04-53 - 06-15 - Authorize Sales for Bonds 2004B S
CERTIFICATION OF MINUTES RELATING TO
$4,785,000 GENERAL OBLIGATION TAX ABATEMENT BONDS, SERIES 2004B
Issuer: City of Golden Valley, Minnesota
Governing body: City Council
Kind, date, time and place of meeting: A regular meeting held on June 15, 2004, at 6:30 P.M., at
the City Hall.
Members present: Linda Loomis, Bob Shaffer, Mike Freiberg and Blair Tremere
Members absent: Scott Grayson
Documents attached:
Minutes of said meeting including(pages):
RESOLUTION NO. 4-53
RESOLUTION AUTHORIZING THE ISSUANCE, AWARDING THE
SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING
FOR THE EXECUTION AND DELIVERY OF AND SECURITY FOR
$4,785,000 GENERAL OBLIGATION TAX ABATEMENT BONDS,
SERIES 2004B
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 the corporation in my legal custody, from which they have been transcribed; that the
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of the corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at the meeting, insofar as they relate
to said bonds; and that the 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 given
as required by law.
WITNESS my hand officially as such recording officer this 15th day of June,
2004.
City Cl
It was reported that two (2)proposals had been received prior to 11:00 A.M.,
Central Time today for the purchase of the $4,785,000 General Obligation Tax Abatement
Bonds, Series 2004B of the City in accordance with the Official Statement distributed by
Springsted Incorporated, financial consultant to the City, to potential purchasers of the Bonds.
The proposals have been read and tabulated, and the terms of each have been determined to be as
follows:
[See attached]
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85 E.SEVENTH PLACE,SUITE 100
SAINT PAUL,MN 55101-2887
651.223.3000 FAX:651.223.3002
E-MAIL: advisors@springsted.com
SPRINGSTED
Advisors to the Public Sector
$4,785,000
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION TAX ABATEMENT BONDS,SERIES 2004B
(BOOK ENTRY ONLY)
AWARD: PIPER JAFFRAY&CO.
WELLS FARGO BROKERAGE SERVICES, LLC
SALE: June 15,2004 Moody's Rating: Aa1
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
PIPER JAFFRAY&CO. 3.00% 2005-2006 $4,784,238.35 $1,628,039.78 4.1964%
WELLS FARGO BROKERAGE 3.25% 2007
SERVICES, LLC 3.50% 2008
3.75% 2009
4.00% 2010-2011
4.125% 2012
4.25% 2013-2016
4.375% 2017
4.50% 2018-2019
UBS FINANCIAL SERVICES INC. 2.50% 2005-2006 $4,757,155.65 $1,632,701.02 4.2135%
CITIGROUP GLOBAL MARKETS, INC. 3.00% 2007
MORGAN STANLEY—MORGAN 3.25% 2008
STANLEY DW INC. 3.50% 2009-2010
CIBC WORLD MARKETS 3.625% 2011
CITIZENS BANK 4.00% 2012-2013
CRONIN &COMPANY, INCORPORATED 4.125% 2014
Kirlin Securities, Inc. 4.35% 2015
4.375% 2016
4.50% 2017-2018
4.625% 2019
(Continued)
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 • WASHINGTON,DC
Councilmember Blair Tremere then introduced the following resolution and
moved its adoption, which motion was seconded by Councilmember Mike Freiberg:
RESOLUTION NO. 4-53
RESOLUTION AUTHORIZING THE ISSUANCE, AWARDING THE
SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING
FOR THE EXECUTION AND DELIVERY OF AND SECURITY FOR
$4,785,000 GENERAL OBLIGATION TAX ABATEMENT BONDS,
SERIES 2004B
BE IT RESOLVED by the City Council (the"Council")of the City of Golden
Valley, Minnesota(the "City"), as follows:
Section 1. Recitals. Authorization and Sale of Bonds.
