11-22 - 05-03 - authorize issuance, award sale - $4,870,000 bonds, series 2011C CERTIFICATION OF MINUTES RELATING TO
$4,870,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS,
SERIES 2011 C
Issuer: City of Golden Va11ey,Minnesota
Governing Body: City Council
Kind,date,time and place of ineeting: A regulaz meeting held May 3,2011,at 6:30 o'clock
P.M.,at the City offices.
Members present: Loomis, Freiberg, Peritel, Scanlon, and Shaffer
Members absent: None
Documents Attached:
Minutes of said meeting(including):
RESOLUTION NO. 11-22
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $4,870,000 GENERAL OBLIGATION IMPROVEMENT
REFUNDING BONDS, SERIES 2011 C
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 cazefully compared with the origi.nal records of
said corporation in my legal custody, from which they have been transcribed; that said
documents aze 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 appraved by the goveming t�dy 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 call and notice of such
meeting given as required by law.
•WITNESS my hand officially as such recordin fficer on � �G� J" 2011.
�
City Clerk
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It was reported that 8 proposals for the purchase of$4,870,000 General
Obligation Improvement Refunding Bonds, Series 2011 C were received prior to 10:00 a.m.,
pursuant to the Official Statement distributed to potential purchasers of the Bonds by Springsted
Incorporated, financial consultants to the Issuer. The proposals have been publicly opened,read
and tabulated and were found to be as follows:
See Attached
2
Springstedlncorporated
380 Jackson Street, Suite 300
Saint Paul,MN 55101-2887
� Springsted
Tel: 651-223-3000
Fax: 651-223-3002
Email: advisors@springsted.com
uwuw.springsted.com
$5,110,000*
CITY OF GOLDEN VALLEY,MINNESOTA
GENERAL OBLGATION IMPROVEMENT REFUNDING BONDS,SERIES 2011C
(BOOK ENTRY ONLI�
AWARD: MORGAN KEEGAN 8 COMPANY, INC.
SALE: May 3,2011 Moody's Rating: Aaa
Interest Netlnterest True Interest
Bidder Rates Price Cost Rate
MORGAN KEEGAN&COMPANY, INC. 2.00% 2013 $5,365,265.30 $417,754.70 1.7595%
3.00% 20142019
RAYMOND JAMES 8c ASSOCIATES, INC. 2.00% 2013-2017 $5,205,847.80 $424,568.87 1.8227%
2.50% 2018
2.75% 2019
PIPER JAFFRAY 8�CO. 3.00% 2013-2015 $5,305,890.10 $440,514.34 1.8719%
2.00% 2016
3.00% 2017
2.50% 2018
3.00% 2019
UMB BANK, N.A. 0.70% 2013 $8,082,406.00 $436,134.44 1.8982%
1.00% 2014
1.30% 2015
1.65% 2016
1.90% 2017
2.15% 2018
2.375% 2019
STIFEL, NICOLAUS&COMPANY, 2.375% 2013 $5,210,021.80 $449,953.23 1.9311%
INCORPORATED 2.00% 20142015
FIRST SOUTHWEST CO. 2.125% 2016
KEYBANC CAPITAL MARKETS 2.40% 2017
OPPENHEIMER&CO. INC. 2.625% 2018
Rockfleet Financial Services, Inc. 2.75% 2019
(Continued)
Public Sector Advisors
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
ROBERT W. BAIRD&COMPANY, 2.00% 2013-2015 $5,274,382.80 $457,452.76 1.9446%
INCORPORATED 3.00% 2016-2019
C.L. KING&ASSOCIATES
COASTAL SECURITIES L.P.
KILDARE CAPITAL
EDWARD D. JONES&COMPANY
SAMCO CAPITAL MARKETS, INC.
LOOP CAPITAL MARKETS, LLC
CREWS &ASSOCIATES
DAVENPORT&COMPANY LLC
WEDBUSH MORGAN SECURITIES
DOUGHERTY&COMPANY LLC �
JACKSON SECURITIES, LLC
CRONIN &COMPANY, INC.
FTN FINANCIAL CAPITAL MARKETS
COUNTRY CLUB BANK
NW CAPITAL MARKETS INC.
