15-59 - 06-16 - Award Bond Series 2015C Resolution 15-59 June 16, 2015
Member Fonnest introduced the following resolution and moved its adoption:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING
FOR THE PAYMENT OF $6,695,000 GENERAL OBLIGATION
IMPROVEMENT REFUNDING BONDS, SERIES 2015C
BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the
Issuer), as follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to a resolution adopted by this Council on May 19,
2015, the Issuer has determined it to be in its best interests to issue its General Obligation
Improvement Refunding Bonds, Series 2015C (the Bonds), pursuant to Minnesota
Statutes, Chapter 475, to provide funds to be used, along with other available funds, to
refund (the Refunding), the 2019 through 2028 maturities of the Issuer's General Obligation
Improvement Bonds, Series 2008A (the "Series 2008A Bonds"), dated, as originally issued,
as of June 15, 2008, which maturities are presently outstanding in the principal amount of
$6,345,000 (the Refunded Bonds). February 1, 2018 (the Crossover Date) is the earliest
date upon which the Refunded Bonds may be redeemed without payment of premium. The
Refunding is being carried out for the purpose described in Minnesota Statutes, Section
475.67, subdivision 3, section (b)(2)(i) and in compliance with Minnesota Statutes, Chapter
475.
1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared
on behalf of the Issuer by Springsted Incorporated, sealed proposals for the purchase of
the Bonds were received at or before the time specified for receipt of proposals. The
proposals have been opened, publicly read and considered and the purchase price, interest
rates and net interest cost under the terms of each proposal have been determined. The
most favorable proposal received is that of , in ,
(the Purchaser), to purchase the Bonds at a price of$ 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 Issuer for the sale of the Bonds in accordance with the Terms of Proposal.
The good faith deposit of the Purchaser shall be retained and deposited by the Issuer until
the Bonds have been delivered and shall be deducted from the purchase price paid at
settlement.
1.04. Savings. It is hereby determined that:
(a) by the issuance of the Bonds, the Issuer will realize a substantial interest
rate reduction, a gross savings of approximately $ and a present value
savings (using the yield on the Bonds, computed in accordance with Section 148 of
Resolution 15-59 - continued June 16, 2015
the Internal Revenue Code of 1986, as amended (the Code), as the discount factor)
of approximately $ ; and
(b) as of the Crossover Date, the sum of (i) the present value of the debt
service on the Bonds, computed to their stated maturity dates, after deducting any
premium, using the yield of the Bonds as the discount rate, plus (ii) any expenses of
the refunding payable from a source other than the proceeds of the Bonds or
investment earnings thereon, is lower by % than the present value of the debt
service on the Refunded Bonds, exclusive of any premium, computed to their stated
maturity dates, using the yield of the Bonds as the discount rate.
SECTION 2. BOND TERMS: REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, now
existing, having happened and having been performed, it is now necessary for the City
Council to establish the form and terms of the Bonds, to provide security therefor and to
issue the Bonds forthwith.
2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds shall be
originally dated as of the date of issuance thereof, shall be in the denomination of $5,000
each, or any integral multiple thereof, of single maturities, shall mature on February 1 in the
years and amounts stated below, and shall bear interest from date of issue until paid or
duly called for redemption at the annual rates set forth opposite such years and amounts,
as follows:
Year Amount Rate Year Amount Rate
2019 $300,000 2024 $ 930,000
2020 305,000 2025 1,135,000
2021 305,000 2026 1,120,000
2022 310,000 2027 1,105,000
2023 100,000 2028 1,085,000
[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 Series 2008A Bonds not
refunded by the Bonds.
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond, the principal amount thereof shall be payable by check or draft
issued by the Registrar described herein, provided that, so long as the Bonds are
registered in the name of a securities depository, or a nominee thereof, in accordance with
Section 2.08 hereof, principal and interest shall be payable in accordance with the
operational arrangements of the securities depository.
Resolution 15-59 - continued June 16, 2015
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,
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 calendar month next preceding such Interest Payment Date, whether or not such day is
a business day. Interest shall be computed on the basis of a 360-day year composed of
twelve 30-day months.