1.01. Recitals. To pay all or a portion of the costs of street, utility, right of way
and drainage improvements or to pay a portion of the principal of and interest on general
obligation bonds to be issued by the City to pay for such street,utility, right of way and drainage
improvements, the City Council by resolution adopted September 19, 2001,has granted an
abatement of property taxes to be imposed by the City on certain parcels in the City(the"Abated
Parcels")pursuant to Minnesota Statutes, Sections 469.1812 to 469.1815, for a period of 15
years commencing with property taxes payable in 2004 and concluding with property taxes
payable in 2019 (the "Tax Abatement"). The revenues received by the City from such Tax
Abatement are herein referred to as the"Tax Abatement Revenue."
1.02. Authorization. This Council,by resolution duly adopted on June 1, 2004,
authorized the issuance and sale on the date hereof of its $4,785,000 General Obligation Tax
Abatement Bonds, Series 2004B (the "Bonds"), the proceeds to be used to finance the
construction of street, utility, right of way and drainage improvements in the City(the
"Improvements"), including every item of cost of the kinds authorized in Minnesota Statutes,
Section 475.65 and Section 469.1814, subdivision 5. The Improvements benefit the Abated
Parcels.
1.03. Sale of Bonds. Pursuant to the Terms and Conditions of Sale for the Bonds,
two (2)proposals for the purchase of the Bonds were received at or before the time specified for
receipt of proposals. The proposals have been 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 Piper Jaffray&Co., of Minneapolis, Minnesota,
and associates (the"Purchaser"), to purchase the Bonds at a price of$4,784,238.35 plus interest
accrued to the date of delivery and payment, on the further terms and conditions hereinafter set
forth. The proposal is hereby accepted, and the Mayor and the City Manager are hereby
authorized and directed to execute a contract on the part of the City for the sale of the Bonds
with the Purchaser. The good faith checks of the unsuccessful bidders shall be returned
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forthwith. The good faith deposit of the Purchaser shall be retained by the City until the Bonds
have been delivered, and shall be deducted from the purchase price paid at settlement.
1.04. Performance of Requirements. All acts, conditions and things which are
required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen
and to be performed precedent to and in the valid issuance of the Bonds having been done,
existing, having happened and having been performed, it is now necessary for this Council to
establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds
forthwith.
Section 2. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION TAX ABATEMENT BOND,
SERIES 2004B
Date of
Interest Rate Maturity Original Issue CUSIP
% February 1, July 1, 2004
REGISTERED OWNER: CEDE& CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF GOLDEN VALLEY, Minnesota(the "City"), acknowledges itself
to be indebted and, for value received, hereby promises to pay to the registered owner named
above, or registered assigns, the principal amount specified above, on the maturity date specified
above,with interest thereon from the date of original issue specified above, or from the most
recent interest payment date to which interest has been paid or duly provided for, at the annual
rate specified above. Interest hereon is payable on February 1 and August 1 in each year,
commencing February 1, 2005, 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,
all subject to the provisions referred to herein with respect to the redemption of the principal of
this Bond before maturity. 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 at the principal office of the agent of the Registrar described below, the principal hereof
are payable in lawful money of the United States of America by check or draft drawn on U.S.
Bank National Association, St. Paul, Minnesota, as Bond Registrar, Transfer Agent and Paying
Agent, or its successor designated under the Resolution described herein(the"Bond Registrar").
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This Bond is one of an issue in the aggregate principal amount of$4,785,000 (the
"Bonds") all of like date and tenor except as to serial number, interest rate, redemption privilege
and maturity date, issued pursuant to a resolution adopted by the City Council on June 15, 2004
(the"Resolution"), for the purpose of financing the costs of various street, utility, right of way
and drainage improvements within the City and is issued pursuant to and in full conformity with
the provisions of the Constitution and laws of the State of Minnesota thereunto enabling,
including Minnesota Statutes, Section 469.1814 and Chapter 475. For the full and prompt
payment of the principal and interest on the Bonds as the same become due, the full faith, credit
and taxing power of the City have been and are hereby irrevocably pledged. The Bonds are
issuable only as fully registered bonds in denominations of$5,000 or any multiple thereof, of
single maturities.
