15-57 - 06-16 - Award Bond Series 2015A Resolution 15-57 June 16, 2015
Member Clausen introduced the following resolution and moved its adoption:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $1,870,000 GENERAL OBLIGATION
IMPROVEMENT BONDS, SERIES 2015A
BE IT RESOLVED by the City Council, City of Golden Valley, Minnesota (the City),
as follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. This Council, by resolution duly adopted on May 19, 2015,
authorized the issuance and sale on the date hereof of its General Obligation Improvement
Bonds, Series 2015A (the Bonds), pursuant to Minnesota Statutes, Chapters 429 and 475.
Proceeds of the Bonds will be used to finance various street improvement projects in the
City pursuant to the 2015 Pavement Management Program (the Project).
1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared
on behalf of the City by Springsted Incorporated, sealed proposals for the purchase of the
Bonds were received at or before the time specified for receipt of proposals. The proposals
have been 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 , in
(the Purchaser), to purchase the Bonds at a price of
$ plus accrued interest on all Bonds to the day of delivery and payment, on
the further terms and conditions hereinafter set forth.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the
Mayor and City Manager are hereby authorized and directed to execute a contract on
behalf of the City for the sale of the Bonds in accordance with the Terms of Proposal. The
good faith deposit of the Purchaser shall be retained and deposited by the City until the
Bonds have been delivered and shall be deducted from the purchase price paid at
settlement.
SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND 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 original 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
Resolution 15-57 - continued June 16, 2015
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
2016 $120,000 % 2027 $40,000 %
2017 165,000 2028 40,000
2018 65,000 2029 40,000
2019 65,000 2030 40,000
2020 370,000 2031 45,000
2021 375,000 2032 45,000
2022 75,000 2033 45,000
2023 50,000 2034 45,000
2024 50,000 2035 50,000
2025 50,000 2036 45,000
2026 50,000
[REVISE MATURITY SCHEDULE FOR ANY TERM BONDS]
For purposes of compliance with Minnesota Statutes, Section 475.54, subdivision 1,
maturities of the Bonds shall be combined with those of the City's General Obligation
Equipment Certificates of Indebtedness, Series 2015B.
The Bonds shall be issuable only in fully registered form. The interest thereon and,
upon surrender of each Bond, the principal amount thereof, shall be payable by check or
draft issued by the Registrar described herein, provided that, so long as the Bonds are
registered in the name of a securities depository, or a nominee thereof, in accordance with
Section 2.08 hereof, principal and interest shall be payable in accordance with the
operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant
to Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,
the date of authentication shall be noted on each Bond so delivered, exchanged or
transferred. Interest on the Bonds shall be payable on February 1 and August 1 in each
year, commencing February 1, 2016, each such date being referred to herein as an Interest
Payment Date, to the persons in whose names the Bonds are registered on the Bond
Register, as hereinafter defined, at the Registrar's close of business on the fifteenth day of
the month immediately preceding the Interest Payment Date, whether or not such day is a
business day. Interest shall be computed on the basis of a 360-day year composed of
twelve 30-day months.
2.04. Redemption. Bonds maturing in 2025 and later years shall be subject to
redemption and prepayment at the option of the City, in whole or in part, in such order of
maturity dates as the City may select and, within a maturity, by lot as selected by the
Registrar(or, if applicable, by the bond depository in accordance with its customary
procedures) in multiples of $5,000, on February 1, 2024, 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
Resolution 15-57 - continued June 16, 2015
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 City shall default in the payment
of the redemption price) such Bonds or portions of Bonds shall cease to bear interest.
Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner
without charge, representing the remaining principal amount outstanding.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS-
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing on February 1, 20_and 20_ (the Term Bonds) shall be subject to
mandatory redemption prior to maturity pursuant to the sinking fund requirements of this
Section 2.04 at a redemption price equal to the stated principal amount thereof plus interest
accrued thereon to the redemption date, without premium. The Registrar shall select for
redemption, by lot or other manner deemed fair, on February 1 in each of the following
years the following stated principal amounts of such Bonds:
Term Bonds Maturing February 1, 20—
Year Principal Amount
The remaining $ stated-principal amount of such Bonds shall be paid at
maturity on February 1, 20_.
Term Bonds Maturing February 1, 20—
Year Principal Amount
The remaining $ stated principal amount of such Bonds shall be paid at
maturity on February 1, 20_.
