15-58 - 06-16 - Award Bond Series 2015B Resolution 15-58 June 16, 2015
Member Schmidgall introduced the following resolution and moved its adoption:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $800,000 GENERAL OBLIGATION
EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2015B
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. This Council, by resolution duly adopted on May 19, 2015,
authorized the issuance and sale of$800,000 General Obligation Equipment Certificates of
Indebtedness, Series 2015B (the Obligations) of the Issuer to finance the costs of acquiring
items of capital equipment (the Project). Said items of capital equipment have a useful life
not less than the term of the Obligations. The principal amount of the Obligations does not
exceed 0.25 percent of the market value of taxable property in the Issuer.
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 Obligations 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
and associates (the Purchaser), to purchase the Obligations at a price of
$ plus accrued interest on all Obligations to the day of delivery and payment,
on the further terms and conditions hereinafter set forth.
1.03. Award. The sale of the Obligations 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 Obligations in accordance with the terms of the
proposal. The good faith deposit of the Purchaser shall be retained by the Issuer until the
Obligations have been delivered, and shall be deducted from the purchase price paid at
settlement.
Section 2. Obligation Terms; Registration; Execution and Delivery.
2.01. Issuance of Obligations. 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 prior to and in the valid issuance of the Obligations 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 Obligations, to provide security therefor and
to issue the Obligations forthwith.
2.02. Maturities; Interest Rates; Denominations and Payment. The Obligations shall
be originally dated as of the date of issuance thereof, shall be in denominations of $5,000
or any integral multiple thereof, of single maturities, shall mature on February 1 in the years
Resolution 15-58 - continued June 16, 2015
and amounts stated below, without option of prior payment, and shall bear interest from
date of issue until paid at the annual rates set forth opposite such years and amounts, as
follows:
Year Amount Interest Rate
2017 $265,000
2018 265,000
2019 270,000
For purposes of compliance with Minnesota Statutes, Section 475.54, subdivision 1,
maturities of the Obligations shall be combined with those of the Issuer's General
Obligation Improvement Bonds, Series 2015A.
The Obligations shall be issuable only in fully registered form. The interest thereon and,
upon surrender of each Obligation at the principal office of the Registrar described herein,
the principal amount thereof, shall be payable by check or draft issued by the Registrar
described herein. Upon the initial delivery of the Obligations 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 Obligation so delivered, exchanged or transferred.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Obligations
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 Obligation so delivered,
exchanged or transferred. Interest on the Obligations 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 Obligations 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. The Obligations shall not be subject to prepayment prior to their
stated maturities.
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) for the Obligations. The Mayor and City Manager are
authorized to execute and deliver, on behalf of the Issuer, a contract with the Registrar. The
Issuer reserves the right to remove the Registrar upon thirty days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar shall
deliver all cash and Obligations 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 office a bond register in
which the Registrar shall provide for the registration of ownership of Obligations and
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the registration of transfers and exchanges of Obligations entitled to be registered,
transferred or exchanged.
(b) Transfer of Obligations. Upon surrender for transfer of any Obligation duly
endorsed by the registered owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing, the
Registrar shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Obligations 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 Obligations. Whenever any Obligations are surrendered by
the registered owner for exchange the Registrar shall authenticate and deliver one
or more new Obligations of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. All Obligations 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 Obligation is presented to
the Registrar for transfer, the Registrar may refuse to transfer the same until it is
satisfied that the endorsement on such Obligation 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 Issuer and the Registrar may treat the
person in whose name any Obligation is at any time registered in the bond register
as the absolute owner of the Obligation, whether the Obligation shall be overdue or
not, for the purpose of receiving payment of or on account of, the principal of and
interest on the Obligation 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 Obligation to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Obligations
(except for an exchange upon a partial redemption of an Obligation), 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 Obligations. In case any Obligation
shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a
new Obligation of like amount, number, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Obligation or in lieu of
and in substitution for any Obligation destroyed, stolen or lost, upon the payment of
the reasonable expenses and charges of the Registrar in connection therewith, and,
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in the case of an Obligation destroyed, stolen or lost, upon filing with the Registrar of
evidence satisfactory to it that the Obligation 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
Issuer and the Registrar shall be named as obligees. All Obligations 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 Obligation has already
matured or been called for redemption in accordance with its terms it shall not be
necessary to issue a new Obligation prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Obligations, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
0) Valid Obligations. All Obligations issued upon any transfer or exchange of
Obligations shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Resolution as the Obligations
surrendered upon such transfer or exchange.
