11-20 - 05-03 - authorize issuance, award sale - $1,840,000 bonds, series 2011A CER'TIF'ICATION OF MINUTES RELATING TO
$1,840,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2011A
Issuer: City of Golden Va11ey,Minnesota.
Governing Body: City Council
Kind,date,time and place of ineeting: A regular meeting held on May 3, 2011,
at 6:30 p.m.,at the City offices.
Memberspresent: L�mis, Freiberg, P�tel, Scanlon, and Shaffer
Members absent: None
Documents Atta.ched:
Mi.nutes of said meeting{including):
RESOLUTION NO. 11-20
RESOLUTION AUTHORIZING ISSUANCE,AWARDING SALE,
PRESCRIBING THE FORA�AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $1,840,000 GENERAL OBLIGATION IlVIPROVEMENT
BONDS, SERIES 2011A
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 tlie governing body at said meeting, so faz 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,pursua.nt to ca11 and nvtice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this � day of May,2011.
� �
City Clerk
It was reported that 2 proposals for the purchase of$1,840,000 General Obligation
Improvement Bonds, Series 2011A were received prior to 10:00 A.M., Central Time,pursuant to
the Official Statement distributed to potential purchasers of the Bonds by Springsted
Incorporated, fmancial consultants to the City. The proposals have been publicly opened,read
and tabulated and were found to be as follows:
See Attached
Springst�Incorporated
380 Jackson Street, Suite 300
Saint Paul,MN 55101-2887
� Springsted
Tel: 651-223-3000
Fax: 651-223-3002
Email: advisors@springsted.com
www.springsted.com
$1,840,000*
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS,SERIES 2011A
(BOOK ENTRY ONLI�
AWARD: ROBERT W. BAIRD 8 COMPANY, INCORPORATED
AND SYNDICATE
SALE: May 3,2011 Moody's Rating: Aaa
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
ROBERT W. BAIRD&COMPANY, 2.00% 2013-2017 $1,838,424.00 $667,498.50 3.3924%
INCORPORATED 3.00% 2018-2022
C.L. KING&ASSOCIATES 3.25% 2023-2025
COASTAL SECURITIES L.P. 4.00% 2026-2031
KILDARE CAPITAL
SAMCO CAPITAL MARKETS, INC.
LOOP CAPITAL MARKETS, LLC
CREWS 8�ASSOCIATES
DAVENPORT&COMPANY LLC
WEDBUSH MORGAN SECURITIES
DOUGHERTY&COMPANY LLC
JACKSON SECURITIES, LLC
FTN FINANCIAL CAPITAL MARKETS
COUNTRY CLUB BANK
NW CAPITAL MARKETS INC.
NORTHLAND SECURITIES 2.00% 2013-2016 $1,823,246.70 $688,359.69 3.5178%
2.20% 2017
2.50% 2018
2.75% 2019
3.00% 2020
3.10% 2021
3.25% 2022
3.50% 2023-2024
3.75% 2025-2026
3.90% 2027-2028
4.00% 2029-2030
' 4.05% 2031
(Continued)
Public Sector ,4dvisors
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
2.00% 2013 0.65%
2.00% 2014 1.00%
2.00% 2015 1.30%
2.00% 2016 1.57%
2.00% 2017 1.88%
3.00% 2018 2.15%
3.00% 2019 2.40%
3.00% 2020 2.60%
3.00% 2021 2.90%
3.00% 2022 2.90%
3.25% 2023 3.40%
3.25% 2024 3.40%
3.25% 2025 3.40%
4.00% 2026 3.70°/a
4.00% 2027 3.70%
4.00% 2028 3.70%
4.00% 2029 Par
4.00% 2030 Par
4.00% 2031 Par
BBI: 4.86%
Average Maturity: 10.554 Years
"` Subsequent to bid opening, the issue size was not changed.
Councilmember Pentel introduced the following resolution and moved its adoption,which
motion was seconded by Councilmember Freiberg:
RESOLUTION NO. 11-20
RESOLUTION AUTHORIZING ISSUANCE,AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF$1,840,000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 2011A
BE IT RESOLVED by the City Council, City of Golden Valley,Minnesota(the City), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. This Council,by resolution duly adopted on Apri120, 2011,
authorized the issuance and sale on the date hereof of its General Obligation Improvement
Bonds, Series 2011A(the Bonds),pursuant to Minnesota Statutes,Chapters 429 and 475.