Notice of redemption shall be given as provided in the preceding paragraph.]
2.05. Appointment of Initial Registrar. The City hereby appoints U.S. Bank National
Association, St. Paul, Minnesota, as the initial bond registrar, transfer agent and paying
agent (the Registrar). The Mayor and City Manager are authorized to execute and deliver,
on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the
Registrar with another corporation, if the resulting corporation is a bank or trust company
organized under the laws of the United States or one of the states of the United States and
authorized by law to conduct such business, such corporation shall be authorized to act as
successor Registrar. The City agrees to pay the reasonable and customary charges of the
Registrar for the services performed. The City reserves the right to remove the Registrar,
Resolution 15-57 - continued June 16, 2015
effective upon not less than thirty days' written notice and upon the appointment and
acceptance of a successor Registrar, in which event the predecessor Registrar shall deliver
all cash and Bonds in its possession to the successor Registrar and shall deliver the Bond
Register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties of the City and
the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust office a
register (the Bond Register) in which the Registrar shall provide for the registration
of ownership of Bonds and the registration of transfers and exchanges of Bonds
entitled to be registered, transferred or exchanged. The term Holder or Bondholder
as used herein shall mean the person (whether a natural person, corporation,
association, partnership, trust, governmental unit, or other legal entity) in whose
name a Bond is registered in the Bond Register.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed
by the Holder thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney
duly authorized by the Holder in writing, the Registrar shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Bonds of
a like aggregate principal amount and maturity, as requested by the transferor. The
Registrar may, however, close the books for registration of any transfer after the
fifteenth day of the month preceding each interest payment date and until such
interest payment date.
(c) Exchange of Bonds. At the option of the Holder of any Bond in a
denomination greater than $5,000, such Bond may be exchanged for other Bonds of
authorized denominations, of the same maturity and a like aggregate principal
amount, upon surrender of the Bond to be exchanged at the office of the Registrar.
Whenever any Bond is so surrendered for exchange the City shall execute and the
Registrar shall authenticate and deliver the Bonds which the Bondholder making the
exchange is entitled to receive.
(d) Cancellation. All Bonds surrendered for payment, transfer or exchange
shall be promptly canceled by the Registrar and thereafter disposed of as directed
by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is
satisfied that the endorsement on such Bond or separate instrument of transfer is
valid and genuine and that the requested transfer is legally authorized. The Registrar
shall incur no liability for the refusal, in good faith, to make transfers which it, in its
judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name any Bond is at any time registered in the Bond Register as the
absolute owner of the Bond, whether the Bond shall be overdue or not, for the
purpose of receiving payment of or on account of the principal of and interest on the
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Bond and for all other purposes, and all payments made to or upon the order of such
Holder shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds
(except for an exchange upon a partial redemption of a Bond), the Registrar may
impose a charge upon the owner thereof sufficient to reimburse the Registrar for any
tax, fee or other governmental charge required to be paid with respect to such
transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new
Bond of like amount, number, maturity date and tenor in exchange and substitution
for and upon cancellation of any such mutilated Bond or in lieu of and in substitution
for any Bond destroyed, stolen or lost, upon the payment of the reasonable
expenses and charges of the Registrar in connection therewith; and, in the case of a
Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory
to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and
upon furnishing to the Registrar of an appropriate bond or indemnity in form,
substance and amount satisfactory to it, in which both the City and the Registrar
shall be named as obligees. All Bonds so surrendered to the Registrar shall be
canceled by it and evidence of such cancellation shall be given to the City. If the
mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption in accordance with its terms it shall not be necessary to issue a new
Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
Q) Valid Obligations. All Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the City, evidencing the same debt, and
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 City by the
signatures of the Mayor and the City Manager, provided that the signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or
a facsimile of whose signature shall appear on any Bond shall cease to be such officer
before the delivery of such Bond, such signature or facsimile shall nevertheless be valid
and sufficient for all purposes, the same as if such officer had remained in office until the
date of delivery of such Bond. Notwithstanding such execution, no Bond shall be valid or
obligatory for any purpose or entitled to any security or benefit under this Resolution unless
and until a certificate of authentication on the Bond, substantially in the form provided in
Section 2.09, has been 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 any Bond shall be
conclusive evidence that it has been duly authenticated and delivered under this
Resolution 15-57 - continued June 16, 2015
Resolution. When the Bonds have been prepared, executed and authenticated, the City
Manager shall deliver them to the Purchaser upon payment of the purchase price in
accordance with the contract of sale heretofore executed, and the Purchaser shall not be
obligated to see to the application of the purchase price.