BMO CAPITAL MARKETS GKST INC. 2.00% 2013-2016 $5,260,853.20 $466,560.13 1.9813%
2.25% 2017
3.00% 2018
4.00% 2019
BERNARDI SECURITIES, INCORPORATED 2.00% 2013-2014 $5,176,430.00 $493,630.89 2.1290%
2.50% 2015-2017
2.40% 2018
2.70% 2019
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
2.00% 2013 0.55%
3.00% 2014 0.85%
3.00% 2015 1.15%
3.00% 2016 1.40%
3.00% 2017 1.75%
3.00% 2018 2.05%
3.00% 2019 2.35%
BBI: 4.86%
Average Maturity: 4.458 Years
* Subsequent to bid opening, the issue size decreased from$5,910,000 to$4,870,000.
Councilmember Pentel introduced the following resolution and moved its adoption,which
motion was seconded by Councilmember Freiberg:
RESOLUTION NO. 11-23
RESOLUTION AUTHORIZING ISSUANCE,AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF$4,870,000 GENERAL
OBLIGATION IMPROVEMENT REFUNDING BONDS,
SERIES 2011 C
BE IT RESOLVED by the City Council of the City of Golden Valley,Minnesota(the
Issuer), as follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorizarion. Pursuant to a resolution adopted by this Council on Apri120, 2011,
the Issuer has determined it to be in its best interests to issue its General Obligation Improvement
Refunding Bonds, Series 2011C, in a principal amount not to exceed$4,870,000 (the Bonds),
pursuant to Minnesota Statutes, Chapter 475,to provide funds to be used, along with other
available fiinds,to refinance on February 1, 2012 (the Refunding),the 2013 through 2019
maturities of the Issuer's General Obligation Improvement Bonds, Series 2003C, dated, as
originally issued, as of June 1,2003,which maturities are presently outstanding in the principal
amount of$4,970,000(the Refunded Bonds). February 1,2012 (the Crossover Date)is the
earliest date upon which the Refunded Bonds may be redeemed without payinent of premium.
The Refunding is being carried out for the purpose described in Minnesota Statutes, Section
475.67, subdivision 3, section(b)(2)(i) and in compliance with Minnesota Statutes,Chapter 475.
1.02. Sale. Pursuant to the Ternis of Proposal and the Official5tatement prepared on
behalf of the Issuer 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,publicly read and considered and the purchase price, interest rates and net interest cost
under the terms of each proposal have been deternuned. The most favorable proposal received is
that of Morgan Keegan&Company, Inc., in Memphis, Tennessee and associates(the Purchaser),
to purchase the Bonds at a price of$5,113,250.60 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 Issuer
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 Issuer until the Bonds have been delivered
and shall be deducted from the purchase price paid at settlement.
1.04. Savin�s. It is hereby determined that:
(a) by the issuance of the Bonds,the Issuer will realize a substantial interest rate
reduction, a gross savings of approximately$316,562.16 and a present value savings
(using the yield on the Bonds, computed in accordance with Section 148 of the Internal
3
Revenue Code of 1986, as amended(the Code), as the discount factor)of approximately
$285,036.05; and
(b) as of the Crossover Date,the sum of(i)the present value of the debt service
on the Bonds, computed to their stated mariu-ity dates, after deducting any premium,
using the yield of the Bonds as the discount rate,plus(ii)any expenses of the refunding
payable from a source other than the proceeds of the Bonds or investment earnings
thereon, is lower by 5.489%than the present value of the debt service on the Refunded
Bonds, exclusive of any premium, computed to their stated maturity dates,using the yield
of the Bonds as the discount rate.
SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
Z.O1. 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�usting,
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 $835,000 2.000% 2017 $620,000 3.000%
2014 825,000 3.000 2018 640,000 3.000
2015 705,000 3.000 2019 665,000 3.000
2016 580,000 3.000
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 Pa„yment 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, 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 calendar month next preceding such Interest Payment Date,
4
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. �
2.04. Redemption. The Bonds shall not be subject to optional redemption prior to their
maturity.
2.05. Apuointrnent of Initial Re ig strar. The Issuer 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
the Issuer, a contract with the Registrar. Upon merger or consolidation of the Registrar with
another corporation,if the resulting corporation is a bank or trust company 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
Issuer agrees to pay the reasonable and customary charges of the Registrar for the services
performed. The Issuer reserves the right to remove the Registrar, 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. Re�istration. The effect of registration and the rights and duties of the Issuer and
the Registrar with respect thereto shall be as follows:
(a) Re •g�ster. The Registrar shall keep at its principal corporate trust office a bond
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 payrnent date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the Issuer.