Proceeds of the Bonds will be used to finance various improvement projects in the City(the
Project).
1.02. 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
apened,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 Robert W. Baird&Company, Incorporated, in Milwaukee,Wisconsin and associates(the
Purchaser),to purchase the Bonds at a price of$1,838,424.00 plus accrued interest on all Bonds
to the day of delivery and payment, on the further terms and conditions hereinafter set forth.
1.03. 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 DELI�ERY.
2.01. 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 e�cisting,
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 security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates; Denominations and Pavment. The Bonds shall be
originally dated as of May 15,2011, 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 date of 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
2013 $ 85,000 2.000% 2019 $ 115,000 3.000%
2014 75,000 2.000 2020 125,000 3.000
2015 115,000 2.000 2022 250,000 3.000
2016 75,000 2.000 2025 230,000 3.250
2017 125,000 2.000 2028 255,000 4.000
2018 100,000 3.000 2031 290,000 4.000
The Bonds shall be issuable only in fully registered form. The interest thereon and,upon
surrender of each Bond,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 2.08 hereof,principal
and interest shall be payable in accordance with the operational arrangements of the securities
depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1,
2012, 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 month immediately preceding the Interest
Payment Date,whether or not such day is a business day. Interest sha11 be computed on the basis
of a 360-day year composed of twelve 30-day months.
2.04. Redemption. Bonds maturing in 2020 and later years shall be subject to
redemption and prepayment 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
multiples of$5,000,on February 1,2019, and on any date thereafter, at a price equal to the
principal amount thereof and accrued interest to the date of redemption. The City Manager shall
cause notice of the call for redemption thereof to be published if and as required by law, and at
least thirty and not more than 60 days prior to the designated redemption date, shall cause notice
of call for redemption to be mailed,by first class mail,to the registered holders of any Bonds to
be redeemed at their addresses as they appear on the bond register described in Secrion 2.06
hereof,but no defect in or failure to give such mailed 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 Bonds so
to be redeemed shall, on the redemption date,become due and payable at the redemption price
therein specified and from and after such date(unless the City shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge,
representing the remaining principal amount outstanding.
2
Bonds maturing on February 1,2022, 2025, 2028 and 2031 (the Term Bonds) shall be
subject to mandatory redemption prior to maturity pursuant to the sinking fund requirements of
this Section 2.04 at a redemption price equal to the stated principal amount thereof plus interest
accrued thereon to the redemption date,without premium. The Registrar shall select for
redemption,by lot or other manner deemed fair, on February 1 in each of the following years the
following stated principal amounts of such Bonds:
Term Bonds Maturin�February 1, 2022
Year Principal Amount
2021 $125,000
The remaining$125,000 stated principal amount of such Bonds shall be paid at maturity on
February 1,2022.
Term Bonds Maturing Februarv 1,2025
Year Principal Amount
2023 $75,000
2024 75,000
The remaining$80,000 stated principal amount of such Bonds shall be paid at maturity on
February 1,2025.
Term Bonds Maturing Februarv 1,2028
Year Principal Amount
2026 $80,000
2027 ' 85,000
The remaining$90,000 stated principal amount of such Bonds shall be paid at maturity on
February 1,2028.
Term Bonds Maturing February 1,2031
Year Principal Amount
2029 $95,000
2030 95,000
The remaining$100,000 stated principal amount of such Bonds shall be paid at maturity on
February 1, 2031.
Notice of redemption shall be given as provided in the preceding paragraph.
2.05. Appointment of Initial Re�istrar. The City hereby appoints U.S. Bank National
Association, 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
3
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.
2.06. 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 i� 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, governmenta.l 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) Exchanee 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.
(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.
4
a
(fl 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 Regisirar 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 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 sha11 not be necessary to issue a new
Bond prior to payment.
(i) Authenticatin�gent. The Registrar is hereby designated authenticating
agent for the Bonds,within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
(j} Valid Obli atg ions. All Bonds issued upon any transfer or exchange of Bonds
sha11 be the valid obligations of the City, evidencing the same debt, and entitled to the
same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.07. Execution,Authentication and Deliverv. 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 authenticarion on
the Bond, substantially in the form provided in Section 2.09,has been executed by the manual
5
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 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.