Bonds having stated maturity dates in the years 2014 and thereafter are each subject to
redemption at the option of the City, in whole or in part, in such order of maturity dates as the
City may select and,within a maturity,by lot as selected by the Registrar(or, if applicable, by
the bond depository in accordance with its customary procedures), in integral multiples of
$5,000, on February 1, 2013, and on any date thereafter, at a price equal to 100%of the principal
amount thereof plus interest accrued to the date of redemption. At least 30 days before the date
specified for the redemption of any Bond the City will cause notice of redemption to be
published if and to the extent required by law, and to be mailed by first class mail (or, if
applicable, provided in accordance with the operational arrangements of the bond depository), to
the registered owner of any Bond to be redeemed at the owner's address as it appears on the
Bond Register maintained by the Registrar, but no defect in or failure to give such notice of
redemption shall affect the validity of proceedings for the redemption of any Bond not affected
by such defect or failure. Official notice of redemption having been given as aforesaid,the
Bonds or portions of the Bonds so to be redeemed shall, on the redemption date,become due and
payable at the redemption price herein specified and from and after such date (unless the City
shall default in the payment of the redemption price) such Bond or portions of Bonds shall cease
to bear interest. Upon surrender to the Registrar of any Bond which has been redeemed in part, a
new Bond or Bonds will be delivered to the owner without charge, representing the unredeemed
portion of the principal of the Bond so surrendered.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS-
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing in the years 20 and 20 shall be subject to mandatory
redemption, at a redemption price equal to their principal amount plus interest accrued thereon to
the redemption date, without premium, on February 1 in each of the years shown below, in an
amount equal to the following principal amounts:
Term Bonds Maturing in 20-- Term Bonds Maturing in 20--
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Sinking Fund Aggregate Sinking Fund Aggregate
Payment Date Principal Amount Payment Date Principal Amount
Notice of redemption shall be given as provided in the preceding paragraph.]
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 Bond Registrar,
by the registered owner hereof in person or by his attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or his 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 Bond 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 Bond
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 precedent to and in the issuance of this Bond in
order to make this Bond a valid and binding general obligation of the City according to its terms,
have been done, do exist, have happened and have been performed in regular and due form as so
required; that prior to the issuance hereof the City has pledged and appropriated to the sinking
fund established for the payment of the Bonds the tax abatement revenue to be derived by the
City from certain specified properties of the City and ad valorem taxes duly levied on all taxable
property in the City; that if necessary to pay the principal and interest on this Bond, additional ad
valorem taxes are required be levied upon all taxable property in the City without limitation as to
rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to
exceed any constitutional or statutory limitation.
This Bond 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 Bond Registrar by the manual signature of a person authorized to sign
on its behalf.
IN WITNESS WHEREOF, the City of Golden Valley, Minnesota,by its City
Council, has caused this Bond to be executed by the facsimile signatures of the Mayor and the
City Manager and has caused this Bond to be dated as of the date set forth below.
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Date of Authentication:
CITY OF GOLDEN VALLEY
(facsimile signature City Manager) (facsimile signature Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION,
St. Paul,Minnesota, as Bond Registrar
By
Authorized Representative
[Insert legal opinion]
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to 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
Bond and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept for registration of the within Bond,with full
power of substitution in the premises.