2.07. Execution, Authentication and Delivery. The Obligations 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 Obligations shall cease to be such
officer before the delivery of any Obligation, 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 Obligation 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 Obligation has been duly executed by the manual
signature of an authorized representative of the Registrar. Certificates of authentication on
different Obligations need not be signed by the same representative. The executed
certificate of authentication on each Obligation shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Obligations 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 an Obligation, the
person in whose name such Obligation is recorded as the beneficial owner of such
Obligation 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 Obligations.
"DTC" shall mean The Depository Trust Company of New York, New York.
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"Participant" shall mean any broker-dealer, bank or other financial institution for
which DTC holds Obligations as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant to which the
sender agrees to comply with DTC's Operational Arrangements.
(b) The Obligations shall be initially issued as separately authenticated fully
registered obligations, and one Obligation shall be issued in the principal amount of each
stated maturity of the Obligations. Upon initial issuance, the ownership of such Obligations
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 Obligations registered in its name for the purposes of payment of the principal
of or interest on the Obligations, selecting the Obligations or portions thereof to be
redeemed, if any, giving any notice permitted or required to be given to registered owners
of Obligations under this resolution, registering the transfer of Obligations, 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
Obligations 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 Obligations, 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 Obligations, with respect to any notice which is permitted or required to be given to
owners of Obligations 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
Obligations, or with respect to any consent given or other action taken by DTC as
registered owner of the Obligations. So long as any Obligation is registered in the name of
Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on
such Obligation, and shall give all notices with respect to such Obligation, 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 Obligations to the extent of the sum or sums so paid. No
person other than DTC shall receive an authenticated Obligation 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 Obligations 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 Obligations 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 Obligations in the form of certificates. In such event, the
Obligations will be transferable in accordance with paragraph (e) hereof. DTC may
determine to discontinue providing its services with respect to the Obligations 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 Obligations will be transferable in
accordance with paragraph (e) hereof.
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(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 Obligations is permitted under
paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt
by the Registrar of the Obligations 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 Obligations in the form of certificates are issued to owners other
than Cede & Co., its successor as nominee for DTC as owner of all the Obligations, or
another securities depository as owner of all the Obligations, the provisions of this
resolution shall also apply to all matters relating thereto, including, without limitation, the
printing of such Obligations in the form of bond certificates and the method of payment of
principal of and interest on such Obligations in the form of bond certificates.
2.09. Form of Obligations. The Obligations shall be prepared in substantially the
form attached as Exhibit A hereto.
Section 3. General Obligation Equipment Certificates of Indebtedness, Series 20156
Sinking Fund. So long as any of the Obligations 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
Equipment Certificates of Indebtedness, Series 20156 Sinking Fund (the Sinking Fund),
and the principal of and interest on the Obligations shall be payable from the Sinking Fund.
The Issuer irrevocably appropriates to the Sinking Fund (a) the amount of$
received from the Purchaser; (b) all taxes levied and collected in accordance with this
Resolution; and (c) all other moneys as shall be appropriated by the City Council to the
Sinking Fund from time to time. If the balance in the Sinking Fund is at any time insufficient
to pay all interest and principal then due on all Obligations payable therefrom, the payment
shall be made from any fund of the Issuer which is available for that purpose, subject to
reimbursement from the Sinking 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.