2.08. Securities Depository. (a) For purposes of this section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean,whenever used with respect to 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 Representarion Letter pursuant to which the City
agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be inirially 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 pernutted 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 pernutted 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 sha11 give all notices with
respect to such Bond, only to Cede&Co. in accordance with DTC's Operational Arrangements,
6
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(e)hereof.
(c) In the event the City deterniines 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, if not previously
filed with DTC,by the Mayor or City Manager 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
tra.nsferee 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.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the following form:
7
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2011A
No. R- $
Interest Rate Maturitv Date Date of Ori�inal Issue CUSIP No.
% February 1,20_ May 15, 2011
REGISTERED OWNER: CEDE&CO.
PRINCIl'AL AMOUNT: THOUSAND DOLLARS
CITY OF GOLDEN VALLEY, State of 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 1,2012 (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 immediately preceding the
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 at the principal office 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 Regisi�ar). For the prompt and
full payment of such principal and interest as the same respectively become due,the full faith
and credit and ta�ng powers of the City have been and are hereby irrevocably pledged.
This Bond is one of an issue(the Bonds)in the aggregate principal amount of$1,840,000
issued pursuant to a resolution adopted by the City Council on May 3,2011 (the Resolution),to
finance various improvement projects in 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,Chapters 429 and 475. The Bonds are issuable only in fully registered form,
in the denomination of$5,000 or any integral multiple thereof,of single maturities.
8
Bonds maturing in 2020 and later years shall be subject to redemption and prepayrnent 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 multiples of$5,000,on February 1,
2019, and on any date thereafter, at a price equal to the principal amount thereof and accrued
interest to the date of redemption. The City shall cause norice of the call for redemption thereof
to be published if and as required by law, and at least thirty and not more than 60 days prior to
the designated redemption date, shall cause notice of call for redemption to be mailed,by first
class mail,to the registered holders of any Bonds, at the holders' addresses as they appear on the
bond register maintained by the Registrar,but no defect in or failure to give such mailed 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 Bonds so to be redeemed shall, on the redemprion date,become due and
payable at the redemption price therein specified and from and after such date(unless the City
shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease
to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to
the owner without charge,representing the remaining principal amount outstanding.
Bonds maturing in the years 2022, 2025,2028 and 2031 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 2022 Term Bonds Maturin�in 2025
Sinking Fund Aggregate Sinking Fund Aggregate
Payment Date Principal Amount Payment Date Principal Amount
2021 $ 125,000 2023 $ 75,000
2022 125,000 2024 75,000
2025 80,000
Term Bonds Maturing in 2028 Term Bonds Maturing in 2031
Sinking Fund Aggregate Sinking Fund Aggregate
Payment Date Principal Amount Payment Date Principal Amount
2026 $ 80,000 2029 $ 95,000
2027 85,000 2030 95;000
2028 90,000 2031 100,000
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 Registrar,by the
registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer sarisfactory 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
9
will cause a new Bond or Bonds to be issued in the name of the designated 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 any such transfer or exchange.
The Bonds have been designated as"qualified tax-exempt obligations"pursuant to
Section 265(b)(3)of the Internal Revenue Code of 1986, as amended.
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 as herein provided and for all other purposes, and neither the City nor the
Registrar shall be affected by any notice to the contrary.
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.
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 prior 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,prior to the issuance
hereof,the City Council has by the Resolution covenanted and agreed to levy ad valorem taxes
upon all taxable property in the City and special assessments upon property specially benefited
by the local improvements financed by the Bonds,which taxes and special assessments will be
collectible for the years and in amounts sufficient to produce sums not less than five percent in
excess of the principal of and interest on the Bonds when due, and has appropriated such special
assessments and taxes to its General Obligation Improvement Bonds, Series 2011A Bond Fund
for the payment of pri.ncipal and interest; that if necessary for payment of principal and interest,
additional ad valorem taxes are required to be levied upon all taxable property in the City,
without limitation as to rate or amount and 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.
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.
IN WITNESS WHEREOF,the City has caused this Bond to be executed on its behalf by
the facsimile signatures of its Mayor and City Manager.
CITY OF GOLDEN VALLEY,NIINNESOTA
(facsimile signature—Mayor) (facsimile signature—City Manager)
10
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
U.S. BANK NATIONAL ASSOCIATION,
as Registrar
By
Authorized Representative
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)
TT 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
appears upon the face of the within Bond in every
particular,without alteration or enlargement or
any change whatsoever.