2.04. Redemption. Bonds maturing in 2024 and later years shall be subject to
redemption and prepayment at the option of the Issuer, in whole or in part, in such order of
maturity dates as the Issuer may select and, within a maturity, by lot as selected by the
Registrar (or, if applicable, by the bond depository in accordance with its customary
procedures) in multiples of $5,000, on February 1, 2023, and on any date thereafter, at a
price equal to the principal amount thereof and accrued interest to the date of redemption.
The City Manager shall cause notice of the call for redemption thereof to be published if
and as required by law, and at least thirty and not more than 60 days prior to the
designated redemption date, shall cause notice of call for redemption to be mailed, by first
class mail, to the registered holders of any Bonds to be redeemed at their addresses as
they appear on the bond register described in Section 2.06 hereof, but no defect in or
failure to give such mailed notice of redemption shall affect the validity of proceedings for
the redemption of any Bond not affected by such defect or failure. Official notice of
redemption having been given as aforesaid, the Bonds or portions of Bonds so to be
redeemed shall, on the redemption date, become due and payable at the redemption price
therein specified and from and after such date (unless the Issuer shall default in the
payment of the redemption price) such Bonds or portions of Bonds shall cease to bear
interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the
owner without charge, representing the remaining principal amount outstanding.
[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_.
Resolution 15-59 - continued June 16, 2015
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 Issuer hereby appoints U.S. Bank
National Association, St. Paul, Minnesota, as the initial bond registrar, transfer agent and
paying agent (the Registrar). The Mayor and City Manager are authorized to execute and
deliver, on behalf of the Issuer, a contract with the Registrar. Upon merger or consolidation
of the Registrar with another corporation, if the resulting corporation is a bank or trust
company organized under the laws of the United States or one of the states of the United
States and authorized by law to conduct such business, such corporation shall be
authorized to act as successor Registrar. The Issuer agrees to pay the reasonable and
customary charges of the Registrar for the services performed. The Issuer reserves the
right to remove the Registrar, effective upon not less than thirty days' written notice and
upon the appointment and acceptance of a successor Registrar, in which event the
predecessor Registrar shall deliver all cash and Bonds in its possession to the successor
Registrar and shall deliver the Bond Register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties of the Issuer
and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust office a
bond register (the Bond Register) in which the Registrar shall provide for the
registration of ownership of Bonds and the registration of transfers and exchanges of
Bonds entitled to be registered, transferred or exchanged. The term Holder or
Bondholder as used herein shall mean the person (whether a natural person,
corporation, association, partnership, trust, governmental unit, or other legal entity)
in whose name a Bond is registered in the Bond Register.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed
by the Holder thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney
duly authorized by the Holder in writing, the Registrar shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Bonds of
a like aggregate principal amount and maturity, as requested by the transferor. The
Registrar may, however, close the books for registration of any transfer after the
fifteenth day of the month preceding each interest payment date and until such
interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the
registered owner for exchange the Registrar shall authenticate and deliver one or
more new Bonds of a like aggregate principal amount and maturity, as requested by
the registered owner or the owner's attorney in writing.
Resolution 15-59 - continued June 16, 2015
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall
be promptly canceled by the Registrar and thereafter disposed of as directed by the
Issuer.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is
satisfied that the endorsement on such Bond or separate instrument of transfer is
valid and genuine and that the requested transfer is legally authorized. The Registrar
shall incur no liability for the refusal, in good faith, to make transfers which it, in its
judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The Issuer and the Registrar may treat the
person in whose name any Bond is at any time registered in the bond register as the
absolute owner of the Bond, whether the Bond shall be overdue or not, for the
purpose of receiving payment of or on account of, the principal of and interest on the
Bond and for all other purposes, and all payments made to any registered owner or
upon the owner's order shall be valid and effectual to satisfy and discharge the
liability upon the Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds
(except for an exchange upon a partial redemption of a Bond), the Registrar may
impose a charge upon the owner thereof sufficient to reimburse the Registrar for any
tax, fee or other governmental charge required to be paid with respect to such
transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new
Bond of like amount, number, maturity date and tenor in exchange and substitution
for and upon cancellation of any such mutilated Bond or in lieu of and in substitution
for any Bond destroyed, stolen or lost, upon the payment of the reasonable
expenses and charges of the Registrar in connection therewith, and, in the case of a
Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory
to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and
upon furnishing to the Registrar of an appropriate bond or indemnity in form,
substance and amount satisfactory to it, in which both the Issuer and the Registrar
shall be named as obligees. All Bonds so surrendered to the Registrar shall be
canceled by it and evidence of such cancellation shall be given to the Issuer. If the
mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption in accordance with its terms it shall not be necessary to issue a new
Bond prior to payment.
