04-54 - 06-15 - Authorize Sales of Bonds 2004C CERTIFICATION OF MINUTES RELATING TO
$2,995,000 GENERAL OBLIGATION STORM SEWER UTILITY REVENUE
BONDS, SERIES 2004C
Issuer: City of Golden Valley, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held June 15, 2004, at 6:30
o'clock P.M., at the City offices, Golden Valley, Minnesota.
Members present: Linda Loomis, Bob Shaffer, Mike Freiberg and Blair Tremere
Members absent: Scott Grayson
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 4-54
RESOLUTION AUTHORIZING ISSUANCE,
AWARDING SALE, PRESCRIBING THE FORM AND
DETAILS AND PROVIDING FOR THE PAYMENT OF
$2,995,000 GENERAL OBLIGATION STORM SEWER
UTILITY REVENUE BONDS, SERIES 2004C
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 on June1 5, 2004.
City Cler
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It was reported that three (3) sealed proposals for the purchase of$2,995,000
General Obligation Storm Sewer Utility Revenue Bonds, Series 2004C, were received
prior to 11:00 o'clock a.m., Central time,pursuant to the Official Statement distributed to
potential purchasers of the Bonds by Springsted Incorporated, financial consultants to the
City. 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 55101-2887
651.223.3000 FAX:651.223.3002
E-MAIL: advisors@,spiingsted.com
SPRINGSTED
Advisors to the Public Sector
$2,995,000
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION STORM SEWER UTILITY REVENUE BONDS,SERIES 2004C
(BOOK ENTRY ONLY)
AWARD: PIPER JAFFRAY&CO.
WELLS FARGO BROKERAGE SERVICES, LLC
June 15,2004 Moody's Rating: Aa1
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
PIPER JAFFRAY&CO. 3.00% 2005-2006 $2,990,732.00 $1,039,713.31 4.2398%
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
RBC DAIN RAUSCHER INC. 2.00% 2005 $2,961,471.95 $1,044,989.20 4.2769%
2.50% 2006
3.00% 2007-2008
3.20% 2009
3.45% 2010
3.625% 2011
3.80% 2012
4.00% 2013
4.10% 2014
4.25% 2015
4.35% 2016
4.45% 2017
4.50% 2018
4.60% 2019 (Continued)
CORPORATE OFF/CE: SAINT PAUL,MN • Visit our website at www.springsted.com
DES MOINES,IA MILWAUKEE,WI 9 MINNEAPOLIS,MN • OVERLAND PARK,KS 9 VIRGINIA BEACH,VA • WASHINGTON,DC
Member Mike Freiberg introduced the following resolution and moved its adoption,
which motion was seconded by Member Blair Tremere:
RESOLUTION AUTHORIZING ISSUANCE,
AWARDING SALE, PRESCRIBING THE FORM AND
DETAILS AND PROVIDING FOR THE PAYMENT OF
$2,995,000 GENERAL OBLIGATION STORM SEWER
UTILITY REVENUE BONDS, SERIES 2004C
BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota
(the City), as follows:
SECTION 1. AUTHORIZATION AND SALE.
1.1. Authorization. This Council,by resolution duly adopted on June 1, 2004,
authorized the issuance and sale on the date hereof of its $2,995,000 principal amount of
General Obligation Storm Sewer Utility Revenue Bonds, Series 2004C (the Bonds),the
proceeds to be used to finance the costs of various storm sewer and drainage
improvements (the Project) to the storm sewer system (the System) owned and operated
by the City.
1.2. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared
on behalf of the City by Springsted Incorporated, sealed proposals for the purchase of the
Bonds were received at or before the time specified for receipt of proposals. The
proposals have been opened, 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. in Minneapolis,Minnesota and
associates (the Purchaser), to purchase the Bonds at a price of$2,990,732.00 plus accrued
interest on all Bonds to the day of delivery and payment, on the further terms and
conditions hereinafter set forth.
1.3. Award. The sale of the Bonds 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 City for the sale of the Bonds in accordance with the Terms of Proposal.