11
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
detemuned by the Registrar in addition to or in
substitution for STAMP,all in accordance with
the Securities Exchange Act of 1934, as
amended.
PLEA5E IN5ERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
[end of bond form]
SECTION 3. GENERAL OBLIGATION IlVIPROVEMENT BONDS, SERIES 2011A
CONSTRUCTION FLJND. There is hereby established on the official books and records of the
City a separate fiind designated the General Obligation Improvement Bonds, Series 2011A
Construction Fund(the Construction Fund). To the Construction Fund there shall be credited
from the proceeds of the Bonds an amount equal to the estimated cost of the Project. There shall
also be credited to the Construction Fund all special assessments collected with respect to the
Project until all costs of the Project have been fully paid. All proceeds of the Bonds deposited in
the Construction Fund will be expended solely for the payment of the costs of the Project. To
the extent required by Minnesota Statutes, Section 429.091, subdivision 4,the City shall
mainta.in a separate account within the Construction Fund to record expenditures for each
improvement. The City Manager shall maintain the Construction Fund until all costs and
expenses incurred by the City in connection with the construction of the improvements have
been paid. All special assessments on hand in the Construction Fund when terminated or
thereafter received, and any Bond proceeds not so transferred, shall be credited to the General
Obligation Improvement Bonds, Series 201 lA Bond Fund. ,
SECTION 4. GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2011A BOND
FUND. There is hereby established on the official books and records of the City a separate fund
designated the General Obligation Improvement Bonds, Series 2011A Bond Fund(the Bond
Fund). Into the Bond Fund shall be paid(a)the amounts specified in Section 3 above, (b) any
amounts received from the Purchaser upon delivery of the Bonds in excess of the amounts
appropriated to the Conshuction Fund pursuant to Section 3 hereof, (c) any special assessments
and taxes collected pursuant to Sections 5 or 6 hereof, except as otherwise provided in Section 3
hereof and(d) any other funds appropriated by the City Council for the payment of the Bonds.
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. If the balance on hand in the Bond Fund is at any time insufficient to
12
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 Bond Fund sha11 be maintained until
the City has paid, or made provision for the payment of, all of the principal of and interest on the
Bonds.
There are hereby established two accounts in the Bond Fund, designated as the"Debt
Service Account"and the"Surplus Account." There shall initially be deposited into the Debt
Service Account upon the issuance of the Bonds the amount set forth in(b) above. Thereafter,
during each Bond Year(i.e., each twelve month period commencing on February 2 and ending
on the following February 1), as monies are received into the Bond Fund,the City Manager shall
first deposit such monies into the Debt Service Account until an amount has been appropriated
thereto sufficient to pay all principal and interest due on the Bonds through the end of the Bond
Year. All subsequent monies received in the Bond Fund during the Bond Year shall be
appropriated to the Surplus Account. If at any time the amount on hand in the Debt Service
Account is insufficient for the payment of principal and interest then due,the City Mana.ger shall
transfer to the Debt Service Account amounts on hand in the Surplus Account to the extent
necessary to cure such deficiency. Investment earnings(and losses) on amounts from time to
time held in the Debt Service Account and Surplus Account shall be credited or charged to said
accounts.
If the aggregate balance in the Bond Fund is at any time insufficient to pay all interest
and principal then due on all Bonds payable therefrom,the payment shall be made from any fund
of the City which is available for that purpose, subject to reimbursement from the Surplus
Account in the Bond Fund when the balance therein is sufficient, and the City Council covenants
and agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any
accumulated or anticipated deficiency,which levy is not subject to any constitutional or statutory
limitation.
In order to ensure compliance with the Code and applicable Regulations(all as defined in
Section 8.01 hereo fl,the Finance Director,upon allocation of any funds to the Bond Fund, shall
ascertain the balance then on hand in the Bond Fund. If it exceeds the amount of principal and
interest on the Bonds to become due and payable through the next following February 1,plus a
reasonable carryover equal to 1/12�'of the debt service due in the following bond year,the
excess shall(unless an opinion is received from bond counsel stating that another use shall not
interfere with the tax exemption of the bonds)be used to prepay or purchase Bonds, or be
invested at a yield which does not exceed the yield on the Bonds calculated in accordance with
Section 148 of the Code.