(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.
(j) Valid Obligations. All Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Resolution as the Bonds surrendered upon
such transfer or exchange.
Resolution 15-59 - continued June 16, 2015
2.07. Execution, Authentication and Delivery. The Bonds shall be prepared under
the direction of the City Manager and shall be executed on behalf of the Issuer by the
signatures of the Mayor and the City Manager, provided that the signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or
a facsimile of whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if such officer had remained in office until delivery.
Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or
entitled to any security or benefit under this Resolution unless and until a certificate of
authentication on the Bond has been duly executed by the manual signature of an
authorized representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of authentication
on each Bond shall be conclusive evidence that it has been authenticated and delivered
under this Resolution. When the Bonds have been prepared, executed and authenticated,
the City Manager shall deliver them to the Purchaser upon payment of the purchase price
in accordance with the contract of sale heretofore executed, and the Purchaser shall not be
obligated to see to the application of the purchase price.
2.08. Securities Depository. (a) For purposes of this section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond, the
person in whose name such Bond is recorded as the beneficial owner of such Bond by a
Participant on the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York, New York.
"Participant" shall mean any broker-dealer, bank or other financial institution
for which DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant to
which the sender agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fully
registered bonds, and one Bond shall be issued in the principal amount of each stated
maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be
registered in the bond register in the name of Cede & Co., as nominee of DTC. The
Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of
the Bonds registered in its name for the purposes of payment of the principal of or interest
on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any
notice permitted or required to be given to registered owners of Bonds under this
Resolution, registering the transfer of Bonds, and for all other purposes whatsoever, and
neither the Registrar nor the Issuer shall be affected by any notice to the contrary. Neither
the Registrar nor the Issuer shall have any responsibility or obligation to any Participant,
any person claiming a beneficial ownership interest in the Bonds under or through DTC or
any Participant, or any other person which is not shown on the bond register as being a
Resolution 15-59 - continued June 16, 2015
registered owner of any Bonds, with respect to the accuracy of any records maintained by
DTC or any Participant, with respect to the payment by DTC or any Participant of any
amount with respect to the principal of or interest on the Bonds, with respect to any notice
which is permitted or required to be given to owners of Bonds under this Resolution, with
respect to the selection by DTC or any Participant of any person to receive payment in the
event of a partial redemption of the Bonds, or with respect to any consent given or other
action taken by DTC as registered owner of the Bonds. So long as any Bond is registered
in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and
interest on such Bond, and shall give all notices with respect to such Bond, only to Cede &
Co. in accordance with DTC's Operational Arrangements, and all such payments shall be
valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the
principal of and interest on the Bonds to the extent of the sum or sums so paid. No person
other than DTC shall receive an authenticated Bond for each separate stated maturity
evidencing the obligation of the Issuer to make payments of principal and interest. Upon
delivery by DTC to the Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such
new nominee in accordance with paragraph (e) hereof.
(c) In the event the Issuer determines that it is in the best interest of the
Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the
Issuer may notify DTC and the Registrar, whereupon DTC shall notify the Participants of
the availability through DTC of Bonds in the form of certificates. In such event, the Bonds
will be transferable in accordance with paragraph (e) hereof. DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to
the Issuer and the Registrar and discharging its responsibilities with respect thereto under
applicable law. In such event the Bonds will be transferable in accordance with paragraph
(e) hereof.
(d) The execution and delivery of the Representation Letter to DTC, if not
previously filed with DTC, by the Mayor or City Manager is hereby authorized and directed.
