,000 issued
pursuant to a resolution adopted by the City Council on May 6, 2003 (the Resolution), to finance
the costs of acquisition of capital equipment, and is issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota thereunto enabling, including
Minnesota Statutes, Section 412.301 and Chapter 475. The Obligations are issuable only in fully
registered form, in denominations of$5,00 or any integral multiple thereof, of single maturities.
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As provided in the Resolution and subject to certain limitations set forth therein, this
Obligation is transferable upon the books of the Issuer 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 Obligations of other authorized denominations. Upon such transfer or exchange
the Issuer will cause a new Obligation or Obligations 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 Issuer and the Registrar may deem and treat the person in whose name this
Obligation is registered as the absolute owner hereof,whether this Obligation is overdue or not,
for the purpose of receiving payment and for all other purposes, and neither the Issuer nor the
Registrar shall 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 Obligation in
order to make it a valid and binding general obligation of the Issuer in accordance with its terms,
have been done, do exist, have happened and have been performed as so required; that,prior to
the issuance hereof, the City Council has levied ad valorem taxes on all taxable property in the
Issuer,which taxes will be collectible for the years and in amounts sufficient to produce sums
not less than five percent in excess of the principal of and interest on the Obligations when due,
and has appropriated such taxes to its General Obligation Equipment Certificates of
Indebtedness, Series 2003D Sinking Fund for the payment of such principal and interest; that if
necessary for payment of such principal and interest, additional ad valorem taxes are required to
be levied upon all taxable property in the Issuer, without limitation as to rate or amount; that the
issuance of this Obligation, together with all other indebtedness of the Issuer outstanding on the
date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of
the Issuer to exceed any constitutional or statutory limitation of indebtedness and that the opinion
printed hereon is a full, true and correct copy of the legal opinion given by Bond Counsel with
reference to the Obligations, dated as of the date of original delivery of the Obligations.
This Obligation shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Resolution until the Certificate of Authentication hereon shall
have been executed by the Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Golden Valley, County of Hennepin, Minnesota,
by its City Council, has caused this Obligation to be executed on its behalf by the facsimile
signatures of the Mayor and City Manager and has caused this Obligation to be dated as of the
date set forth below.
Date of Authentication:
CITY OF GOLDEN VALLEY,MINNESOTA
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(facsimile signature - City Manager) (facsimile signature - Maw
CERTIFICATE OF AUTHENTICATION
This is one of the Obligations delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION, as Registrar
By
Authorized Representative
[Insert legal opinion]
The following abbreviations,when used in the inscription on the face of this Obligation,
shall be construed as though they were written out in full according to the applicable laws or
regulations:
TEN COM - as tenants in common UTMA ................... as Custodian for .....................
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Transfers to Minors Act ..............
(State)
JT TEN-- as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Obligation and all rights thereunder, and does hereby irrevocably constitute and
appoint attorney to transfer the said Obligation on the books kept for registration
of the within Obligation, 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 Obligation in every particular,without
alteration or enlargement or any change whatsoever.
Signature Guaranteed:
Signature(s)must be guaranteed by an"eligible guarantor institution"meeting the requirements
of the Registrar, which requirements include membership or participation in STAMP or such
other"signature guaranty program" as may be determined by the Registrar in addition to or in
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substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
[end of bond form]
Section 3. General Obligation Equipment Certificates of Indebtedness, Series
2003D Sinking Fund. So long as any of the Obligations are outstanding and any principal of or
interest thereon unpaid, the Finance Director shall maintain a separate debt service fund on the
official books and records of the Issuer to be known as the General Obligation Equipment
Certificates of Indebtedness, Series 2003D Sinking Fund (the Sinking Fund), and the principal of
and interest on the Obligations shall be payable from the Sinking Fund. The Issuer irrevocably
appropriates to the Sinking Fund (a) any amount in excess of$610,695 received from the
Purchaser; (b) all taxes levied and collected in accordance with this Resolution; and (c) all other
moneys as shall be appropriated by the City Council to the Sinking Fund from time to time. If
the balance in the Sinking Fund is at any time insufficient to pay all interest and principal then
due on all Obligations payable therefrom, the payment shall be made from any fund of the Issuer
which is available for that purpose, subject to reimbursement from the Sinking Fund when the
balance therein is sufficient, and the City Council covenants and agrees that it will each year levy
a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated
deficiency, which levy is not subject to any constitutional or statutory limitation.