SECTION 5. SPECIAL ASSESSMENTS. The City hereby covenants and agrees that, for the
payment of the costs of the Project,the City has done or will do and perform all acts and things
necessary for the final and valid levy of special assessments in an amount not less than 20%of
the cost of the Project fmanced by the Bonds. The City estimates it has levied or will levy
special assessments in the original aggregate principal amount of$506,000.00. It is estimated
that the principal and interest on such special assessments will be levied beginning in 2011 and
collected in the years 2012-2021 in the amounts shown on Apnend'u�I attached hereto. The
principal of the special assessments shall be made payable in annual installments,with interest as
13
established by this City Council in accordance with law on installments thereof from time to time
remaining unpaid. In the event any special assessment shall at any time be held invalid with
respect to any lot or tract of land, due to any error, defect or irregularity in any action or
proceeding taken or to be taken by the City or by this City Council or by any of the officers or
employees of the City, either in the making of such special assessment or in the performance of
any condition precedent thereto,the City hereby covenants and agrees that it will forthwith do all
such further things and take all such further proceedings as shall be required by law to make such
special assessment a valid and binding lien upon said property.
SECTION 6. PLEDGE OF TAXING POWERS. For the prompt and full payment of the
principal of and interest on the Bonds as such payments respectively come due,the full faith,
credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In
order to produce aggregate axnounts which,together with the collections of special assessments
as set forth in Section 5,will produce amounts not less than 5% in excess of the amounts 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 will be levied and collected in years and
amounts shown on the attached levy computation. Said 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 said levies in accordance with the provisions of Minnesota Statutes, Section 475.61.
SECTION 7. 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 Holders of the
Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are
due on any date by depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; or, 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 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 the Registrar or with a bank or trust company qualified by law to act as an escrow agent for
this purpose, cash or securities which are authorized by law to be so deposited for such purpose,
beaning 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 to pay all principal and interest to become due thereon
to maturity or, if notice of redemption as herein required has been irrevocably provided for,to an
earlier designated redemption date,provided,however,that if such deposit is made more than
ninety days before the maturity date or specified redemption date of the Bonds to be discharged,
the City shall have received a written opinion of Bond Counsel to the effect that such deposit
does not adversely affect the exemption of interest on any Bonds from federal income taxation
and a written report of an accountant or investment banking firm verifying that the deposit is
sufficient to pay when due all of the principal and interest on the Bonds to be discharged on and
before their maturity dates or earlier designated redemption date.
14
SECTION 8. TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
8.01. General Tax Covenant. The City agrees with the registered owners from time to
time of the Bonds that it will not take, or pernut to be taken by any of its officers, employees or
agents,any action that would cause 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 applicable
Treasury Regulations(the Regulations), and agrees 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. All proceeds of the Bonds deposited in the
Construction Fund will be expended solely for the payment of the costs of the Project. The
Project is and will be owned and maintained by the City and available for use by members of the
general public on a substantially equal basis. The City shall not enter into any lease,
management contract,use agreement, capacity agreement or other agreement with any non-
governmental person relating to the use of the Project, or any portion thereof, or security for the
payment of the Bonds which might cause the Bonds to be considered"private activity bonds"or
"private loan bonds"pursuant to Section 141 of the Code.
8.02. Arbitrage 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
Section 148 of the Code, and applicable Regulations, stating the facts, estimates and
circumstances in e�ustence 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 ma.nner that would
cause the Bonds to be"arbitrage bonds"within the meaning of the Code and Regulations.
8.03. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate
requirements of Section 148(fl 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(fl 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.
8�.04. 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 Project 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 Project
meeting the requirements of Section 1.150-2(�(1)of the Regulations,or(ii)with respect to
"preliminary expenditures"for the Project as defined in Section 1.150-2(fl(2)of the Regulations,
including engineering or architectural expenses and similar preparatory expenses,which in the
aggregate do not exceed 20%of the"issue price"of the Bonds. The City has adopted a
15
resolution on January 5,2010, expressing an intent to reimburse Project expenditures from
proceeds of tax-exempt bonds.
8.05. Qualified Tax-Exempt Obli ations. The Bonds are hereby designated as"qualified
tax-exempt obligations"for purposes of Section 265(b)(3) of the Code relating to the
disallowance of interest expense for fmancial institutions, and the City hereby finds that the
reasonably anticipated amount of ta�c-exempt governmental obligations(within the meaning of
Secrion 265(b)(3) of the Code)which will be issued by the City and all subordinate entities
during calendar year 2011 does not exceed$10,000,000.