5
(e) Imurober 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.
(� Persons Deemed Owners. The Issuer 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 any registered owner or upon the owner's order shall
be valid and efFectual to satisfy and discharge the liability upon the Bond to the extent of
the sum or sums so paid.
(g) Taxes,Fees and Charges. 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 Destroved 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 arnount satisfactory to it, in which
both the Issuer 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 Issuer. 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) Authenticatin��. 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 Obligations. All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the Issuer, 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 Issuer by the signatures of
the Mayor and the City Manager,provided that the signatures may be printed, engraved or
6
lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if such officer had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
bene�t under this Resolution unless and until a certificate of authentication on the Bond has been
duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been 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 Participa.nt 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 Compa.ny of New York,New York.
"Participant"shall mean any broker-dealer,bank or other financial institution for
which DTC holds Bonds as securities depository.
"Representa.tion 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 Issuer 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 Issuer shall be affected by any notice to
the contrary. Neither the Registrar nor the Issuer shall have any responsibility or obligation to
any Participant, any person claiming a beneficial ownership interest in the 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
7
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 and
discharge the Issuer'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 Issuer to make payments
of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect
that DTC has deterinined 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 Issuer 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 Issuer
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 Issuer 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 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 pri.ncipal 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:
8
UNITED STATES OF AMERICA
STATE OF NIINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 2011C
Interest Rate Maturitv Date Date of Original Issue CUSIP NO.
% February l,20_ May 15, 2011
REGISTERED OWNER: CEDE&CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF GOLDEN VALLEY,MINNESOTA(the Issuer}, acknowledges itself to
be indebted and for value received hereby promises to pay to the registered owner named above,
or registered assigns,the principal amount specified above on the maturity date specified above
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 of each year, commencing February 1, 2012 (each such date, an Interest Payment
Date). 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 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(the Registrar), or its designated successor under
the Resolution described herein. For the prompt and full payment of such principal and interest
as the same respectively become due,the full faith and credit and taxing powers of the Issuer
have been and are hereby irrevocably pledged.
This Bond is one of an issue in the aggregate principal amount of$4,870,000 (the Bonds)
issued pursuant to a resolution adopted by the City Council on May 3, 2011 (the Resolution)to
. provide funds,together with other available funds of the Issuer,to refund outstanding general
obligation improvement bonds previously issued by the Issuer. The Bonds are issued pursuant to
and in full conformity with the Constitution and laws of the State of Minnesota thereunto
enabling,including Minnesota Statutes, Chapter 475. The Bonds are issuable only in fully
registered form,in denominations of$5,000 or any integral multiple thereof, of single maturities.
The Bonds are not subject to optional redemption prior to maturity.
As provided in the Resolution and subject to certain limitations set forth therein,this
Bond is transferable upon the books of the Issuer at the principal office of the Registrar,by the
registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar,duly
9
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
Issuer will cause a new Bond or Bonds to be issued in the name of the transferee or registered
owner, of the same aggregate principal amount,bearing interest at the same rate and maturing on
the same date, subject to reimbursement for any tax, fee or governmental charge required to be
paid with respect to such transfer or exchange.
The Bonds have been designated as"qualified tax-exempt obligations"pursuant to
Section 265(b)(3)of the Internal Revenue Code of 1986, as amended.
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 Issuer.
The Issuer 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 Issuer nor the Registrar shall be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED,RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed prior to and in the issuance of this Bond in order to make
it a valid and binding general obligation of the Issuer in accordance with its terms,have been
done, do exist, have happened and have been performed as so required; that the Issuer has
established its General Obligation Improvement Refunding Bonds, Series 2011C Bond Fund and
has appropriated thereto certain investrnent earnings on the proceeds of the Bonds, special
assessments levied upon property specially benefitted by the local improvements refmanced by
the Bonds and ad valorem taxes levied upon all taxable properiy in the Issuer, which which will
be collectible in the years and in amounts not less than five percent in excess of the amounts
required to pay the principal of and interest on the Bonds when due;that if necessary for
payment of such principal and interest, additional ad valorem taxes are required to be levied
upon all taxable property in the Issuer,without limitation as to rate or amount; and that the
issuance of this Bond,together with all other indebtedness of the Issuer outstanding on the date
hereof and on the date of its actual issuance and delivery,does not cause the indebtedness of the
Issuer to exceed any consritutional 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 of Golden Valley,Minnesota,by its City Council,
has caused this�ond 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.