Dated:
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NOTICE: The assignor's signature to this assignment
must correspond with the name as it appears upon the
face of the within Bond in every particular, without
alteration or 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
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 form of Bond]
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Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment, Dating of Bonds. The
City shall forthwith issue and deliver the Bonds,which shall be denominated "General
Obligation Tax Abatement Bonds, Series 2004B." The Bonds shall be dated, as originally
issued, as of July 1, 2004, shall be issuable in the denominations of$5,000 or any integral
multiple thereof, shall mature on February 1 in the years and amounts set forth below, and Bonds
maturing in such years and amounts shall bear interest from date of issue until paid or duly called
for redemption at the rates per annum set forth opposite such years and amounts as follows:
Year Amount Rate Year Amount Rate
2005 $110,000 3.00% 2013 $335,000 4.25%
2006 315,000 3.00 2014 340,000 4.25
2007 315,000 3.25 2015 340,000 4.25
2008 320,000 3.50 2016 345,000 4.25
2009 320,000 3.75 2017 350,000 4.375
2010 325,000 4.00 2018 355,000 4.50
2011 330,000 4.00 2019 355,000 4.50
2012 330,000 4.125
The Bonds shall be issuable only in fully registered form, of single maturities.
The interest thereon and, upon surrender of each Bond at the principal office of the Registrar
described herein, the principal amount thereof, shall be payable by check or draft issued by the
Registrar. Upon the initial delivery of the Bonds pursuant to Section 3.06, and upon any
subsequent transfer or exchange pursuant to Section 3.04, the date of authentication shall be
noted on each Bond so delivered, exchanged or transferred.
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on
February 1 and August 1 in each year, commencing February 1, 2005,to the owners thereof as
such appear of record in the bond register as of the close of business on the fifteenth day of the
immediately preceding month, whether or not such day is a business day. Interest on the Bonds
will be computed on the basis of a 360-day year consisting of twelve 30-day months and will be
rounded pursuant to the rules of the Municipal Securities Rulemaking Board.
3.03. Appointment of Registrar. The City hereby appoints U.S. Bank National
Association, in St. Paul, Minnesota, as the initial bond registrar, transfer agent and paying agent
(the "Registrar"). The Mayor and City Manager 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 organized under the
laws of the United States or one of the states of the United States and authorized by law to
conduct such business, such corporation shall be 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, effective upon not less than
thirty days' written notice and upon the appointment and acceptance of a successor Registrar, in
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which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the
successor Registrar and shall deliver the Bond Register to the successor Registrar.
3.04. Registration. The effect of registration and the rights and duties of the City
and the Registrar with respect thereto shall be as follows:
(a) Re ister. 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 Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender to the Registrar 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
shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Bonds of a like aggregate principal amount and maturity, as requested by
the transferor. The Registrar may, however, close the books for registration of any
transfer after the fifteenth day of the month preceding each interest payment date and
until such interest payment date.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount, interest rate and maturity, as requested by the
registered owner or the owner's attorney duly authorized in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
its 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 any Bond is at any time registered in the bond register as the absolute owner
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
owner's order shall be valid and effectual to satisfy and discharge the liability of the City
upon such Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except
for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge
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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 Bonds. In case any Bond shall become
mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Bond of like
amount, number, interest rate, maturity date and tenor in exchange and substitution for
and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any
such Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or
destroyed, upon receipt by the Registrar of evidence satisfactory to it that such Bond was
lost, stolen or destroyed, and of the ownership thereof, and upon receipt by the Registrar
of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in
which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be cancelled by it and evidence of such cancellation
shall be given to the City. If the mutilated, lost, stolen or destroyed Bond has already
matured or been called for redemption in accordance with its terms, it shall not be
necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds,within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
3.05. Redemption. Bonds maturing in 2014 and later years shall be subject to
redemption at the option of the Issuer, in whole or in part, in such order of maturity dates as the
Issuer may select and, within a maturity,by lot as selected by the Registrar(or, if applicable,by
the bond depository in accordance with its customary procedures), in integral multiples of
$5,000, on February 1, 2013, and on any date thereafter, at a price equal to 100%of the principal
amount thereof and accrued interest to the date of redemption. At least 30 days before the date
specified for redemption of any Bond the Clerk shall cause notice of redemption to be published
if and as required by law, and mailed by first class mail, postage prepaid, to the Registrar and to
the Holders, as hereinafter defined, of all Bonds to be redeemed at their addresses as they appear
on the Bond Register; provided that notice shall be given to any securities depository in
accordance with its operational arrangements. No defect in or failure to give such notice of
redemption shall affect the validity of proceedings for the redemption of any Bond not affected
by such defect or failure.