The good faith deposit of the Purchaser shall be retained and deposited by the City until
the Bonds have been delivered and shall be deducted from the purchase price paid at
settlement.
SECTION 2. BOND TERMS,• REGISTRATION: EXECUTION AND DELIVERY.
2.1. Issuance of Bonds. 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, now
existing, having happened and having been performed, it is now necessary for the City
Council to establish the form and terms of the Bonds, to provide and describe the security
therefor and to issue the Bonds forthwith.
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2.2. Maturities; Interest Rates; Denominations and Pam. The Bonds shall be
originally dated as of July 1, 2004, shall be in the denomination of$5,000 each, or any
integral multiple thereof, of single maturities, shall mature on February 1 in the years and
amounts stated below, and shall bear interest from the date of original issue until paid or
duly called for redemption at the annual rates set forth opposite such years and amounts,
as follows:
Year Amount Rate Year Amount Rate
2005 $205,000 3.00% 2013 $200,000 4.25%
2006 160,000 3.00 2014 205,000 4.25
2007 160,000 3.25 2015 215,000 4.25
2008 165,000 3.50 2016 225,000 4.25
2009 170,000 3.75 2017 235,000 4.375
2010 175,000 4.00 2018 245,000 4.50
2011 185,000 4.00 2019 260,000 4.50
2012 190,000 4.125
The Bonds shall be issuable only in fully registered form. 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
described herein; provided that, so long as the Bonds are registered in the name of a
securities depository, or a nominee thereof, in accordance with Section 2.7 hereof,
principal and interest shall be payable in accordance with the operational arrangements of
the securities depository.
2.3. Dates and Interest Payment Dates. Upon initial delivery of the Bonds
pursuant to Section 2.8 and upon any subsequent transfer or exchange pursuant to Section
2.6, the date of authentication shall be noted on each Bond so delivered, exchanged or
transferred. Interest on the Bonds shall be payable on each February 1 and August 1,
commencing February 1, 2005, each such date being referred to herein as an Interest
Payment Date, to the persons in whose names the Bonds are registered on the Bond
Register, as hereinafter defined, at the Registrar's close of business on the fifteenth day of
the calendar month next preceding such Interest Payment Date,whether or not such day
is a business day. Interest shall be computed on the basis of a 360-day year composed of
twelve 30-day months.
2.4. Redemption. Bonds maturing in 2014 and later years shall be 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 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
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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.
2.5. 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 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.
2.6. 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 ig ster. The Registrar shall keep at its principal corporate trust
office a register(the 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. The term Holder or
Bondholder as used herein shall mean the person(whether a natural person,
corporation, association,partnership, trust, governmental unit, or other legal
entity) in whose name a Bond is registered in the Bond Register.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly
endorsed by the Holder thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly executed by the Holder thereof
or by an attorney duly authorized by the Holder 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. At the option of the Holder of any Bond in a
denomination greater than $5,000, such Bond may be exchanged for other Bonds
of authorized denominations, of the same maturity and a like aggregate principal
amount, upon surrender of the Bond to be exchanged at the office of the Registrar.
Whenever any Bond is so surrendered for exchange the City shall execute and the
Registrar shall authenticate and deliver the Bonds which the Bondholder making
the exchange is entitled to receive.
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(d) Cancellation. All Bonds surrendered for payment, transfer or
exchange shall be promptly canceled 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 the refusal, in good faith,to make transfers
which it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the
person in whose name any Bond is at any time registered in the Bond Register as
the absolute owner of the Bond,whether the Bond shall be overdue or not, for the
purpose of receiving payment of or on account of, the principal of and interest on
the Bond and for all other purposes; and all payments made to or upon the order
of such Holder shall be valid and effectual to satisfy and discharge the liability
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 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 destroyed, stolen or lost, the Registrar shall deliver a new
Bond of like amount, number, maturity date, interest rate and tenor in exchange
and substitution for and upon cancellation of any such mutilated Bond or in lieu
of and in substitution for any Bond destroyed, stolen or lost,upon the payment of
the reasonable expenses and charges of the Registrar in connection therewith; and,
in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of
evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the
ownership thereof, and upon furnishing to the Registrar of an appropriate bond or
indemnity in form, substance and amount satisfactory to it, in which both the City
and the Registrar shall be named as obligees. All Bonds so surrendered to the
Registrar shall be canceled by it and evidence of such cancellation shall be given
to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or
been called for redemption in accordance with its terms it 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.