(e) In the event that any transfer or exchange of Bonds is permitted under
paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt
by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments
of transfer to 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
as Exhibit A hereto.
SECTION 3. USE OF PROCEEDS AND SECURITY.
3.01. Bond Proceeds. Upon payment for the Bonds by the Purchaser, the City
Manager shall deposit and apply the proceeds of the Bonds as follows:
Resolution 15-59 - continued June 16, 2015
(a) $ shall be deposited in escrow with U.S. Bank National Association, in
St. Paul, Minnesota (the Escrow Agent), the funds so deposited, together with funds of the
Issuer in such amount as may be required, to be invested in securities authorized for such
purpose by Minnesota Statutes, Section 475.67, subdivision 13, maturing on such dates
and bearing interest at such rates as are required to provide funds sufficient, with cash
retained in the escrow account, to pay all interest to become due on the Bonds to and
including the Crossover Date and to pay and redeem the outstanding principal of the
Refunded Bonds on the Crossover Date (and the amounts in such account are irrevocably
appropriated to such purposes); and (b) $ shall be used to pay issuance
expenses of the Bonds. The Mayor and City Manager are hereby authorized to enter into
an Escrow Agreement with the Escrow Agent establishing the terms and conditions for the
escrow account in accordance with Minnesota Statutes, Section 475.67.
3.02. General Obligation Improvement Refunding Bonds, Series 2015C Bond Fund.
So long as any of the Bonds are outstanding and any principal of or interest thereon
unpaid, the City Manager shall maintain a separate debt service fund on the official books
and records of the Issuer to be known as the General Obligation Improvement Refunding
Bonds, Series 2015C Bond Fund (the Bond Fund), and the principal of and interest on the
Bonds shall be payable from the Bond Fund. The Issuer irrevocably appropriates to the
Bond Fund (a) all receipts of principal and interest on the investments held in the escrow
account established pursuant to Section 3.01 to and including the Crossover Date (other
than the sum of $6,345,000 received from maturing investments on the Crossover Date to
be used to retire the Refunded Bonds); (b) commencing on the Crossover Date, special
assessments pledged pursuant to the resolution authorizing issuance of the Refunded
Bonds; (c) ad valorem taxes collected in accordance with the provisions of Section 3.03
hereof; and (d) such other funds as may be appropriated from time to time by the Issuer to
the Bond Fund to pay principal of and interest on the Bonds. The moneys on hand in the
Bond Fund from time to time shall be used solely to pay the principal of and interest on the
Bonds.
3.03. Pledge of Taxing Powers. or the prompt and full payment of the principal of
and interest on the Bonds as such payments respectively become due, the full faith, credit
and unlimited taxing powers of the Issuer shall be and are hereby irrevocably pledged. In
order to produce aggregate amounts which, together with collections of special
assessments pledged as described in Section 3.02 above, will produce not less than 5% in
excess of the amount needed to meet when due the principal and interest payments on the
Bonds, ad valorem taxes are hereby levied on all taxable property in the Issuer. The taxes
are to be levied and collected in the following years and amounts:
Levy Years Collection Years Amount
See attached Levy Computation
The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid,
provided that the Issuer reserves the right and power to reduce the tax levies in accordance
with the provisions of Minnesota Statutes, Section 475.61.
SECTION 4. DEFEASANCE. When all of the Bonds have been discharged as provided in
this Section, all pledges, covenants and other rights granted by this Resolution to the
Resolution 15-59 - continued June 16, 2015
Holders of the Bonds shall cease. The Issuer may discharge its obligations with respect to
any Bonds which are due on any date by depositing with the Registrar on or before that
date a sum sufficient for the payment thereof in full, or if any Bond should not be paid when
due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for
the payment thereof in full with interest accrued from the due date to the date of such
deposit. The Issuer may also discharge its obligations with respect to any prepayable
Bonds called for redemption on any date when they are prepayable according to their terms
by depositing with the Registrar on or before that date an amount equal to the principal,
interest and redemption premium, if any, which are then due, provided that notice of such
redemption has been duly given as provided herein. The Issuer may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with
the Registrar or with a bank or trust company qualified by law to act as an escrow agent for
this purpose, cash or securities which are authorized by law to be so deposited for such
purpose, bearing interest payable at such times and at such rates and maturing or callable
at the holder's option on such dates as shall be required to pay all principal and interest to
become due thereon to maturity or, if notice of redemption as herein required has been
irrevocably provided for, to an earlier designated redemption date, provided, however, that
if such deposit is made more than ninety days before the maturity date or specified
redemption date of the Bonds to be discharged, the Issuer shall have received a written
opinion of Bond Counsel to the effect that such deposit does not adversely affect the
exemption of interest on any Bonds from federal income taxation and a written report of an
accountant or investment banking firm verifying that the deposit is sufficient to pay when
due all of the principal and interest on the Bonds to be discharged on and before their
maturity dates or earlier designated redemption date.
