14-045 - 05-20 - Award Sale of Bonds Series 2014C CERTIFICATION OF MINUTES RELATING TO
$3,950,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS,
SERIES 2014C
Issuer: City of Golden Valley, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held May 20, 2014, at 6:30 o'clock
P.M., at the City offices.
Members present: Harris, Clausen, Fonnest, Schmidgall and Snope
Members absent: none
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 14-45
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT
OF $3,950,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS,
SERIES 2014C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer on this o)j day of May, 2014.
City lerk
It was reported that seven (7) proposals for the purchase of$3,950,000 General
Obligation Improvement Refunding Bonds, Series 2014C were received prior to 11:00 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)
S Pl tl St@C� Springsted Incorporated
g 380 Jackson Street,Suite 300
Saint Paul,MN 55101-2887
Tel:651-223-3000
Fax:651-223-3002
Email:advisors(a springsted.com
www.springsted.com
$4,165,000(a)
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 2014C
(BOOK ENTRY ONLY)
AWARD: PIPER JAFFRAY&CO.
SALE: May 20, 2014 Moody's Rating: Aa1
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
PIPER JAFFRAY&CO. 2.00% 2018 $4,401,790.00(b) $936,695.52(b) 2.2298%(b)
2.00% 2020-2022
4.00% 2023-2024
2.375% 2025
2.50% 2026-2027
STIFEL, NICOLAUS &COMPANY, 2.00% 2018 $4,603,275.45 $968,315.18 2.2488%
INCORPORATED 4.00% 2020-2025
2.75% 2026-2027
ROBERT W. BAIRD &COMPANY, 2.00% 2018 $4,424,764.75 $986,900.67 2.3386%
INCORPORATED 2.00% 2020-2022
C.L. KING &ASSOCIATES 4.00% 2023-2024
COASTAL SECURITIES L.P. 2.50% 2025
SAMCO CAPITAL MARKETS, INC. 2.75% 2026
EDWARD D. JONES &COMPANY 3.00% 2027
WNJ CAPITAL
CRONIN & COMPANY, INC.
VINING-SPARKS IBG,
LIMITED PARTNERSHIP
LOOP CAPITAL MARKETS, LLC
CREWS &ASSOCIATES
CASTLEOAK SECURITIES, L.P.
DAVENPORT &COMPANY LLC
ROSS, SINCLAIRE &ASSOCIATES, LLC
DUNCAN-WILLIAMS, INC.
COUNTRY CLUB BANK
WEDBUSH SECURITIES INC.
DOUGHERTY& COMPANY LLC
ISAAK BOND INVESTMENTS, INC.
ALAMO CAPITAL
OPPENHEIMER&CO. INC.
BERNARDI SECURITIES, INCORPORATED
(a) Subsequent to bid opening, the issue size decreased from$4,165,000 to$3,950,000.
(b) Subsequent to bid opening, the price, net interest cost, and true interest rate have changed to$4,175,219.00, $903,911.41, and
2.2421%,respectively.