Section 4. Pledgee of Taxing Powers. For the prompt and full payment of the
principal of and interest on the Obligations as such payments respectively become due,the full
faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably
pledged. In order to produce aggregate amounts not less than 5% in excess of the amount needed
to meet when due the principal and interest payments on the Obligations, ad valorem taxes are
hereby levied on all taxable property in the Issuer. The taxes are to be levied and collected in the
following years and amounts:
Lever Collection Years Amount
2002-2005 2003-2006 See attached Levy Computation
The taxes shall be irrepealable as long as any of the Obligations are outstanding and unpaid,
provided that the Issuer reserves the right and power to reduce the tax levies in accordance with
the provisions of Minnesota Statutes, Section 475.61.
Section 5. Defeasance. When all of the Obligations have been discharged as
provided in this section, all pledges, covenants and other rights granted by this Resolution to the
holders of the Obligations shall cease. The Issuer may discharge its obligations with respect to
any Obligations which are due on any date by depositing with the Registrar on or before that date
a sum sufficient for the payment thereof in full; or, if any Obligation should not be paid when
due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the
payment thereof in full with interest accrued from the due date to the date of such deposit. The
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Issuer may also at any time discharge its obligations with respect to any Obligations, subject to
the provisions of law now or hereafter authorizing and regulating such action,by depositing
irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or
securities which are authorized by law to be so deposited,bearing interest payable at such time
and at such rates and maturing or callable at the holder's option on such dates as shall be
required to pay all principal and interest to become due thereon to maturity.
Section 6. Certification of Proceedings.
6.01. Registration of Obligations and Levy of Taxes. The Clerk is hereby
authorized and directed to file a certified copy of this resolution with the County Auditor of
Hennepin County and obtain a certificate that the Obligations have been duly entered upon the
Auditor's bond register and the tax required by law has been levied.
6.02. Authentication of Transcript. The officers of the Issuer and the County
Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey
& Whitney LLP, Bond Counsel, certified copies of all proceedings and records relating to the
Obligations and such other affidavits, certificates and information as may be required to show
the facts relating to the legality and marketability of the Obligations, as the same appear from the
books and records in their custody and control or as otherwise known to them, and all such
certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed
representations of the Issuer as to the correctness of all statements contained therein.
6.03. Official Statement. The Official Statement relating to the Obligations,
dated April 22, 2003,prepared and delivered on behalf of the Issuer by Springsted Incorporated,
is hereby approved. Springsted Incorporated is hereby authorized on behalf of the Issuer to
prepare and distribute to the Purchaser within seven business days from the date hereof, a
supplement to the Official Statement listing the offering price, the interest rates, selling
compensation, delivery date, the underwriters and such other information relating to the
Obligations required to be included in the Official Statement by Rule 15c2-12 adopted by the
Securities and Exchange Commission(the SEC) under the Securities Exchange Act of 1934.
The officers of the Issuer are hereby authorized and directed to execute such certificates as may
be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement.
Section 7. Tax Covenants; Arbitrage Matters; Reimbursement and Continuing
Disclosure.
7.01. General Tax Covenant. The Issuer covenants and agrees with the registered
owners from time to time of the Obligations that it will not take, or permit to be taken by any of
its officers, employees or agents, any actions that would cause interest on the Obligations to
become includable in gross income of the recipient under the Internal Revenue Code of 1986, as
amended(the Code) and applicable Treasury Regulations (the Regulations), and covenants to
take any and all actions within its powers to ensure that the interest on the Obligations will not
become includable in gross income of the recipient under the Code and the Regulations. In
particular, the Issuer covenants and agrees that all proceeds of the Obligations will be expended
solely for the payment of the costs of acquisition and installation of capital equipment to be
owned and maintained by the Issuer and used in the Issuer's general governmental operations.