SECTION 5. CERTIFICATION OF PROCEEDINGS.
5.01. Registration of Bonds. The City Manager is hereby authorized and directed to
file a certified copy of this Resolution with the County Auditor of Hennepin County and
obtain a certificate that the Bonds have been duly entered upon the County Auditor's bond
register and the tax required by law has been levied.
5.02. Authentication of Transcript. The officers of the Issuer and the County Auditor
are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey
& Whitney LLP, Bond Counsel, certified copies of all proceedings and records relating to
the Bonds and such other affidavits, certificates and information as may be required to
show the facts relating to the legality and marketability of the Bonds, as the same appear
from the books and records in their custody and control or as otherwise known to them, and
all such certified copies, affidavits and certificates, including any heretofore furnished, shall
be deemed representations of the Issuer as to the correctness of all statements contained
therein.
5.03. Official Statement. The Official Statement relating to the Bonds, dated May 26,
2015, prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby
approved, and the officers of the Issuer are hereby authorized and directed to execute such
certificates as may be appropriate concerning the accuracy, completeness and sufficiency
thereof. Springsted Incorporated is hereby authorized on behalf of the Issuer to prepare
and distribute to the Purchaser within seven business days from the date hereof a
Resolution 15-59 - continued June 16, 2015
supplement to the Official Statement listing the offering price, the interest rates, selling
compensation, delivery date, the underwriters and such other information relating to the
Bonds as is required to be included in the Official Statement by Rule 15c2-12 adopted by
the Securities and Exchange Commission (the SEC) under the Securities Exchange Act of
1934. The officers of the Issuer are hereby authorized and directed to execute such
certificates as may be appropriate concerning the accuracy, completeness and sufficiency
of the Official Statement.
SECTION 6. TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
6.01. General Tax Covenant. The Issuer covenants and agrees with the registered
owners from time to time of the Bonds that it will not take or permit to be taken by any of its
officers, employees or agents, any action which would cause the interest on the Bonds to
become includable in gross income of the recipient under the Code and applicable
Treasury Regulations (the Regulations), and covenants to take any and all affirmative
actions within its powers to ensure that the interest on the Bonds will not become
includable in the gross income of the recipient under the Code and the Regulations. The
Issuer has not and will not enter into any lease, management contract, operating
agreement, use agreement or other contract relating to the use or operation of the facilities
refinanced by the Bonds, or any portion thereof, or security for the payment of the Bonds
which would cause the Bonds to be considered "private activity bonds" or "private loan
bonds" pursuant to Section 141 of the Code.
6.02. Arbitrage Certification. The Mayor and City Manager, being the officers of the
Issuer charged with the responsibility for issuing the Bonds pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in accordance
with the provisions of Section 148 of the Code and Section 1.148-2(b) of the Regulations
stating the facts, estimates and circumstances in existence on the date of issue and
delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds
will not be used in a manner that would cause the Bonds to be arbitrage bonds within the
meaning of the Code and Regulations.
6.03. Arbitrage Rebate. The Issuer acknowledges that the Bonds are subject to the
rebate requirements of Section 148(f) of the Code. The Issuer covenants and agrees to
retain such records, make such determinations, file such reports and documents and pay
such amounts at such times as are required under said Section 148(f) and applicable
Regulations to preserve the exclusion of interest on the Bonds from gross income for
federal income tax purposes, unless the Bonds qualify for an exception from the rebate
requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the
Regulations and no "gross proceeds" of the Bonds (other than amounts constituting a
"bona fide debt service fund") arise during or after the expenditure of the original proceeds
thereof.