Public Sector Advisors
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
WELLS FARGO BANK, 2.00% 2018 $4,274,761.85 $980,510.65 2.3661%
NATIONAL ASSOCIATION 2.00% 2020-2022
3.00% 2023
2.50% 2024-2025
2.75% 2026
3.00% 2027
STERNE, AGEE & LEACH, INC. 3.00% 2018 $4,298,638.45 $984,250.09 2.3722%
BOSC, INC., A SUBSIDIARY OF, 3.00% 2020-2023
BOK FINANCIAL CORP. 2.25% 2024
SUNTRUST ROBINSON HUMPHREY, INC. 2.50% 2025
2.75% 2026
3.00% 2027
NORTHLAND SECURITIES, INC. 2.00% 2018 $4,325,571.20 $1,017,737.13 2.4387%
2.00% 2020-2022
3.00% 2023-2027
FTN FINANCIAL CAPITAL MARKETS 2.00% 2018 $4,212,312.05 $1,003,684.62 2.4391%
2.00% 2020-2023
2.50% 2024-2025
3.00% 2026-2027
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
2.00% 2018 0.90%
2.00% 2020 1.40%
2.00% 2021 1.65%
2.00% 2022 1.85%
4.00% 2023 1.90%
4.00% 2024 2.05%
2.375% 2025 2.20%
2.50% 2026 2.35%
2.50% 2027 Par
BBI: 4.26%
Average Maturity: 9.781 Years
Council Member Schmidgall introduced the following resolution and moved its adoption,
which motion was seconded by Council Member Fonnest:
RESOLUTION NO. 14-45
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $3,950,000 GENERAL
OBLIGATION IMPROVEMENT REFUNDING BONDS,
SERIES 2014C
BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota
(the Issuer), as follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to a resolution adopted by this Council on April 17, 2014,
the Issuer has determined it to be in its best interests to issue its General Obligation Improvement
Refunding Bonds, Series 2014C (the Bonds), pursuant to Minnesota Statutes, Chapter 475, to
provide funds to be used, along with other available funds, to refund (the Refunding), the 2018
through 2027 maturities of the Issuer's General Obligation Improvement Bonds, Series 2007C
(the Series 2007C Bonds), dated, as originally issued, as of June 15, 2007, which maturities are
presently outstanding in the principal amount of$3,885,000 (the Refunded Bonds). February 1,
2017 (the Crossover Date) is the earliest date upon which the Refunded Bonds may be redeemed
without payment 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 Terms of Proposal and the Official Statement 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 determined. The most favorable proposal received is
that of Piper Jaffray& Co., in Kansas City, Missouri (the Purchaser), to purchase the Bonds at a
price of$4,175,219.00 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 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. Savings. 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$394,749.92 and a present value savings
(using the yield on the Bonds, computed in accordance with Section 148 of the Internal
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Revenue Code of 1986, as amended (the Code), as the discount factor) of
approximately$343,445.27; 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 maturity 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 8.135%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.
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 existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds shall be
originally dated as of the date of issuance thereof, 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
2018 $145,000 2.00% 2023 $650,000 4.00%
2019 -0- 2024 655,000 4.00
2020 160,000 2.00 2025 665,000 2.375
2021 160,000 2.00 2026 670,000 2.50
2022 155,000 2.00 2027 690,000 2.50
For purposes of compliance with Minnesota Statutes, Section 475.54, subdivision 1,maturities of
the Bonds shall be combined with those of the Series 2007C Bonds not refunded by the Bonds.
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
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the Bonds shall be payable on February 1 and August 1, commencing February 1, 2015, each
such date being referred to herein as an Interest Payment Date, to the persons in whose names the
Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's close of
business on the fifteenth day of the calendar month next preceding such Interest Payment Date,
whether or not such day is a business day. Interest shall be computed on the basis of a 360-day
year composed of twelve 30-day months.
2.04. Redemption. Bonds maturing in 2024 and later years shall be subject to redemption
and prepayment at the option of the Issuer, in whole or in part, in such order of maturity dates as
the Issuer may select and, within a maturity,by lot as selected by the Registrar(or, if applicable,
by the bond depository in accordance with its customary procedures) in multiples of$5,000, on
February 1, 2023, 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 Section 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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. Registration. The effect of registration and the rights and duties of the Issuer and
the Registrar with respect thereto shall be as follows:
(a) Register. 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,
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trust, governmental unit, or other legal entity) in whose name a Bond is registered in
the Bond Register.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed
by the Holder thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney duly
authorized by the Holder in writing, the Registrar shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Bonds of a like
aggregate principal amount and maturity, as requested by the transferor. The Registrar
may, however, close the books for registration of any transfer after the fifteenth day of
the month preceding each interest payment date and until such interest payment date.
(c) Exchange of Bonds. 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.
(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.
ff 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 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,
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stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the Issuer and the Registrar shall 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.
fp Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
01 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 Delivery. 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
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 benefit 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 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.
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"Representation Letter" shall mean the Representation Letter pursuant to which
the sender agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fully registered
bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds.