Section 4. Pledge of Taxing Powers. For the prompt and full payment of the principal
of and interest on the Obligations 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 not less than 5% in excess of the amount
needed to meet when due the principal and interest payments on the Obligations, ad
valorem taxes are hereby levied on all taxable property in the Issuer. The taxes are to be
levied and collected in the following years and amounts:
Levy Years Collection Years Amount
2015-2016 2016-2017 See attached Levy Computation
The taxes shall be irrepealable as long as any of the Obligations 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.
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Section 5. Defeasance. When all of the Obligations have been discharged as
provided in this section, all pledges, covenants and other rights granted by this Resolution
to the holders of the Obligations shall cease. The Issuer may discharge its obligations with
respect to any Obligations 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 Obligation should
not be paid when due, it may nevertheless be discharged by depositing with the Registrar a
sum sufficient for the payment thereof in full with interest accrued from the due date to the
date of such deposit. The Issuer may also at any time discharge its obligations with respect
to any Obligations, subject to the provisions of law now or hereafter authorizing and
regulating such action, by depositing irrevocably in escrow, with a bank or trust company
qualified by law as an escrow agent for this purpose, cash or securities which are
authorized by law to be so deposited, bearing interest payable at such time and at such
rates and maturing or callable at the holder's option on such dates as shall be required to
pay all principal and interest to become due thereon to maturity.
Section 6. Certification of Proceedings.
6.01. Registration of Obligations and Levy of Taxes. 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 Obligations have been duly entered upon
the Auditor's bond register and the tax required by law has been levied.
6.02. 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 Obligations and such other affidavits, certificates and information as may be required to
show the facts relating to the legality and marketability of the Obligations, 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.
6.03. Official Statement. The Official Statement relating to the Obligations, dated
May 26, 2015, prepared and delivered on behalf of the Issuer by Springsted Incorporated,
is hereby approved. 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
Obligations 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 7. Tax Covenants; Arbitrage Matters; Reimbursement and Continuinq
Disclosure.
7.01. General Tax Covenant. The Issuer covenants and agrees with the registered
owners from time to time of the Obligations that it will not take, or permit to be taken by any
Resolution 15-58 - continued June 16, 2015
of its officers, employees or agents, any actions that would cause interest on the
Obligations 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 covenants to take any and all actions within its powers to ensure that the
interest on the Obligations will not become includable in gross income of the recipient
under the Code and the Regulations. In particular, the Issuer covenants and agrees that all
proceeds of the Obligations will be expended solely for the payment of the costs of
acquisition and installation of capital equipment to be owned and maintained by the Issuer
and used in the Issuer's general governmental operations. The Issuer shall not enter into
any lease, use or other agreement with any non-governmental person relating to the use of
the equipment or security for the payment of the Obligations which might cause the
Obligations to be considered "private activity bonds" or "private loan bonds" pursuant to
Section 141 of the Code.
7.02. Certification. The Mayor and City Manager being the officers of the Issuer
charged with the responsibility for issuing the Obligations 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 Regulations, stating the facts, estimates
and circumstances in existence on the date of issue and delivery of the Obligations which
make it reasonable to expect that the proceeds of the Obligations will not be used in a
manner that would cause the Obligations to be "arbitrage bonds" within the meaning of the
Code and Regulations.
7.03. Arbitrage Rebate. The City acknowledges that the Obligations 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 Obligations from gross income for
federal income tax purposes, unless the Obligations 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 Obligations (other than amounts
constituting a "bona fide debt service fund") arise during or after the expenditure of the
original proceeds thereof.
7.04. Reimbursement. The Issuer certifies that the proceeds of the Obligations will
not be used by the Issuer to reimburse itself for any expenditure with respect to the
equipment which the Issuer paid or will have paid more than 60 days prior to the issuance
of the Obligations unless, with respect to such prior expenditures, the Issuer shall have
made a declaration of official intent which complies with the provisions of Section 1.150-2
of the Regulations, provided that this certification shall not apply (i) with respect to certain
de minimis expenditures, if any, with respect to the equipment meeting the requirements of
Section 1.150-2(f)(1) of the Regulations, or (ii) with respect to "preliminary expenditures" for
the equipment as defined in Section 1.150-2(f)(2) of the Regulations which in the aggregate
do not exceed 20% of the "issue price" of the Obligations.