8.06 Continuin�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 participaring 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(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 31,2010,the following financial information and
operating data in respect of the City(the Disclosure Information):
16
(A) the audited fmancial 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 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 fmancial 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,which information may be unaudited.
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 fmancial statements in
the format required for the audited fmancial 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 filed with
the SEC or have been made available to the public on the Internet Web site of the Municipal
Securities Rulemaking Board("MSRB"). 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)hereo fl,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
fmancial information or operating data provided.
(2) In a timely manner not in excess of ten business days after the occurrence of the
event,notice of the occurrence of any of the following events(each, a Material
Fact):
17
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults, if material;
(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,the issuance by the Internal Revenue Service of proposed
or fmal deternunations of taxability,Notices of Proposed Issue(IRS Form
5701-TEB)or other material notices or determinations with respect to the ta�c
status of the Bonds, or other material events affecting the ta�c status of the
Bonds;
(G) Modifications to rights of security holders,if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities, if
material;
(K) Rating changes;
(L) Bankruptcy,insolvency,receivership or a similar event with respect to the City;
(1Vn The consummation of a merger, consolidation,or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person,other than in the ordinary course of business,the enhy into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms, if material; and
(1� Appointment of a successor or additional trustee or the change of name of a
trustee,if material.
As used herein, for those events that must be reported if material,an event is"material"if it is an
event 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.
For the purposes of the event identified in(L)hereinabove,the event is considered to occur when
any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an
obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the obligated person,or if such jurisdiction has
been assumed by leaving the existing governmental body and officials or officers in possession
but subject to the supervision and orders of a court or governmental authority, or the entry of an
order conffrming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
18
(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 ternunation 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.
(1) The City agrees to make available to the MSRB,in an electronic format as prescribed
by the MSRB from time to time,the information described in subsection(b).
(2) All documents provided to the MSRB pursuant to this subsection(c)shall be
accompanied by identifying information as prescribed by the MSRB from time to time.
(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)hereo fl 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
19
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
fmancial 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.
SECTION 9. CERTIFICATION OF PROCEEDINGS.
9.01. Re�istration of Bonds. The City Manager 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 and the taxes levied pursuant hereto have been duly entered upon the
Auditor's bond register.
9.02. Authentication of Transcrint. 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.
9.03. Official Statement. The Official Statement relating to the Bonds, dated April 21,
2011,prepared and distributed by Springsted Incorporated,the fmancial consultant for the City,
is hereby approved. Springsted Incorporated is hereby authorized on behalf of the City to
prepare and deliver 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 informarion relating to the Bonds
required to be included in the Official Statement by Rule 15c2-12 adopted by 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.
Upon vote being taken thereon,the following voted in favor thereof: Loomis,Freiberg, Pentel,
Scanlon, and Shaffer
and the following voted against the same: None
whereupon the Resolution was declared duly passed and adopted.
20
APPENDIX I
City of Golden Valley,Minnesota
General Obligation Improvement Bonds, Series 2011A
Payments on Special Assessments
Year of
Collection Principal Interest Total
2012 $ 50,600.00 $ 35,420.00 $ 86,020.00
2013 50,600.00 27,324.00 77,924.00
2014 50,600.00 24,288.00 74,888.00
2015 ' S0,600.00 21,252.00 71,852.00
2016 50,600.00 18,216.00 68,816.00
2017 50,600.00 15,180.00 65,780.00
2018 50,600.00 12,144.00 62,744.00
2019 50,600.00 9,108.00 59,708.00
2020 50,600.00 6,072.00 56,672.00
2021 50,600.00 3,036.00 53,636.00
$506,000.00 $172,040.00 $678,040.00
PROJECTED TAX LEVIES
Date Le�v
2012 $ 62,528.75
2013 58,339.75
2014 101,800.75
215 60,421.75
2016 114,382.75
2017 88,543.75
2018 104,179.75
2019 114,093.25
2020 113,191.75
2021 112,290.25
2022 109,488.75
2023 106,929.38
2024 109,620.00
2025 106,890.00
2026 108,780.00
2027 110,460.00
2028 111,930.00
2029 107,940.00
2030 109,200.00
Total $1,911,010.63
2