3.06. Preparation and Delivery. The Bonds shall be prepared under the direction
of the City Manager and shall be executed on behalf of the City by the signatures of the Mayor
and the City Manager; provided that said signatures may be printed, engraved, or lithographed
facsimiles thereof. In case any officer whose signature, or a facsimile of whose signature, shall
appear on the Bonds shall cease to be such officer before the delivery of any Bond, such
signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if
such officer had remained in office until delivery. Notwithstanding such execution, no Bond
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 such Bond has been duly executed
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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 each Bond shall be conclusive evidence that it has been
authenticated and delivered under this Resolution. When the Bonds have been so executed and
authenticated, they shall be delivered by the City Manager to the Purchaser upon payment of the
purchase price in accordance with the contract of sale heretofore made and executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
3.07. 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 a Bond, the person
in whose name such Bond is recorded as the beneficial owner of such Bond 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 Bonds.
"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 Bonds 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 Bonds shall be initially issued as separately authenticated fully registered
bonds, and one Bond shall be issued in the principal amount of each stated maturity of the
Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond
register in the name of Cede &Co., as nominee of DTC. The Registrar and the City may treat
DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the
purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions
thereof to be redeemed, if any, giving any notice permitted or required to be given to registered
owners of Bonds under this resolution, registering the transfer of Bonds, and for all other
purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the
contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any
Participant, any person claiming a beneficial ownership interest in the Bonds 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 Bonds, 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 Bonds, with respect to any notice which is permitted
or required to be given to owners of Bonds 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 Bonds, or with respect to any consent given or other action taken by DTC as registered owner
of the Bonds. So long as any Bond is registered in the name of Cede &Co., as nominee of DTC,
the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with
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respect to such Bond, 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 City's
obligations with respect to the principal of and interest on the Bonds to the extent of the sum or
sums so paid. No person other than DTC shall receive an authenticated Bond for each separate
stated maturity evidencing the obligation of the City 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 Bonds will be transferable to such new
nominee in accordance with paragraph(d)hereof.
(c) In the event the City determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Bonds in the form of bond certificates, the City may notify
DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through
DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in
accordance with paragraph (d)hereof. DTC may determine to discontinue providing its services
with respect to the Bonds at any time by giving notice to the City and the Registrar and
discharging its responsibilities with respect thereto under applicable law. In such event the
Bonds will be transferable in accordance with paragraph (d)hereof.
(d) In the event that any transfer or exchange of Bonds is permitted under
paragraph (b) or(c) hereof, such transfer or exchange shall be accomplished upon receipt by the
Registrar of the Bonds 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 Bonds
in the form of certificates are issued to owners other than Cede &Co., its successor as nominee
for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds,
the provisions of this resolution shall also apply to all matters relating thereto, including,without
limitation, the printing of such Bonds in the form of bond certificates and the method of payment
of principal of and interest on such Bonds in the form of bond certificates.
(e) The execution and delivery of the Representation Letter to DTC by the Mayor
or Manager, if not already on file with DTC, is hereby authorized and directed.
Section 4. Security Provisions.
4.01. Series 2004B Tax Abatement Bond Construction Fund. There is hereby
established on the official books and records of the City a Series 2004B General Obligation Tax
Abatement Bond Construction Fund (the"Construction Fund"). To the Construction Fund there
shall be credited from the proceeds of the Bonds the sum of$4,727,580. From the Construction
Fund there shall be paid by the City all costs and expenses of the Improvements and the issuance
of the Bonds. After payment of all costs of the Improvements, the Construction Fund shall be
discontinued and any Bond proceeds and other funds remaining therein shall be transferred to the
Sinking Fund created pursuant to Section 4.02 hereof.