10
CITY OF GOLDEN VALLEY,NIINNESOTA
(facsimile si�nature Citv Mana� (facsimile signature Ma��or�
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION, as Bond
Registrar
By
Authorized Representative
The following abbreviations,when used in the inscription on the face of this Bond, sha11 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 appears upon the
face of the within Bond in every particular,without
alteration or enlargement or any change whatsoever.
Signature Guaranteed:
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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 STAIVIP, all in accordance with the Securities Exchange Act of 1934, as
amended.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
[End of the Bond form]
SECTION 3. USE OF PROCEEDS AND SECURITY.
3.01. Bond Proceeds. Upon payrnent for the Bonds by the Purchaser,the City Manager
shall deposit and apply the proceeds of the Bonds as follows: (a) $5,064,135.33 shall be
deposited in escrow with U.S. Bank National Association,in St. Paul,Minnesota(the Escrow
Agent),the funds so deposited,together with funds of the Issuer in such amount as may be
required,to be invested in securities authorized for such purpose by Minnesota Statutes,
Section 475.67, subdivision 13,maturing on such dates and bearing interest at such rates as are
required to provide funds sufficient,with cash retained in the escrow account,to pay all interest
to become due on the Bonds to and including the Crossover Date and to pay and redeem the
outstanding principal of the Refunded Bonds on the Crossover Date(and the amounts in such
account are irrevocably appropriated to such purposes); (b) $50,537.14 shall be used to pay
issuance expenses of the Bonds; and(c) $2,787.16 representing rounding amount will be
deposited in the Bond Fund described in Section 3.02 hereof. The Mayor and City Manager are
hereby authorized to enter into an Escrow Agreement with the Escrow Agent establishing the
terms and conditions for the escrow account in accordance with Minnesota Statutes,
Section 475.67.
3.02. General Obligarion Improvement Refundin�Bonds, Series 2011 C Bond Fund. So
long as any of the Bonds are outstanding and any principal of or interest thereon unpaid,the City
Manager shall maintain a sepaxate debt service fund on the official books and records of the
Issuer to be known as the General Obligation Improvement Refunding Bonds, Series 2011C
Bond Fund(the Bond Fund), and the principal of and interest on the Bonds shall be payable from
the Bond Fund. The Issuer irrevocably appropriates to the Bond Fund(a) all receipts of principal
and interest on the investments held in the escrow account established pursuant to Section 3.01 to
and including the Crossover Date(other than the sum of$4,970,000 received from maturing
investments on the Crossover Date to be used to retire the Refunded Bonds); (b) commencing on
the Crossover Date, special assessments pledged pursuant to the resolution authorizing issuance
of the Refunded Bonds; (c)ad valorem taxes collected in accordance with the provisions of
Section 3.03 hereof; and(d) such other funds as may be appropriated frorn time to time by the
Issuer to the Bond Fund to pay principal of and interest on the Bonds. The moneys on hand in
the Bond Fund from time to time shall be used solely to pay the principal of and interest on the
Bonds.
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3.03. Pled�e of Ta�cing 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 Issuer shall be and are hereby irrevocably pledged. In order to
produce aggregate amounts which,together with collections of special assessments pledged as
described in Section 3.02 above,will produce not less than 5%in excess of the amount needed to
meet when due the principal and interest payments on the Obligations, ad valorem taxes are
hereby levied on all taxable property in the Issuer. The taxes are to be levied and collected in the
following years and amounts:
Lew Years Collection Years Amount
2012—2017 2013 —2018 See attached Levy Computation
The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid,provided
that the Issuer reserves the right and power to reduce the tax levies in accordance with the
provisions of Minnesota Statutes, Section 475.61.
SECTION 4. 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 Issuer 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 Issuer 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,
bearing interest payable at such times and at such rates and maturing or callable at the holder's
option on such dates as shall be required 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 Issuer 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.
SECTION 5. CER'TIFICATION OF PROCEEDINGS.
5.01. 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 have been duly entered upon the County Auditor's bond register and
the tax required by law has been levied.