0) Valid Obligations. All Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the City, evidencing the same debt, and
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entitled to the same benefits under this Resolution as the Bonds surrendered upon
such transfer or exchange.
2.7. 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 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
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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 (e)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 (e)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
(e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by
the Mayor or Manager, if not previously filed with DTC, is hereby authorized and
directed.
(e) 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.
2.8. Execution, Authentication 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 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 any Bond shall cease to be
such officer before the delivery of such 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 the date of delivery of such Bond. 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 the
Bond, substantially in the form provided in Section 2.9, has been executed by the manual
signature of an authorized representative of the Registrar. Certificates of authentication
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on different Bonds need not be signed by the same representative. The executed
certificate of authentication on any Bond shall be conclusive evidence that it has been
duly authenticated and delivered under this Resolution. When the Bonds have been
prepared, executed and authenticated, the City Manager 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.
2.9. 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 STORM SEWER UTILITY REVENUE BOND, SERIES
2004C
Interest Rate Maturity Date Date of Original Issue CUSIP No.
February 1, 20_ 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 specified above, or registered assigns,the principal amount specified above on the
maturity date specified above and promises to pay interest thereon from the date of
original issue specified above or from the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, at the annual
interest rate specified above,payable on February 1 and August 1 in each year,
commencing February 1, 2005 (each such date, an Interest Payment Date), all subject to
the provisions referred to herein with respect to the redemption of the principal of this
Bond before maturity. The interest so payable on any Interest Payment Date shall be paid
to the person in whose name this Bond is registered at the close of business on the
fifteenth day(whether or not a business day) of the calendar month next preceding such
Interest Payment Date. 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 by U.S. Bank National Association, in St. Paul, Minnesota,
as bond registrar, transfer agent and paying agent(the Registrar), or its designated
successor under the Resolutions described herein. For the prompt and full payment of
such principal and interest as the same respectively become due, the full faith and credit
and taxing powers of the City have been and are hereby irrevocably pledged.
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This Bond is one of an issue in the aggregate principal amount of$2,995,000
issued pursuant to a resolution adopted by the City Council on June 15, 2004 (the
Resolutions), to finance the construction of storm sewer and drainage improvements to
the system (the System) owned and operated by the City 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 444.075 and Chapter 475. The Bonds
are issuable only in fully registered form, in denominations of$5,000 or any integral
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. 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 Maturin in 20-- Term Bonds Maturing in 20--
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 Bond Register maintained by the Registrar at its
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principal office,by the registered owner hereof in person or by the owner's attorney duly
authorized in writing upon surrender hereof together with a written instrument of transfer
satisfactory to the Registrar, duly executed by the registered owner or the owner's
attorney, and may also be surrendered in exchange for Bonds of other authorized
denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds
to be issued in the name of the designated transferee or transferees, of the same aggregate
principal amount, bearing interest at the same rate and maturing on the same date. The
Registrar may require payment of a sum sufficient to pay any tax, fee or governmental
charge required to be paid with respect to any such transfer or exchange.
Notwithstanding any other provisions of this Bond, so long as this Bond is
registered in the name of Cede &Co., as nominee of The Depository Trust Company, or
in the name of any other nominee of The Depository Trust Company or other securities
depository, the Registrar shall pay all principal of and interest on this Bond, and shall
give all notices with respect to this Bond, only to Cede &Co. or other nominee in
accordance with the operational arrangements of The Depository Trust Company or other
securities depository as agreed to by the City.