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The Issuer shall not enter into any lease, use or other agreement with any non-governmental
person relating to the use of the equipment or security for the payment of the Obligations which
might cause the Obligations to be considered "private activity bonds"or"private loan bonds"
pursuant to Section 141 of the Code.
7.02. Certification. The Mayor and Manager being the officers of the Issuer
charged with the responsibility for issuing the Obligations pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in accordance with
the provisions of Section 148 of the Code and Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Obligations which make it
reasonable to expect that the proceeds of the Obligations will not be used in a manner that would
cause the Obligations to be"arbitrage bonds"within the meaning of the Code and Regulations.
7.03. Arbitrage Rebate Exemption. The City acknowledges that the Obligations
are subject to the rebate requirements of Section 148(f) of the Code. The City covenants and
agrees to retain such records,make such determinations, file such reports and documents and pay
such amounts at such times as are required under said Section 148(f) and applicable Regulations
to preserve the exclusion of interest on the Bonds from gross income for federal income tax
purposes, unless the Obligations qualify for an exception from the rebate requirement pursuant to
one of the spending exceptions set forth in Section 1.148-7 of the Regulations and no "gross
proceeds"of the Obligations (other than amounts constituting a"bona fide debt service fund")
arise during or after the expenditure of the original proceeds thereof.
7.04. Reimbursement. The Issuer certifies that the proceeds of the Obligations
will not be used by the Issuer to reimburse itself for any expenditure with respect to the
equipment which the Issuer paid or will have paid more than 60 days prior to the issuance of the
Obligations unless, with respect to such prior expenditures, the Issuer shall have made a
declaration of official intent which complies with the provisions of Section 1.150-2 of the
Regulations; provided that this certification shall not apply(i)with respect to certain de minimis
expenditures, if any, with respect to the equipment meeting the requirements of Section 1.150-
2(f)(1) of the Regulations, or(ii)with respect to "preliminary expenditures" for the equipment as
defined in Section 1.150-2(f)(2) of the Regulations which in the aggregate do not exceed 20% of
the "issue price"of the Obligations.
7.05. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the
public availability of certain information relating to the Obligations and the security therefor and
to permit the Purchaser and other participating underwriters in the primary offering of the
Obligations to comply with amendments to Rule 15c2-12 promulgated by the SEC under the
Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as
in effect and interpreted from time to time, the Rule), which will enhance the marketability of the
Obligations, the Issuer hereby makes the following covenants and agreements for the benefit of
the Owners (as hereinafter defined) from time to time of the Outstanding Obligations. The Issuer
is the only obligated person in respect of the Obligations within the meaning of the Rule for
purposes of identifying the entities in respect of which continuing disclosure must be made. The
City has complied in all material respects with any undertaking previously entered into by it
under the Rule.
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If the Issuer fails to comply with any provisions of this section, any person aggrieved
thereby, including the Owners of any Outstanding Obligations,may take whatever action at law
or in equity may appear necessary or appropriate to enforce performance and observance of any
agreement or covenant contained in this section, including an action for a writ of mandamus or
specific performance. Direct, indirect, consequential and punitive damages shall not be
recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything
to the contrary contained herein, in no event shall a default under this section constitute a default
under the Obligations or under any other provision of this resolution.
As used in this section, Owner or Obligation Owner means, in respect of an Obligation,
the registered owner or owners thereof appearing in the bond register maintained by the Registrar
or any Beneficial Owner(as hereinafter defined) thereof, if such Beneficial Owner provides to
the Registrar evidence of such beneficial ownership in form and substance reasonably
satisfactory to the Registrar. As used herein,Beneficial Owner means, in respect of an
Obligation, any person or entity which (i)has the power, directly or indirectly, to vote or consent
with respect to, or to dispose of ownership of, such Obligation(including persons or entities
holding Obligations through nominees, depositories or other intermediaries), or(ii) is treated as
the owner of the Obligation for federal income tax purposes.