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5.02. Authentication of Transcrint. The officers of the Issuer and the County Auditor are
hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey&Whitney
LLP,Bond Counsel, certified copies of all proceedings and records relating to the 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 Issuer
as to the correctness of all statements contained therein.
5.03. Official Statement. The Official Statement relating to the Bonds, dated Apri121,
2011,prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby
approved, and the officers of the Issuer 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 Issuer to prepare and
distribute to the Purchaser within seven business days from the date hereof a supplement to the
Official Statement listing the offering price,the interest rates, selling compensation,delivery
date,the u.nderwriters 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 Issuer are
hereby authorized and directed to execute such certificates as may be appropriate concerning the
accuracy,completeness and sufficiency of the Official Statement.
SECTION 6. TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
6.01. General Tax Covenant. The Issuer 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 action which would cause the interest on the Bonds to become
includable in gross income of the recipient under the Code and applicable Treasury Regulations
(the Regulations), and covenants to take any and all affirmative actions within its powers to
ensure that the interest on the Bonds will not become includable in the gross income of the
recipient under the Code and the Regulations. The Issuer has not and will not enter into any
lease,management contract,operating agreement,use agreement or other contract relating to the
use or operation of the facilities refmanced by the Bonds,or any portion thereof, or security for
the payment of the Bonds which would cause the Bonds to be considered"private activity
bonds"or"private loan bonds"pursuant to Section 141 of the Code.
6.02. Arbitra�e Certification. The Mayor and City Manager,being the officers of the
Issuer charged with the responsibility for issuing the Bonds pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in accordance with
the provisions of Section 148 of the Code and Section 1.148-2(b) of the 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.
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6.03. Arbitra�e Rebate. The Issuer acknowledges that the Bonds are subject to the rebate
requirements of Section 148(� of the Code. The Issuer covenants and agrees to retain such
records,make such deterniinations, file such reports and documents and pay such amounts at
such times as are required under said Section 148(� and applicable Regulations to preserve the
exclusion of interest on the Bonds from gross income for federal income tax purposes,unless the
Bonds qualify for an exception from the rebate requirement pursuant to one of the spending
exceptions set forth in Section 1.148-7 of the Regulations and no"gross proceeds"of the Bonds
(other than amounts constituting a"bona fide debt service fund")arise during or after the
expenditure of the original proceeds thereof.
6.04. Qualified Tax-Exemnt Obli at� ions. The City Council hereby designates 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, and hereby finds that the
reasonably anticipated amount of tax-exempt obligations which are not private activity bonds
(not treating qualified 501(c)(3)bonds under Section 145 of the Code as private activity bonds
for the purpose of this representation) and are not excluded from this calculation by Section
265(b)(3)(C)(ii)of the Code which will be issued by the Issuer and all subordinate entities during
calendar year 2011 does not exceed$10,000,000.
6.05. Redemption of Refunded Bonds. The City Manager is hereby directed to advise
U.S. Bank National Association, as paying agent for the Refiinded Bonds,to call the Refunded
Bonds for redemption and prepayment on the Crossover Date and to give notice of redemption in
accordance with the resolution authorizing the issuance of the Refunded Bonds.
6.06. 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 participating underwriters in the primary ofFering of the Bonds to
comply with amendments to Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934(17 C.F.R. § 240.15c2-12),relating to continuing disclosure(as in effect
and interpreted from time to time,the Rule),which will enhance the marketability of the Bonds,
the Issuer 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 Issuer 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 Issuer has
complied in all material respects with any undertaking previously entered into by it under the
Rule. If the Issuer 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 mea.ns, 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,
15
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 tau purposes.