The City and the Registrar may deem and treat the person in whose name this
Bond is registered as the absolute owner hereof,whether this Bond is overdue or not, for
the purpose of receiving payment and for all other purposes, and neither the City nor the
Registrar 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 it a valid and binding general obligation of the
City in accordance with its terms, have been done, do exist, have happened and have been
performed as so required; that the City has covenanted and agreed it will impose and
collect, or cause to be imposed and collected, charges for the service, use and availability
of the System at the times and in the amounts required to produce net revenues which,
together with any other funds appropriated by the City, will be receivable in the years and
in amounts sufficient to produce sums not less than five percent in excess of the principal
of and interest on the Bonds when due; that if necessary for payment of such principal
and interest, ad valorem taxes are required to be levied upon all taxable property in the
City,without limitation as to rate or amount; that the issuance of this Bond, together with
all other indebtedness of the City outstanding on the date hereof and on the date of its
actual issuance and delivery, does not cause the indebtedness of the City 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 Bonds, dated as of the date of original delivery of the Bonds.
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 Registrar by manual signature of one of its
authorized representatives.
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IN WITNESS WHEREOF, the City, has caused this Bond to be executed on its
behalf by the facsimile signatures of the Mayor and City Manager and has caused this
Bond to be dated as of the date set forth below.
CITY OF GOLDEN VALLEY,MINNESOTA
(facsimile signature City Manager) (facsimile signature Mayor)
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Bonds referred to in the Resolution mentioned within.
, as 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:
NOTICE: The assignor's signature to this
assignment must correspond with the name as it
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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]
SECTION 3. GENERAL OBLIGATION STORM SEWER UTILITY REVENUE
BONDS, SERIES 2004C CONSTRUCTION FUND. There is hereby established on the
official books and records of the City a separate fund designated the General Obligation
Storm Sewer Utility Revenue Bonds, Series 2004C Construction Fund(the Construction
Fund). The Construction Fund shall be maintained until all costs and expenses incurred
by the City in connection with the construction of the Project have been paid. To the
Construction Fund there shall be credited from the proceeds of the Bonds the sum of
$2,959,060.00 and from the Construction Fund there shall be paid all costs and expenses
incurred by the City in construction of the Project and the costs of issuance of the Bonds.
After payment of all such costs, the Construction Fund shall be discontinued. Any Bond
proceeds and other funds remaining on hand in the Construction Fund after payment of
all such costs and expenses shall be transferred to the Bond Fund, as hereinafter defined.
SECTION 4. GENERAL OBLIGATION STORM SEWER UTILITY REVENUE
BONDS, SERIES 2004C BOND FUND. There is hereby established on the official
books and records of the City a separate fund designated the General Obligation Storm
Sewer Utility Revenue Bonds, Series 2004C Bond Fund (the Bond Fund). The principal
of and interest on the Bonds shall be payable from the Bond Fund and the Bond Fund
shall be maintained until the City has paid, or made provision for the payment of, all of
the principal of and interest on the Bonds. If the balance on hand in the Bond Fund is at
any time insufficient to pay principal and interest then due on the Bonds, such amounts
shall be paid from other money on hand in other funds of the City,which other funds
shall be reimbursed therefor when sufficient money becomes available in the Bond Fund.
The money on hand in the Bond Fund from time to time shall be used only to pay the
principal of and interest on the Bonds. Into the Bond Fund shall be paid(a) any proceeds
of the Bonds in excess of the amount credited to the Construction Fund under Section 3,
(b) any amounts remaining in the Construction Fund after payment of all costs and
expenses of the Project have been paid, (c) all net revenues of the System appropriated to
the payment of the principal of and interest on the Bonds in accordance with Section 6
hereof, (d) any taxes collected pursuant to Section 7 hereof, and(e) any other funds
appropriated by the Council for the payment of the principal of or interest on the Bonds.