(b) Information To Be Disclosed. The Issuer will provide, in the manner set forth in
subsection(c)hereof, either directly or indirectly through an agent designated by the Issuer, the
following information at the following times:
(1) on or before 365 days after the end of each fiscal year of the Issuer,
commencing with the fiscal year ending December 31, 2002, the following financial
information and operating data in respect of the Issuer(the Disclosure Information):
(A) the audited financial statements of the Issuer for such fiscal year,
containing balance sheets as of the end of such fiscal year and a statement of
operations, changes in fund balances and cash flows for the fiscal year then
ended, showing in comparative form such figures for the preceding fiscal year of
the Issuer,prepared in accordance with generally accepted accounting principles
promulgated by the Financial Accounting Standards Board as modified in
accordance with the governmental accounting standards promulgated by the
Governmental Accounting Standards Board or as otherwise provided under
Minnesota law, as in effect from time to time, or, if and to the extent such
financial statements have not been prepared in accordance with such generally
accepted accounting principles for reasons beyond the reasonable control of the
Issuer, noting the discrepancies therefrom and the effect thereof, and certified as
to accuracy and completeness in all material respects by the fiscal officer of the
Issuer; and
(B)To the extent not included in the financial statements referred to in
paragraph(A)hereof, the information for such fiscal year or for the period most
recently available of the type contained in the Official Statement under the
headings: City Property Values, City Indebtedness, City Tax Rates, and Levies
and Collections,which information may be unaudited.
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Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the Issuer shall provide on or before such date unaudited financial statements
in the format required for the audited financial statements as part of the Disclosure Information
and,within 10 days after the receipt thereof, the Issuer shall provide the audited financial
statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is
updated as required hereby, from other documents, including official statements, which have
been submitted to each of the repositories hereinafter referred to under subsection(c) or the SEC.
If the document incorporated by reference is a final official statement, it must be available from
the Municipal Securities Rulemaking Board. The Issuer shall clearly identify in the Disclosure
Information each document so incorporated by reference.
If any part of the Disclosure Information can no longer be generated because the
operations of the Issuer have materially changed or been discontinued, such Disclosure
Information need no longer be provided if the Issuer includes in the Disclosure Information a
statement to such effect; provided, however, if such operations have been replaced by other
Issuer operations in respect of which data is not included in the Disclosure Information and the
Issuer determines that certain specified data regarding such replacement operations would be a
Material Fact (as defined in paragraph (2)hereof), then, from and after such determination, the
Disclosure Information shall include such additional specified data regarding the replacement
operations.
If the Disclosure Information is changed or this section is amended as permitted by this
paragraph(b)(1) or subsection(d), then the Issuer shall include in the next Disclosure
Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for
the amendment and the effect of any change in the type of financial information or operating data
provided.
(2) In a timely manner, notice of the occurrence of any of the following events
which is a Material Fact (as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the
security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution,or sale of property securing repayment of the
securities; and
(K) Rating changes.
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As used herein, a Material Fact is a fact as to which a substantial likelihood exists that a
reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell an
Obligation or, if not disclosed, would significantly alter the total information otherwise available
to an investor from the Official Statement, information disclosed hereunder or information
generally available to the public. Notwithstanding the foregoing sentence, a Material Fact is also
an event that would be deemed material for purposes of the purchase,holding or sale of an
Obligation within the meaning of applicable federal securities laws, as interpreted at the time of
discovery of the occurrence of the event.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the Issuer to provide the Disclosure Information required
under paragraph (b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection
(d), together with a copy of such amendment or supplement and any explanation
provided by the Issuer under subsection(d)(2);
(C) the termination of the obligations of the Issuer under this section pursuant
to subsection(d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared; and
(E) any change in the fiscal year of the Issuer.