4.02. Series 2004B Tax Abatement Bond Sinking Fund. The Bonds shall be
payable from a separate Series 2004B General Obligation Tax Abatement Bond Sinking Fund
(the "Sinking Fund") which shall be created and maintained on the books of the City as a
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separate debt redemption fund until the Bonds, and all interest thereon, are fully paid. There
shall be credited to the Sinking Fund the following:
(a) Any amount deposited therein pursuant to Section 4.01 hereof.
(b) All Tax Abatement Revenue received by the City.
(c) All taxes levied and all other money which may at any time be received for or
appropriated to the payment of the principal of or interest on the Bonds, including all collections
of any ad valorem taxes levied for the payment of the Bonds.
(d) Any other funds appropriated by the Council for the payment of the Bonds.
There are hereby established two accounts in the Sinking Fund, designated as the
"Debt Service Account" and the"Surplus Account." All money appropriated or to be deposited
in the Sinking Fund shall be deposited as received into the Debt Service Account. On each
February 2, the City Finance Director shall determine the amount on hand in the Debt Service
Account. If such amount is in excess of one-twelfth of the debt service payable from the Sinking
Fund in the immediately preceding 12 months,the City Finance Director shall promptly transfer
the amount in excess to the Surplus Account. The City appropriates to the Surplus Account any
amounts to be transferred thereto from the Debt Service Account as herein provided and all
income derived from the investment of amounts on hand in the Surplus Account. If at any time
the amount on hand in the Debt Service Account is insufficient to meet the requirements of the
Sinking Fund, the City Finance Director shall transfer to the Debt Service Account amounts on
hand in the Surplus Account to the extent necessary to cure such deficiency.
4.03. Pledge of Taxing Powers. For the prompt and full payment of the principal
of and interest on the Bonds as such payments respectively become due,the full faith, credit and
unlimited taxing powers of the City 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 Bonds, ad valorem taxes are hereby levied on all
taxable property in the City. The taxes are to be levied and collected in the following years and
amounts:
Levy Years Collection Years Amount
2004-2017 2005-2018 See attached Levy Computation
The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid,provided
that the City 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 any Bond has been discharged as provided in this
Section 5, all pledges, covenants and other rights granted by this resolution to the holders of such
Bonds shall cease, and such Bonds shall no longer be deemed outstanding under this Resolution.
The City may discharge its obligations with respect to any Bond which is due on any date by
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irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment
thereof in full; or, if any Bond should not be paid when due,the City may nevertheless discharge
its obligations with respect thereto 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
City may also at any time discharge its obligations with respect to any Bonds, subject to the
provisions of law now or hereafter authorizing and regulating such action,by depositing
irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or
securities which are authorized by law to be so deposited,bearing interest payable at such times
and at such rates and maturing or callable at the holder's option on such dates as shall be
required,without reinvestment, to pay all principal and interest to become due thereon to
maturity or, if notice of redemption as herein required has been duly provided for, to such earlier
redemption date.
Section 6. County Auditor Registration, Certification of Proceedings, Investment
of Money, Arbitrage, Official Statement and Fees.
6.01. County Auditor Registration. The City Clerk is hereby authorized and
directed to file a certified copy of this Resolution with the County Auditor of Hennepin County,
together with such other information as the County Auditor shall require, and to obtain from said
County Auditor a certificate that the Bonds have been entered on the County Auditor's bond
register and that the tax required for payment of the Bonds has been levied as required by law.