Upon initial issuance,the ownership of such Bonds shall be registered in the bond register in the
name of Cede&Co., as nominee of DTC. The Registrar and the 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 permitted or required to be given to registered owners of
Bonds under this Resolution,registering the transfer of Bonds, and for all other purposes
whatsoever, and neither the Registrar nor the 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 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 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 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
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the permitted transferee in accordance with the provisions of this Resolution. In the event Bonds
in the form of certificates are issued to owners other than Cede & Co., its successor as nominee
for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds,
the provisions of this Resolution shall also apply to all matters relating thereto, including,
without limitation, the printing of such Bonds in the form of bond certificates and the method of
payment of principal of and interest on such Bonds in the form of bond certificates.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 2014C
No. R- $
Interest Rate Maturity Date Date of Original Issue CUSIP NO.
February 1, 20_ June 19, 2014
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, 2015 (each such date, an Interest Payment Date), all subject
to the provisions referred to herein with respect to the redemption of the principal of this Bond
before maturity. The interest so payable on any Interest Payment Date shall be paid to the person
in whose name this Bond is registered at the close of business on the fifteenth day(whether or
not a business day) of the calendar month next preceding such Interest Payment Date. Interest
hereon shall be computed on the basis of a 360-day year composed of twelve 30-day months. The
interest hereon and,upon presentation and surrender hereof 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$3,950,000 (the Bonds)
issued pursuant to a resolution adopted by the City Council on May 20, 2014 (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.
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Bonds maturing in 2024 and later years shall be subject to redemption and prepayment at
the option of the Issuer, in whole or in part, in such order of maturity dates as the Issuer may
select and, within a maturity,by lot as selected by the Registrar(or, if applicable,by the bond
depository in accordance with its customary procedures) in multiples of$5,000, on February 1,
2023, and on any date thereafter, at a price equal to the principal amount thereof and accrued
interest to the date of redemption. The Issuer 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, 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 redemption date,become due and payable at the
redemption price therein specified and from and after such date(unless the Issuer 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.
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
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
9
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 2014C Bond Fund and
has appropriated thereto certain investment earnings on the proceeds of the Bonds, special
assessments levied upon property specially benefited by the local improvements refinanced by
the Bonds and ad valorem taxes levied upon all taxable property in the Issuer, 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 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 of Golden Valley, Minnesota,by its City Council,
has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and
City Manager and has caused this Bond to be dated as of the date set forth below.
CITY OF GOLDEN VALLEY, MINNESOTA
(facsimile signature—City Manager) (facsimile signature—Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Dated:
U.S. BANK NATIONAL ASSOCIATION,
as Bond Registrar
By
Authorized Representative
10
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to the applicable laws or
regulations:
TEN COM - as tenants in common UTMA as Custodian for
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Transfers to Minors Act
(State)
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Dated:
NOTICE: The assignor's signature to this assignment
must correspond with the name as it appears upon the
face of the within Bond in every particular, without
alteration or enlargement or any change whatsoever.
Signature Guaranteed:
Signature(s) must be guaranteed by an"eligible
guarantor institution" meeting the requirements of
the Registrar, which requirements include
membership or participation in STAMP or such
other"signature guaranty program"as may be
determined by the Registrar in addition to or in
substitution for STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OFASSIGNEE:
[End of the Bond form]
11
SECTION 3. USE OF PROCEEDS AND SECURITY.
3.01. Bond Proceeds. Upon payment for the Bonds by the Purchaser, the City Manager
shall deposit and apply the proceeds of the Bonds as follows: (a) $4,117,750.67 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); and (b) $54,775.00 shall be used to pay
issuance expenses of the Bonds. 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 Obligation Improvement Refunding Bonds, Series 2014C 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 separate debt service fund on the official books and records of
the Issuer to be known as the General Obligation Improvement Refunding Bonds, Series 2014C
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$3,885,000.00 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 from
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.
3.03. Pledge of Taxing Powers. For the prompt and full payment of the principal of and
interest on the Bonds as such payments respectively become due, the full faith, credit and
unlimited taxing powers of the 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 Bonds, 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:
Levy Years Collection Years Amount
See attached Levy Computation
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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 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 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. CERTIFICATION OF PROCEEDINGS.