(c) Manner of Disclosure. The Issuer agrees to make available the information described
in subsection(b) to the following entities by telecopy, overnight delivery, mail or other means, as
appropriate:
(1) the information described in paragraph(1) of subsection (b),to each then
nationally recognized municipal securities information repository under the Rule and to
any state information depository then designated or operated by the State of Minnesota as
contemplated by the Rule(the State Depository), if any;
(2) the information described in paragraphs (2) and(3)of subsection(b), to the
Municipal Securities Rulemaking Board and to the State Depository, if any; and
(3) the information described in subsection(b), to any rating agency then
maintaining a rating of the Obligations at the request of the Issuer and, at the expense of
such Obligation Owner,to any Obligation Owner who requests in writing such
information, at the time of transmission under paragraphs (1) or(2) of this subsection (c),
as the case may be, or, if such information is transmitted with a subsequent time of
release, at the time such information is to be released.
(d) Term; Amendments; Interpretation.
(1) The covenants of the Issuer in this section shall remain in effect so long as
any Obligations are Outstanding. Notwithstanding the preceding sentence, however, the
obligations of the Issuer under this section shall terminate and be without further effect as
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of any date on which the Issuer delivers to the Registrar an opinion of Bond Counsel to
the effect that,because of legislative action or final judicial or administrative actions or
proceedings, the failure of the Issuer to comply with the requirements of this section will
not cause participating underwriters in the primary offering of the Obligations to be in
violation of the Rule or other applicable requirements of the Securities Exchange Act of
1934, as amended, or any statutes or laws successory thereto or amendatory thereof.
(2) This section(and the form and requirements of the Disclosure Information)
may be amended or supplemented by the Issuer from time to time,without notice to
(except as provided in paragraph(c)(3)hereof) or the consent of the Owners of any
Obligations, by a resolution of this Council filed in the office of the recording officer of
the Issuer accompanied by an opinion of Bond Counsel, who may rely on certificates of
the Issuer and others and the opinion may be subject to customary qualifications, to the
effect that: (i) such amendment or supplement(a) is made in connection with a change in
circumstances that arises from a change in law or regulation or a change in the identity,
nature or status of the Issuer or the type of operations conducted by the Issuer, or(b) is
required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii)
this section as so amended or supplemented would have complied with the requirements
of paragraph(b)(5) of the Rule at the time of the primary offering of the Obligations,
giving effect to any change in circumstances applicable under clause (i)(a) and assuming
that the Rule as in effect and interpreted at the time of the amendment or supplement was
in effect at the time of the primary offering; and (iii) such amendment or supplement does
not materially impair the interests of the Obligation Owners under the Rule.
If the Disclosure Information is so amended, the Issuer agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
reasons for the amendment and the effect, if any, of the change in the type of financial
information or operating data being provided hereunder.
(3) This section is entered into to comply with the continuing disclosure
provisions of the Rule and should be construed so as to satisfy the requirements of
paragraph (b)(5) of the Rule.
Upon vote being taken upon the foregoing resolution, the following voted in favor thereof:
Mayor Loomis and Councilmembers Grayson, Johnson, LeSuer, and Tremere
and the following voted against the same: none
whereupon the resolution was declared duly passed and adopted.
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City of Golden Valley, Minnesota
$615,000
General Obligation Equipment Certificates of Indebtedness, Series 2003D
POST-SALE TAX LEVIES
Date Principal Coupon Interest Total P+I Levy Amount Levy Year
2/01/2004 - - 8,900.00 8,900.00 9,345.00 2002
2/01/2005 200,000.00 2.000% 13,350.00 213,350.00 224,017.50 2003
2/01/2006 205,000.00 2.000% 9,350.00 214,350.00 225,067.50 2004
2/01/2007 210,000.00 2.500% 5,250.00 215,250.00 226,012.50 2005
Total 615,000.00 - 36,850.00 651,850.00 684,442.50 -
* Levied in anticipation.
Springsted Incorporated File=GOLDEN VALLEY.SF-Series 2003D Post Sale-SINGLE PURPOSE
Advisors to the Public Sector 5/6/2003 1:53 PM