6.02. Certification of Proceedings. The officers of the City and the County
Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the
Purchaser and to Dorsey&Whitney LLP, Bond Counsel to the City, certified copies of all
proceedings and records of the City, and such other affidavits, certificates and information as
may be required to show the facts relating to the legality and marketability of the Bonds as the
same appear from the books and records under their custody and control or as otherwise known
to them, and all such certified copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the correctness of all statements
contained therein.
6.03. Covenant. The City covenants and agrees with the holders from time to
time of the Bonds that it will not take or permit to be taken by any of its officers, employees or
agents any action which would cause the interest on the Bonds to become includable in gross
income of the recipient under the Internal Revenue Code of 1986, as amended (the"Code"), and
Regulations promulgated thereunder(the"Regulations"), as such are enacted or promulgated and
in effect on the date of issue of the Bonds, and covenants to take any and all actions within its
powers to ensure that the interest on the Bonds will not become subject to taxation under such
Code and Regulations. The Improvements are public improvements. The City will not enter
into any lease, use agreement or other contract respecting the Improvements or security for the
payment of the Bonds which would cause the Bonds to be considered "private activity bonds"or
"private loan bonds"pursuant to Section 141 of the Code.
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6.04. Certification. The Mayor and City Manager being the officers of the Issuer
charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized
and directed to execute and deliver to the Purchaser a certificate in accordance with the
provisions of Section 148 of the Code and Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Bonds which make it
reasonable to expect that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be"arbitrage bonds"within the meaning of the Code and Regulations.
6.05. Arbitrage Rebate. The City acknowledges that the Bonds 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
Bonds 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 Bonds
(other than amounts constituting a"bona fide debt service fund") arise during or after the
expenditure of the original proceeds thereof.
6.06. Not Bank Qualified. The City will not designate the Bonds as"qualified
tax—exempt obligations" for purpose of Section 265(b) of the Code relating to the disallowance
of interest expenses for financial institutions.
6.07. Official Statement. The Official Statement relating to the Bonds, dated
June 3, 2004,prepared and delivered on behalf of the City by Springsted Incorporated, is hereby
approved. Springsted Incorporated is hereby authorized on behalf of the City 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 as is 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 City
are hereby authorized and directed to execute such certificates as may be appropriate concerning
the accuracy, completeness and sufficiency of the Official Statement.
6.08. Reimbursement. The City certifies that the proceeds of the Bonds will not
be used by the City to reimburse itself for any expenditure with respect to the equipment which
the City paid or will have paid more than 60 days prior to the issuance of the Bonds unless, with
respect to such prior expenditures,the City 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
Bonds.
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Section 7. Continuing_Disclosure.(a) Purpose and Beneficiaries. To provide for
the public availability of certain information relating to the Bonds and the security therefor and
to permit the Purchaser and other participating underwriters in the primary offering of the Bonds
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 Bonds,
the City hereby makes the following covenants and agreements for the benefit of the Owners (as
hereinafter defined) from time to time of the Outstanding Bonds. The City is the only obligated
person in respect of the Bonds 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. If the City
fails to comply with any provisions of this section, any person aggrieved thereby, including the
Owners of any Outstanding Bonds,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 Bonds or under
any other provision of this resolution. As used in this section, Owner or Bondowner means, in
respect of a Bond,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 a Bond, 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 Bond (including persons or entities
holding Bonds through nominees, depositories or other intermediaries), or(ii) is treated as the
owner of the Bond for federal income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection
(c)hereof, either directly or indirectly through an agent designated by the City, the following
information at the following times:
(1) on or before 365 days after the end of each fiscal year of the City, commencing with
the fiscal year ending December 31, 2003, the following financial information and
operating data in respect of the City(the "Disclosure Information"):
(A) the audited financial statements of the City 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 City,
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
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financial statements have not been prepared in accordance with such generally
accepted accounting principles for reasons beyond the reasonable control of the
City, 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
City; 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 headings: City
Property Values; City Indebtedness; and City Tax Rates, Levies and
Collections.