7.05. Qualified Tax-Exempt Obligations. The Obligations are hereby designated as
"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating to
the disallowance of interest expense for financial institutions, and the Issuer hereby finds
that the reasonably anticipated amount of tax-exempt governmental obligations (within the
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meaning of Section 265(b)(3) of the Code) which will be issued by the Issuer and all
subordinate entities during calendar year 2015 does not exceed $10,000,000.
7.06. 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:
(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,
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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.
(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;
Resolution 15-58 - continued June 16, 2015
(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
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);
Resolution 15-58 - continued June 16, 2015
(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
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
Resolution 15-58 - continued June 16, 2015
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.
Shep rd M. Harris, ayor
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, Schmidgall and Fonnest 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 15-58 - continued June 16, 2015
EXHIBIT A
FORM OF SERIES 2015B OBLIGATION
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS,
SERIES 2015B
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 Issuer), acknowledges itself to
be indebted and for value received hereby promises to pay the principal sum specified
above on the maturity date specified above, without option of prior payment, with interest
thereon from the date hereof at the annual rate specified above, payable on February 1 and
August 1 in each year, commencing February 1, 2016, to the person in whose name this
Obligation is registered at the close of business on the fifteenth day (whether or not a
business day) of the immediately preceding month. Interest hereon shall be computed on
the basis of a 360-day year composed of twelve 30-day months. The interest hereon and,
upon presentation and surrender hereof, the principal hereof are payable in lawful money of
the United States of America by check or draft or other agreed means of payment by U.S.
Bank National Association, St. Paul, Minnesota as Registrar 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, credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
This Obligation is one of an issue in the aggregate principal amount of $800,000
issued pursuant to a resolution adopted by the City Council on June 16, 2015 (the
Resolution), to finance the costs of acquisition of capital equipment, and is issued pursuant
to and in full conformity with the Constitution and laws of the State of Minnesota thereunto
enabling, including Minnesota Statutes, Section 412.301 and Chapter 475. The Obligations
are issuable only in fully registered form, in denominations of $5,000 or any integral
multiple thereof, of single maturities.
Resolution 15-58 - continued June 16, 2015
The Obligations are not subject to optional redemption prior to maturity.
As provided in the Resolution and subject to certain limitations set forth therein, this
Obligation 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 Obligations of other authorized
denominations. Upon such transfer or exchange the Issuer will cause a new Obligation or
Obligations 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.
Notwithstanding any other provisions of this Obligation, so long as this Obligation 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 Obligation, 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 Obligations have been designated as "qualified tax-exempt obligations"
pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
The Issuer and the Registrar may deem and treat the person in whose name this
Obligation is registered as the absolute owner hereof, whether this Obligation 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 Obligation
in order to make it a valid and binding general obligation of the Issuer in accordance with its
terms, have been done, do exist, have happened and have been performed as so required;
that, prior to the issuance hereof, the City Council has levied ad valorem taxes on all
taxable property in the Issuer, which taxes 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 Obligations when due, and has appropriated such taxes to its General
Obligation Equipment Certificates of Indebtedness, Series 2015B Sinking Fund for the
payment of such principal and interest; 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 Obligation,
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 Obligation 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
Resolution 15-58 - continued June 16, 2015
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 Obligation to be executed on its behalf by the facsimile signatures of the
Mayor and City Manager and has caused this Obligation to be dated as of the date set forth
below.
CITY OF GOLDEN VALLEY, MINNESOTA
(facsimile signature — Mayor) (facsimile signature — City Manager)
PROJECTED LEVIES
Date Levy
2016
2017
2018
Total