(b) Information To Be Disclosed. The Issuer will provide,in the manner set forth in subsection
(c)hereof, either directly or indirectly through an agent designated by the Issuer,the following
informarion at the following times:
(1) on or before 365 days after the end of each fiscal year of the Issuer, commencing with
the fiscal year ending December 31, 2010,the following fmancial information and
operating data in respect of the Issuer(the Disclosure Information):
(A) the audited financial statements of the Issuer for such fiscal year, containing
balance sheets as of the end of such fiscal year and a statement of operations,
changes in fund balances and cash flows for the fiscal year then ended, showing
in comparative form such figures for the preceding fiscal year of the Issuer,
prepared in accordance with generally accepted accounting principles
promulgated by the Financial Accounting Standards Board as modified in
accordance with the governmental accounting standards promulgated by the
Governmental Accounting Standards Board or as otherwise provided under
Minnesota law, as in effect from time to time, or, if and to the extent such
financial statements have not been prepared in accordance with such generally
accepted accounting principles for reasons beyond the reasonable control of the
Issuer,noting the discrepancies therefrom and the effect thereof, and certified as
to accuracy and completeness in all material respects by the fiscal officer of the
Issuer; and
(B) to the extent not included in the 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 fmancial statements are not available by
the date specified,the Issuer shall provide on or before such date unaudited fmancial statements
in the format required for the audited financial statements as part of the Disclosure Information
and,within 10 days after the receipt thereof,the Issuer shall provide the audited financial
statements. Any or all of the Disclosure Information may be incorporated by reference, if it is
updated as required hereby, from other documents, including official statements,which have
been 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 Issuer shall clearly idenrify in the
Disclosure Information each document so incorporated by reference. If any part of the
Disclosure Information can no longer be generated because the operations of the Issuer have
materially changed or been discontinued, such Disclosure Information need no longer be
provided if the Issuer includes in the Disclosure Information a statement to such effect,provided,
16
however,if such operations have been replaced by other Issuer operations in respect of which
data is not included in the Disclosure Information and the Issuer determines that certain specified
data regarding such replacement operations would be a Material Fact(as defined in paragraph(2}
hereo�,then, fcom and after such determination,the Disclosure Information shall include such
additional specified data regarding the replacement operations. If the Disclosure Informaxion is
changed or this section is amended as permitted by this paragraph(b)(1)or subsection(d),then
the Issuer shall include in the next Disclosure Information to be delivered hereunder,to the
extent necessary, an explanation of the reasons for the amendment and the effect of any change
in the type of 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):
(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 final determinations of taxability,Notices of Proposed Issue(IRS Form
5701-TEB)or other material notices or determinations with respect to the tax
status of the Bonds,or other material events affecting the tax status of the
Bonds;
(G) Modifications to rights of security holders, if material;
(I� Bond calls,if material, and tender offers;
(I) Defeasances;
(� Release, substitution,or sale of properly securing repayment of the securities,if
material;
(K) Rating changes;
(L) Banktuptcy, insolvency,receivership or a similar event with respect to the
Issuer;
(N� 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 entry 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
(N) 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 a.n investor from the Official
Statement,information disclosed hereunder or information generally available to the public.
17
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 confirming 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.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the Issuer to provide the Disclosure Information required under
paragraph(b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection(d),
together with a copy of such amendment or supplement and any explanation
provided by the Issuer under subsection(d)(2);
(C) the ternunation of the obligations of the Issuer under this section pursuant to
subsection(d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared;
and
(E) any change in the fiscal year of the Issuer.
(c) Manner of Disclosure.
(1) The Issuer 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
�)•
(2) All documents provided to the MSRB pursuant to this subsecrion(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 Issuer in this section shall remain in effect so long as any
Bonds are Outstanding. Notwithstanding the preceding sentence,however,the
obligations of the Issuer under this section shall terminate and be without further
effect as of any date on which the Issuer delivers to the Registrax an opinion of Bond
18
Counsel to the effect that,because of legislative action or final judicial or
administrative actions or proceedings,the failure of the Issuer to comply with the
requirements of this section will not cause participating underwriters in the primary
offering of the 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 Issuer 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 Issuer
accompanied by an opinion of Bond Counsel,who may rely on certificates of the
Issuer and others and the opinion may be subject to customary qualifications,to the
effect that: (i) such amendment or supplement(a)is made in connection with a
change in circumstances that arises from a change in law or regulation or a change in
the identity,nature or status of the Issuer or the type of operations conducted by the
Issuer, or(b) is required by, or better complies with,the provisions of paragraph
(b)(5) of the Rule; (ii)this section as so amended or supplemented would have
complied with the requirements of paragraph(b)(5) of the Rule at the time of the
primary offering of the 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 Issuer agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
reasons for the amendment and the effect, if any, of the change in the type of
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.
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.
19
PROJECTED LEVIES
Date Levv
2012 $ 866,387.50
2013 838,352.50
2014 686,365.00
. 2015 582,907.50
2016 711,637.50
2017 713,107.50
2018 719,197.50
Total 5.117.955.00
�
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