2.08. Securities Depository. (a) For purposes of this section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in
whose name such Bond is recorded as the beneficial owner of such Bond by a Participant
on the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor
nominee of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York, New York.
"Participant" shall mean any broker-dealer, bank or other financial institution for
which DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant to which the
City agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fully registered
bonds, and one Bond shall be issued in the principal amount of each stated maturity of the
Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond
register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may
treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its
name for the purposes of payment of the principal of or interest on the Bonds, selecting the
Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to
be given to registered owners of Bonds under this resolution, registering the transfer of
Bonds, and for all other purposes whatsoever, and neither the Registrar nor the City shall
be affected by any notice to the contrary. Neither the Registrar nor the City shall have any
responsibility or obligation to any Participant, any person claiming a beneficial ownership
interest in the Bonds under or through DTC or any Participant, or any other person which is
not shown on the bond register as being a registered owner of any Bonds, with respect to
the accuracy of any records maintained by DTC or any Participant, with respect to the
payment by DTC or any Participant of any amount with respect to the principal of or interest
on the Bonds, with respect to any notice which is permitted or required to be given to
owners of Bonds under this resolution, with respect to the selection by DTC or any
Participant of any person to receive payment in the event of a partial redemption of the
Bonds, or with respect to any consent given or other action taken by DTC as registered
owner of the Bonds. So long as any Bond is registered in the name of Cede & Co., as
nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and
shall give all notices with respect to such Bond, only to Cede & Co. in accordance with
DTC's Operational Arrangements, and all such payments shall be valid and effective to fully
satisfy and discharge the City's obligations with respect to the principal of and interest on
the Bonds to the extent of the sum or sums so paid. No person other than DTC shall
receive an authenticated Bond for each separate stated maturity evidencing the obligation
Resolution 15-57 - continued June 16, 2015
of the City to make payments of principal and interest. Upon delivery by DTC to the
Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in
accordance with paragraph (e) hereof.
(c) In the event the City determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Bonds in the form of bond certificates, the City may
notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability
through DTC of Bonds in the form of certificates. In such event, the Bonds will be
transferable in accordance with paragraph (e) hereof. DTC may determine to discontinue
providing its services with respect to the Bonds at any time by giving notice to the City and
the Registrar and discharging its responsibilities with respect thereto under applicable law.
In such event the Bonds will be transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC, 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 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 form attached
hereto as Exhibit A.
SECTION 3. GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2015A
CONSTRUCTION FUND. There is hereby established on the official books and records of
the City a separate fund designated the General Obligation Improvement Bonds, Series
2015A Construction Fund (the Construction Fund). To the Construction Fund there shall be
credited from the proceeds of the Bonds an amount equal to the estimated cost of the
Project. There shall also be credited to the Construction Fund all special assessments
collected with respect to the Project until all costs of the Project have been fully paid. All
proceeds of the Bonds deposited in the Construction Fund will be expended solely for the
payment of the costs of the Project. To the extent required by Minnesota Statutes, Section
429.091, subdivision 4, the City shall maintain a separate account within the Construction
Fund to record expenditures for each improvement. The City Manager shall maintain the
Construction Fund until all costs and expenses incurred by the City in connection with the
construction of the improvements have been paid. All special assessments on hand in the
Construction Fund when terminated or thereafter received, and any Bond proceeds not so
transferred, shall be credited to the General Obligation Improvement Bonds, Series 2015A
Bond Fund.