5.01. Registration 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.
5.02. Authentication of Transcript. The officers of the Issuer and the County Auditor are
hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey&Whitney
LLP, Bond Counsel, certified copies of all proceedings and records relating to the 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.
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5.03. Official Statement. The Official Statement relating to the Bonds, dated April 29,
2014,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
underwriters and such other information relating to the Bonds as is required to be included in the
Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission (the
SEC)under the Securities Exchange Act of 1934. The officers of the 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 refinanced 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. Arbitrage 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.
6.03. Arbitrage Rebate. The Issuer acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The Issuer covenants and agrees to retain such
records, make such determinations, file such reports and documents and pay such amounts at
such times as are required under said Section 148(f) and applicable Regulations to preserve the
exclusion of interest on the Bonds from gross income for federal income tax purposes,unless the
Bonds qualify for an exception from the rebate requirement pursuant to one of the spending
exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds"of the Bonds
(other than amounts constituting a"bona fide debt service fund") arise during or after the
expenditure of the original proceeds thereof.
14
6.04. Qualified Tax-Exempt Obligations. 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 2014 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 Refunded 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. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public
availability of certain information relating to the Bonds and the security therefor and to permit
the Purchaser and other participating underwriters in the primary offering of the Bonds to comply
with amendments to Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of
1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted
from time to time, the Rule), which will enhance the marketability of the Bonds, the City hereby
makes the following covenants and agreements for the benefit of the Owners (as hereinafter
defined) from time to time of the Outstanding Bonds. The City is the only obligated person in
respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in
respect of which continuing disclosure must be made. The City has complied in all material
respects with any undertaking previously entered into by it under the Rule. If the City fails to
comply with any provisions of this section, any person aggrieved thereby, including the Owners
of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or
appropriate to enforce performance and observance of any agreement or covenant contained in
this section, including an action for a writ of mandamus or specific performance. Direct, indirect,
consequential and punitive damages shall not be recoverable for any default hereunder to the
extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event
shall a default under this section constitute a default under the Bonds or under any other
provision of this resolution. As used in this section, Owner or Bondowner means, in respect of a
Bond, the registered owner or owners thereof appearing in the bond register maintained by the
Registrar or any Beneficial Owner(as hereinafter defined) thereof, if such Beneficial Owner
provides to the Registrar evidence of such beneficial ownership in form and substance reasonably
satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a Bond, any
person or entity which (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:
15
(1) on or before 12 months after the end of each fiscal year of the City, commencing with
the fiscal year ending December 31, 2013, the following financial information and
operating data in respect of the City(the "Disclosure Information")::
(A) the audited financial statements of the City for such fiscal year, prepared in
accordance with generally accepted accounting principles 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 financial statements referred to in paragraph (A)
hereof,the information for such fiscal year or for the period most recently
available of the type contained in the Official Statement under headings: City
Property Values; City Indebtedness; and City Tax Rates, Levies and
Collections, 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 financial
statements in the format required for the audited financial statements as part of the Disclosure
Information and, within 10 days after the receipt thereof,the City shall provide the audited
financial statements. Any or all of the Disclosure Information may be incorporated by reference,
if it is updated as required hereby, from other documents, including official statements, which
have been filed with the SEC or have been submitted to the Municipal Securities Rulemaking
Board (MSRB) through its Electronic Municipal Market Access System (EMMA). The City shall
clearly identify in the Disclosure Information each document so incorporated by reference. If any
part of the Disclosure Information can no longer be generated because the operations of the City
have materially changed or been discontinued, such Disclosure Information need no longer be
provided if the City includes in the Disclosure Information a statement to such effect,provided,
however, if such operations have been replaced by other City operations in respect of which data
is not included in the Disclosure Information and the City determines that certain specified data
regarding such replacement operations would be a Material Fact(as defined in paragraph(2)
hereof), then, from and after such determination, the Disclosure Information shall include such
additional specified data regarding the replacement operations. If the Disclosure Information is
changed or this section is amended as permitted by this paragraph (b)(1) or subsection(d),then
the City shall include in the next Disclosure Information to be delivered hereunder, to the extent
necessary, an explanation of the reasons for the amendment and the effect of any change in the
type of financial information or operating data provided.