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City 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 City 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 City 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 City have materially
changed or been discontinued, such Disclosure Information need no longer be provided if the
City includes in the Disclosure Information a statement to such effect;provided,however, if such
operations have been replaced by other City operations in respect of which data is not included in
the Disclosure Information and the City 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 City 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;
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(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities;
and
(K) Rating changes.
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 a
Bond 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 a Bond 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 City 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 City under subsection (d)(2);
(C) the termination of the obligations of the City 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 City.
(c) Manner of Disclosure. The City 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 Bonds at the request of the City and, at the expense of such Bondowner,
to any Bondowner who requests in writing such information, at the time of
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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 City in this section shall remain in effect so long as any Bonds
are Outstanding. Notwithstanding the preceding sentence, however,the obligations
of the City under this section shall terminate and be without further effect as of any
date on which the City 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 City to comply with the requirements of this section
will not cause participating underwriters in the primary offering of the Bonds 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 City from time to time, without notice to(except as
provided in paragraph(c)(3)hereof)or the consent of the Owners of any Bonds,by a
resolution of this Council filed in the office of the recording officer of the City
accompanied by an opinion of Bond Counsel, who may rely on certificates of the
City 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 City or the type of operations conducted by the
City, 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 Bonds, 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
Bondowners under the Rule.
If the Disclosure Information is so amended, the City 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.
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Upon vote being taken upon the foregoing resolution, the following voted in favor
thereof. Linda R. Loomis, Bob Shaffer, Mike Freiberg, and Blair Tremere
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
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$4,785,000
City of Golden Valley, Minnesota
General Obligation Tax Abatement Bonds
Series 2004B--Post Sale
Post-Sale Tax Levies
Date Principal Coupon Interest Total P+I 105%Overlevy Abatement Levy Amount Levy Year
Income
02/01/2005 110,000.00 3.000% 111,453.13 221,453.13 232,525.78 241,901.00 * (9,375.22) 2003
02/01/2006 315,000.00 3.000% 187,762.50 502,762.50 527,900.63 522,420.11 5,480.52 2004
02/01/2007 315,000.00 3.250% 178,312.50 493,312.50 517,978.13 525,570.11 (7,591.98) 2005
02/01/2008 320,000.00 3.500% 168,075.00 488,075.00 512,478.75 455,462.00 57,016.75 2006
02/01/2009 320,000.00 3.750% 156,875.00 476,875.00 500,718.75 458,674.00 42,044.75 2007
02/01/2010 325,000.00 4.000% 144,875.00 469,875.00 493,368.75 327,919.00 165,449.75 2008
02/01/2011 330,000.00 4.000% 131,875.00 461,875.00 484,968.75 331,196.00 153,772.75 2009
02/01/2012 330,000.00 4.125% 118,675.00 448,675.00 471,108.75 334,505.00 136,603.75 2010
02/01/2013 335,000.00 4.250% 105,062.50 440,062.50 462,065.63 337,848.00 124,217.63 2011
02/01/2014 340,000.00 4.250% 90,825.00 430,825.00 452,366.25 341,224.00 111,142.25 2012
02/01/2015 340,000.00 4.250% 76,375.00 416,375.00 437,193.75 344,634.00 92,559.75 2013
02/01/2016 345,000.00 4.250% 61,925.00 406,925.00 427,271.25 348,078.00 79,193.25 2014
02/01/2017 350,000.00 4.375% 47,262.50 397,262.50 417,125.63 351,556.00 65,569.63 2015
02/01/2018 355,000.00 4.500% 31,950.00 386,950.00 406,297.50 355,069.00 51,228.50 2016
02/01/2019 355,000.00 4.500% 15,975.00 370,975.00 389,523.75 358,617.00 30,906.75 2017
Total $4,785,000.00 - $1,627,278.13 $6,412,278.13 $6,732,892.03 $5,634,673.22 $1,098,218.81
Tax abatements expected to be received in 2004.
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