Resolution 15-57 - continued June 16, 2015
SECTION 4. GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2015A BOND
FUND. There is hereby established on the official books and records of the City a separate
fund designated the General Obligation Improvement Bonds, Series 2015A Bond Fund (the
Bond Fund). Into the Bond Fund shall be paid (a) the amounts specified in Section 3 above,
(b) any amounts received from the Purchaser upon delivery of the Bonds in excess of the
amounts appropriated to the Construction Fund pursuant to Section 3 hereof, (c) any
special assessments and taxes collected pursuant to Sections 5 or 6 hereof, except as
otherwise provided in Section 3 hereof and (d) any other funds appropriated by the City
Council for the payment of the Bonds. The money on hand in the Bond Fund from time to
time shall be used only to pay the principal of and interest on the Bonds. If the balance on
hand in the Bond Fund is at any time insufficient to pay principal and interest then due on
the Bonds, such amounts shall be paid from other money on hand in other funds of the
City, which other funds shall be reimbursed therefor when sufficient money becomes
available in the Bond Fund. The Bond Fund shall be maintained until the City has paid, or
made provision for the payment of, all of the principal of and interest on the Bonds.
There are hereby established two accounts in the Bond Fund, designated as the
"Debt Service Account" and the "Surplus Account." There shall initially be deposited into the
Debt Service Account upon the issuance of the Bonds the amount set forth in (b) above.
Thereafter, during each Bond Year (i.e., each twelve month period commencing on
February 2 and ending on the following February 1), as monies are received into the Bond
Fund, the City Manager shall first deposit such monies into the Debt Service Account until
an amount has been appropriated thereto sufficient to pay all principal and interest due on
the Bonds through the end of the Bond Year. All subsequent monies received in the Bond
Fund during the Bond Year shall be appropriated to the Surplus Account. If at any time the
amount on hand in the Debt Service Account is insufficient for the payment of principal and
interest then due, the City Manager shall transfer to the Debt Service Account amounts on
hand in the Surplus Account to the extent necessary to cure such deficiency. Investment
earnings (and losses) on amounts from time to time held in the Debt Service Account and
Surplus Account shall be credited or charged to said accounts.
If the aggregate balance in the Bond Fund is at any time insufficient to pay all
interest and principal then due on all Bonds payable therefrom, the payment shall be made
from any fund of the City which is available for that purpose, subject to reimbursement from
the Surplus Account in the Bond Fund when the balance therein is sufficient, and the City
Council covenants and agrees that it will each year levy a sufficient amount of ad valorem
taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to
any constitutional or statutory limitation.
In order to ensure compliance with the Code and applicable Regulations (all as
defined in Section 8.01 hereof), the Finance Director, upon allocation of any funds to the
Bond Fund, shall ascertain the balance then on hand in the Bond Fund. If it exceeds the
amount of principal and interest on the Bonds to become due and payable through the next
following February 1, plus a reasonable carryover equal to 1/12th of the debt service due in
the following bond year, the excess shall (unless an opinion is received from bond counsel
stating that another use shall not interfere with the tax exemption of the bonds) be used to
prepay or purchase Bonds, or be invested at a yield which does not exceed the yield on the
Bonds calculated in accordance with Section 148 of the Code.
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SECTION 5. SPECIAL ASSESSMENTS. The City hereby covenants and agrees that, for
the payment of the costs of the Project, the City has done or will do and perform all acts
and things necessary for the final and valid levy of special assessments in an amount not
less than 20% of the cost of the Project financed by the Bonds. The City estimates it has
levied or will levy special assessments in the original aggregate principal amount of
$493,588. It is estimated that the principal and interest on such special assessments will be
levied beginning in 2015 and collected in the years 2016-2025 in the amounts shown on
Schedule I attached hereto. The principal of the special assessments shall be made
payable in annual installments, with interest as established by this City Council in
accordance with law on installments thereof from time to time remaining unpaid. In the
event any special assessment shall at any time be held invalid with respect to any lot or
tract of land, due to any error, defect or irregularity in any action or proceeding taken or to
be taken by the City or by this City Council or by any of the officers or employees of the
City, either in the making of such special assessment or in the performance of any
condition precedent thereto, the City hereby covenants and agrees that it will forthwith do
all such further things and take all such further proceedings as shall be required by law to
make such special assessment a valid and binding lien upon said property.
SECTION 6. PLEDGE OF TAXING POWERS. For the prompt and full payment of the
principal of and interest on the Bonds as such payments respectively come due, the full
faith, credit and unlimited taxing powers of the City shall be and are hereby irrevocably
pledged. In order to produce aggregate amounts which, together with the collections of
special assessments as set forth in Section 5, will produce amounts not less than 5% in
excess of the amounts needed to meet when due the principal and interest payments on
the Bonds, ad valorem taxes are hereby levied on all taxable property in the City. The taxes
will be levied and collected in years and amounts shown on the attached levy computation.