16
(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;
(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;
(M) 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 an investor from the Official
Statement, information disclosed hereunder or information generally available to the public.
Notwithstanding the foregoing sentence, an event is also "material" if it is 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
17
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 City to provide the Disclosure Information required under
paragraph (b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection (d),
together with a copy of such amendment or supplement and any
explanation provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this section pursuant
to subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared;
and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure.
(1) The City agrees to make available to the MSRB through EMMA, in an electronic
format as prescribed by the MSRB, 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)hereof) or the consent of the Owners of any Bonds,by a
resolution of this Council filed in the office of the recording officer of the City
18
accompanied by an opinion of Bond Counsel, who may rely on certificates of the
City and others and the opinion may be subject to customary qualifications, to the
effect that: (i) such amendment or supplement (a) is made in connection with a
change in circumstances that arises from a change in law or regulation or a change in
the identity, nature or status of the City or the type of operations conducted by the
City, or(b) is required by, or better complies with, the provisions of paragraph (b)(5)
of the Rule; (ii) this section as so amended or supplemented would have complied
with the requirements of paragraph (b)(5) of the Rule at the time of the primary
offering of the Bonds, giving effect to any change in circumstances applicable under
clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the
amendment or supplement was in effect at the time of the primary offering; and (iii)
such amendment or supplement does not materially impair the interests of the
Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5) of the Rule.
Upon vote being taken thereon, the following voted in favor thereof: Harris, Clausen, Fonnest,
Schmidgall and Snope
and the following voted against the same: none
whereupon the resolution was declared duly passed and adopted.
19
PROJECTED LEVIES
Post Sale
$3,950,000
City of Golden Valley, Minnesota
General Obligation Improvement Refunding Bonds,Series 2014C
Crossover Refunding of Series 2007C
Post-Sale Tax Levies
Payment Principal Coupon Interest Total P+I Escrow 105%Overlevy Levy Amount Levy/Collect
Date Payments Years
02/01/2015 - - 70,542.81 70,542.81 70,542.81 - -
02/01/2016 - - 114,393.76 114,393.76 114,393.76 - -
02/01/2017 - - 114,393.76 114,393.76 114,393.76 - -
02/01/2018 145,000.00 2.000% 114,393.76 259,393.76 - 272,363.45 272,363.45 2016/2017
02/01/2019 - - 111,493.76 111,493.76 - 117,068.45 117,068.45 2017/2018
02/01/2020 160,000.00 2.000% 111,493.76 271,493.76 - 285,068.45 285,068.45 2018/2019
02/01/2021 160,000.00 2.000% 108,293.76 268,293.76 - 281,708.45 281,708.45 2019/2020
02/01/2022 155,000.00 2.000% 105,093.76 260,093.76 - 273,098.45 273,098.45 2020/2021
02/01/2023 650,000.00 4.000% 101,993.76 751,993.76 - 789,593.45 789,593.45 2021/2022
02/01/2024 655,000.00 4.000% 75,993.76 730,993.76 - 767,543.45 767,543.45 2022/2023
02/01/2025 665,000.00 2.375% 49,793.76 714,793.76 - 750,533.45 750,533.45 2023/2024
02/01/2026 670,000.00 2.500% 34,000.00 704,000.00 - 739,200.00 739,200.00 2024/2025
02/01/2027 690,000.00 2.500% 17,250.00 707,250.00 - 742,612.50 742,612.50 2025/2026
Total $3,950,000.00 - $1,129,130.41 $5,079,130.41 $299,330.33 $5,018,790.08 $5,018,790.08 -
2014CGO6npRef(07013o/SINGLEPURRUSE/5/20/2014/1.26PM
rl Springsted
20