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SECTION 5. SUFFICIENCY OF SYSTEM REVENUES. It is hereby found,
determined and declared that the City owns and operates the System as a
revenue-producing utility and convenience and that the net operating revenues of the
System, after deducting from the gross receipts derived from charges for the service, use
and availability of the System the normal, current and reasonable expenses of operation
and maintenance thereof, will be sufficient,together with any other funds actually
appropriated by the City, for the payment when due of the principal of and interest on the
Bonds herein authorized, and on any other bonds to which such revenues are pledged.
SECTION 6. RATE COVENANT. Pursuant to Minnesota Statutes, Section 444.075,the
City hereby covenants and agrees with the registered owners from time to time of the
Bonds, that until the Bonds and the interest thereon are paid in full, or are discharged as
provided in Section 8, the City will impose and collect reasonable charges for the service,
use and availability of the System according to schedules which will produce net
revenues sufficient,with any other funds appropriated by the City, to pay all principal
and interest when due on the Bonds and any other bonds to which said net revenues have
been pledged; and said net revenues, to the extent necessary, are hereby irrevocably
pledged and appropriated to the payment of the Bonds. Nothing herein shall preclude the
City from hereafter making further pledges and appropriations of the net revenues of the
System for payment of additional obligations of the City hereafter authorized if the
governing body of the issuing entity determines before the authorization of such
additional obligations that the estimated net revenues of the System will be sufficient,
together with any other sources pledged to the payment of the outstanding and additional
obligations, for payment of the outstanding bonds and such additional obligations. Such
further pledges and appropriations of said net revenues may be made superior or
subordinate to, or on a parity with, the pledge and appropriation herein made.
SECTION 7. 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. However, it is presently estimated that the net revenues of the System, together
with other funds to be appropriated by the City to the Bond Fund, will produce amounts
not less than five percent in excess of the amounts needed to meet when due the principal
and interest payments on the Bonds and therefore no ad valorem taxes are required to be
levied at this time.
SECTION 8. DEFEASANCE. When all of the Bonds have been discharged as provided
in this section, all pledges, covenants and other rights granted by this Resolution to the
registered owners of the Bonds shall cease. The City may discharge its obligations with
respect to any Bonds which are due on any date if there is deposited 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, 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 City may also discharge its obligations with respect to any
prepayable Bonds called for redemption on any date when they are prepayable according
to their terms by depositing with the Registrar on or before that date an amount equal to
the principal, interest and redemption premium, if any, which are then due, provided that
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notice of such redemption has been duly given as provided herein. 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
time 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 earlier designated redemption date.
SECTION 9. CERTIFICATION OF PROCEEDINGS.
9.1. Registration of Bonds. The City 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 Bonds have been duly entered upon the Auditor's bond
register.
9.2. Authentication of Transcript. The officers of the City 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 Bonds 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 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 City as to the correctness of
all statements contained therein.
9.3. 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, and the officers of the City are hereby authorized and directed to
execute such certificates as may be appropriate concerning the accuracy, completeness
and sufficiency thereof. 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 Bonds 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.
SECTION 10. TAX COVENANTS,• ARBITRAGE MATTERS, REIMBURSEMENT
AND CONTINUING DISCLOSURE.
10.1. Restrictive Action. The City covenants and agrees with the registered
owners 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 actions that would cause interest on the Bonds to
become includable in gross income of the recipient under the Internal Revenue Code of
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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
Bonds will not become includable in gross income of the recipient under the Code and
the Regulations. The City shall not enter into any lease agreement,use agreement,
capacity contract or other agreement with any non-governmental user with respect to the
System or the Project which would cause the Bonds to be considered"private activity
bonds"or"private loan bonds"pursuant to Section 141 of the Code.
10.2. Certification. The Mayor and City Manager,being the officers of the City
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 applicable 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.
10.3. 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.
10.4. Not Bank Qualified. The City Council will not designate the Bonds as
"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating
to the disallowance of interest expense for financial institutions.
10.5 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.
10.6. 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
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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(a) 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(b) 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 financial statements
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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;
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(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.
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;
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(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 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
20
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 thereon, 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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