Said taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid,
provided that the City reserves the right and power to reduce said levies in accordance with
the provisions of Minnesota Statutes, Section 475.61.
SECTION 7. DEFEASANCE. When all of the Bonds have been discharged as provided in
this Section, all pledges, covenants and other rights granted by this Resolution to the
Holders of the Bonds shall cease. The City may discharge its obligations with respect to
any Bonds which are due on any date by depositing with the Registrar on or before that
date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid
when due, it may nevertheless be discharged by depositing with the Registrar a sum
sufficient for the payment thereof in full with interest accrued from the due date to the date
of such deposit. The City may also discharge its obligations with respect to any prepayable
Bonds called for redemption on any date when they are prepayable according to their terms
by depositing with the Registrar on or before that date an amount equal to the principal,
interest and redemption premium, if any, which are then due, provided that notice of such
redemption has been duly given as provided herein. The City may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with
the Registrar or with a bank or trust company qualified by law to act as an escrow agent for
this purpose, cash or securities which are authorized by law to be so deposited for such
purpose, 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
Resolution 15-57 - continued June 16, 2015
irrevocably provided for, to an earlier designated redemption date, provided, however, that
if such deposit is made more than ninety days before the maturity date or specified
redemption date of the Bonds to be discharged, the City shall have received a written
opinion of Bond Counsel to the effect that such deposit does not adversely affect the
exemption of interest on any Bonds from federal income taxation and a written report of an
accountant or investment banking firm verifying that the deposit is sufficient to pay when
due all of the principal and interest on the Bonds to be discharged on and before their
maturity dates or earlier designated redemption date.
SECTION 8. TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
8.01. General Tax Covenant. The City agrees with the registered owners from time
to time of the Bonds that it will not take, or permit to be taken by any of its officers,
employees or agents, any action that would cause interest on the Bonds to become
includable in gross income of the recipient under the Internal Revenue Code of 1986, as
amended (the Code) and applicable Treasury Regulations (the Regulations), and agrees to
take any and all actions within its powers to ensure that the interest on the Bonds will not
become includable in gross income of the recipient under the Code and the Regulations. All
proceeds of the Bonds deposited in the Construction Fund will be expended solely for the
payment of the costs of the Project. The Project is and will be owned and maintained by the
City and available for use by members of the general public on a substantially equal basis.
The City shall not enter into any lease, management contract, use agreement, capacity
agreement or other agreement with any non-governmental person relating to the use of the
Project, or any portion thereof, or security for the payment of the Bonds which might cause
the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to
Section 141 of the Code.
8.02. Arbitrage Certification. The Mayor and City Manager being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in accordance
with Section 148 of the Code, and applicable Regulations, stating the facts, estimates and
circumstances in 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.
8.03. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the
rebate requirements of Section 148(f) of the Code. The City covenants and agrees to retain
such records, make such determinations, file such reports and documents and pay such
amounts at such times as are required under said Section 148(f) and applicable
Regulations to preserve the exclusion of interest on the Bonds from gross income for
federal income tax purposes, unless the Bonds qualify for an exception from the rebate
requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the
Regulations and no "gross proceeds" of the Bonds (other than amounts constituting a
"bona fide debt service fund") arise during or after the expenditure of the original proceeds
thereof.
Resolution 15-57 - continued June 16, 2015
8.04. Reimbursement. The City certifies that the proceeds of the Bonds will not be
used by the City to reimburse itself for any expenditure with respect to the Project which the
City paid or will have paid more than 60 days prior to the date of adoption of its
reimbursement resolution for the Project, July 16, 2013, provided that this certification shall
not apply (i) with respect to certain de minimis expenditures, if any, with respect to the
Project meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or (ii) with
respect to "preliminary expenditures" for the Project as defined in Section 1.150-2(f)(2) of
the Regulations, including engineering or architectural expenses and similar preparatory
expenses, which in the aggregate do not exceed 20% of the "issue price" of the Bonds.
8.05. Qualified Tax-Exempt Obligations. The 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 City and all
subordinate entities during calendar year 2015 does not exceed $10,000,000.
8.06 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.E.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.
Resolution 15-57 - continued June 16, 2015
(b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection
(c) hereof, either directly or indirectly through an agent designated by the City, the following
information at the following times:
(1) on or before 12 months after the end of each fiscal year of the City, commencing
with the fiscal year ending December 31, 2015, 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.
Resolution 15-57 - continued June 16, 2015
(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;
(1) 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 in possession but subject to the supervision and orders of a court or
Resolution 15-57 - continued June 16, 2015
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) Ina 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 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
Resolution 15-57 - continued June 16, 2015
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.
SECTION 9. CERTIFICATION OF PROCEEDINGS.
9.01. 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 and the taxes levied pursuant hereto have been duly
entered upon the Auditor's bond register.
9.02. Authentication of Transcript. The officers of the City and the County Auditor are
hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey &
Whitney LLP, Bond Counsel, certified copies of all proceedings and records relating to the
Bonds and such other affidavits, certificates and information as may be required to show
the facts relating to the legality and marketability of the Bonds, as the same appear from
the books and records in their custody and control or as otherwise known to them, and all
such certified copies, affidavits and certificates, including any heretofore furnished, shall be
deemed representations of the City as to the correctness of all statements contained
therein.
9.03. Official Statement. The Official Statement relating to the Bonds, dated
, 2015, prepared and distributed by Springsted Incorporated, the financial
consultant for the City, is hereby approved. Springsted Incorporated is hereby authorized
on behalf of the City to prepare and deliver to the Purchaser within seven business days
from the date hereof a supplement to the Official Statement listing the offering price, the
interest rates, selling compensation, delivery date, the underwriters and such other
information relating to the Bonds required to be included in the Official Statement by Rule
15c2-12 adopted by the SEC under the Securities Exchange Act of 1934. The officers of the
City are hereby authorized and directed to execute such certificates as may be appropriate
concerning the accuracy, completeness and sufficiency of the Official Statement.
Resolution 15-57 - continued June 16, 2015
Arl_r __� Z4���
Shepard M. Harris, Wyor
ATTEST:
Kristine A. Luedke, City Clerk
The motion for the adoption of the foregoing resolution was seconded by Member Snope
and upon a vote being taken thereon, the following voted in favor thereof: Harris, Snope,
Clausen, Fonnest and Schmidgall and the following voted against the same: none
whereupon said resolution was declared duly passed and adopted, signed by the Mayor
and his signature attested by the City Clerk.
Resolution 15-57 - continued June 16, 2015
EXHIBIT A
FORM OF SERIES 2015A BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2015A
No. R- $
Interest Rate Maturity Date Date of Original CUSIP No.
Issue
% February 1, July 15, 2015
20
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF GOLDEN VALLEY, MINNESOTA (the City) acknowledges itself to be
indebted and for value received hereby promises to pay to the registered owner specified
above, or registered assigns, the principal amount specified above on the maturity date
specified above and promises to pay interest thereon from the date of original issue
specified above or from the most recent Interest Payment Date (as hereinafter defined) to
which interest has been paid or duly provided for, at the annual interest rate specified
above, payable on February 1 and August 1 in each year, commencing February 1, 2016
(each such date, an Interest Payment Date), all subject to the provisions referred to herein
with respect to the redemption of the principal of this Bond before maturity. The interest so
payable on any Interest Payment Date shall be paid to the person in whose name this Bond
is registered at the close of business on the fifteenth day (whether or not a business day) of
the calendar month immediately preceding the Interest Payment Date. Interest hereon shall
be computed on the basis of a 360-day year composed of twelve 30-day months. The
interest hereon and, upon presentation and surrender hereof at the principal office of the
Registrar described below, the principal hereof are payable in lawful money of the United
States of America by check or draft drawn on U.S. Bank National Association, St. Paul,
Minnesota, as bond registrar, transfer agent and paying agent, or its successor designated
under the Resolution described herein (the Registrar). For the prompt and full payment of
such principal and interest as the same respectively become due, the full faith and credit
and taxing powers of the City have been and are hereby irrevocably pledged.
Resolution 15-57 - continued June 16, 2015
This Bond is one of an issue (the Bonds) in the aggregate principal amount of
$1,870,000 issued pursuant to a resolution adopted by the City Council on June 16, 2015
(the Resolution), to finance various street improvement projects in the City and is issued
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota
thereunto enabling, including Minnesota Statutes, Chapters 429 and 475. The Bonds are
issuable only in fully registered form, in the denomination of$5,000 or any integral multiple
thereof, of single maturities.
Bonds maturing in 2025 and later years shall be subject to redemption and
prepayment at the option of the City, in whole or in part, in such order of maturity dates as
the City may select and, within a maturity, by lot as selected by the Registrar (or, if
applicable, by the bond depository in accordance with its customary procedures) in
multiples of$5,000, on February 1, 2024, and on any date thereafter, at a price equal to the
principal amount thereof and accrued interest to the date of redemption. The City shall
cause 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
City shall default in the payment of the redemption price) such Bonds or portions of Bonds
shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds
will be delivered to the owner without charge, representing the remaining principal amount
outstanding.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS-
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing in the years 20_and 20_ shall be subject to mandatory
redemption, at a redemption price equal to their principal amount plus interest accrued
thereon to the redemption date, without premium, on February 1 in each of the years
shown below, in an amount equal to the following principal amounts:
Term Bonds Maturing in 20-- Term Bonds Maturing in 20--
Sinking Fund Aggregate Sinking Fund Aggregate
Payment Date Principal Amount Payment Date Principal Amount
Notice of redemption shall be given as provided in the preceding paragraph.]
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Registrar, by
the registered owner hereof in person or by the owner's attorney duly authorized in writing
Resolution 15-57 - continued June 16, 2015
upon surrender hereof together with a written instrument of transfer satisfactory to the
Registrar, duly executed by the registered owner or the owner's attorney, and may also be
surrendered in exchange for Bonds of other authorized denominations. Upon such transfer
or exchange the City will cause a new Bond or Bonds to be issued in the name of the
designated transferee or registered owner, of the same aggregate principal amount,
bearing interest at the same rate and maturing on the same date; subject to reimbursement
for any tax, fee or governmental charge required to be paid with respect to any such
transfer or exchange.
The Bonds have been designated as "qualified tax-exempt obligations" pursuant to
Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
The City and the Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, whether this Bond is overdue or not, for the
purpose of receiving payment as herein provided and for all other purposes, and neither the
City nor the Registrar shall be affected by any notice to the contrary.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered
in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name
of any other nominee of The Depository Trust Company or other securities depository, the
Registrar shall pay all principal of and interest on this Bond, and shall give all notices with
respect to this Bond, only to Cede & Co. or other nominee in accordance with the
operational arrangements of The Depository Trust Company or other securities depository
as agreed to by the City.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be
done, to exist, to happen and to be performed prior to and in the issuance of this Bond in
order to make it a valid and binding general obligation of the City in accordance with its
terms, have been done, do exist, have happened and have been performed as so required;
that, prior to the issuance hereof, the City Council has by the Resolution covenanted and
agreed to levy ad valorem taxes upon all taxable property in the City and special
assessments upon property specially benefited by the local improvements financed by the
Bonds, which taxes and special assessments will be collectible for the years and in
amounts sufficient to produce sums not less than five percent in excess of the principal of
and interest on the Bonds when due, and has appropriated such special assessments and
taxes to its General Obligation Improvement Bonds, Series 2015A Bond Fund for the
payment of principal and interest; that if necessary for payment of principal and interest,
additional ad valorem taxes are required to be levied upon all taxable property in the City,
without limitation as to rate or amount and that the issuance of this Bond, together with all
other indebtedness of the City outstanding on the date hereof and on the date of its actual
issuance and delivery, does not cause the indebtedness of the City to exceed any
constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Resolution until the Certificate of Authentication hereon
shall have been executed by the Registrar by manual signature of one of its authorized
representatives.
Resolution 15-57 - continued June 16, 2015
IN WITNESS WHEREOF, the City has caused this Bond to be executed on its
behalf by the facsimile signatures of its Mayor and City Manager.
CITY OF GOLDEN VALLEY, MINNESOTA
(facsimile signature — Mayor) (facsimile signature — City Manager)
SCHEDULEI
City of Golden Valley, Minnesota
General Obligation Improvement Bonds, Series 2015A
Payments on Special Assessments
Year of
Collection Principal Interest Total
2016'
2017
2018
2019
2020
2021
2022
2023
2024
2025
TOTAL
' Plus anticipated prepaid assessments of$
Resolution 15-57 - continued June 16, 2015
PROJECTED TAX LEVIES
Date Levy
2015 $
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Total $