6.04. Qualified Tax-Exempt Obligations. The City Council hereby designates the
Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code
relating to the disallowance of interest expense for financial institutions, and hereby finds
that the reasonably anticipated amount of tax-exempt obligations which are not private
activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as
Resolution 15-59 - continued June 16, 2015
private activity bonds for the purpose of this representation) and are not excluded from this
calculation by Section 265(b)(3)(C)(ii) of the Code which will be issued by the Issuer and all
subordinate entities during calendar year 2015 does not exceed $10,000,000.
6.05. Redemption of Refunded Bonds. The City Manager is hereby directed to
advise U.S. Bank National Association, as paying agent for the Refunded Bonds, to call the
Refunded Bonds for redemption and prepayment on the Crossover Date and to give notice
of redemption in accordance with the resolution authorizing the issuance of the Refunded
Bonds.
6.06. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public
availability of certain information relating to the Bonds and the security therefor and to
permit the Purchaser and other participating underwriters in the primary offering of the
Bonds to comply with amendments to Rule 15c2-12 promulgated by the SEC under the
Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing
disclosure (as in effect and interpreted from time to time, the Rule), which will enhance the
marketability of the Bonds, the City hereby makes the following covenants and agreements
for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding
Bonds. The City is the only obligated person in respect of the Bonds within the meaning of
the Rule for purposes of identifying the entities in respect of which continuing disclosure
must be made. The City has complied in all material respects with any undertaking
previously entered into by it under the Rule. If the City fails to comply with any provisions of
this section, any person aggrieved thereby, including the Owners of any Outstanding
Bonds, may take whatever action at law or in equity may appear necessary or appropriate
to enforce performance and observance of any agreement or covenant contained in this
section, including an action for a writ of mandamus or specific performance. Direct, indirect,
consequential and punitive damages shall not be recoverable for any default hereunder to
the extent permitted by law. Notwithstanding anything to the contrary contained herein, in
no event shall a default under this section constitute a default under the Bonds or under
any other provision of this resolution. As used in this section, Owner or Bondowner means,
in respect of a Bond, the registered owner or owners thereof appearing in the bond register
maintained by the Registrar or any Beneficial Owner (as hereinafter defined) thereof, if
such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in
form and substance reasonably satisfactory to the Registrar. As used herein, Beneficial
Owner means, in respect of a Bond, any person or entity which (a) has the power, directly
or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond
(including persons or entities holding Bonds through nominees, depositories or other
intermediaries), or (b) is treated as the owner of the Bond for federal income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
subsection (c) hereof, either directly or indirectly through an agent designated by the City,
the following information at the following times:
(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
Resolution 15-59 - continued June 16, 2015
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.
(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;
Resolution 15-59 - continued June 16, 2015
(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
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;
Resolution 15-59 - continued June 16, 2015
(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
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
Resolution 15-59 - continued June 16, 2015
(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.
Shepafd M. Harris, M yor
ATTEST:
Kristine A. Luedke, City Clerk
The motion for the adoption of the foregoing resolution was seconded by Member
Schmidgall 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.
EXHIBIT A
FORM OF SERIES 2015C BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 2015C
No. R- $
Interest Rate Maturity Date Date of Original nal CUSIP NO.
Issue
% February 1, 20_ July 15, 2015
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF GOLDEN VALLEY, MINNESOTA (the Issuer), acknowledges itself to
be indebted and for value received hereby promises to pay to the registered owner named
above, or registered assigns, the principal amount specified above on the maturity date
specified above and promises to pay interest thereon from the date of original issue
specified above or from the most recent Interest Payment Date (as hereinafter defined) to
which interest has been paid or duly provided for, at the annual interest rate specified
above, payable on February 1 and August 1 of each year, commencing February 1, 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 next preceding such Interest Payment Date. Interest hereon shall be
computed on the basis of a 360-day year composed of twelve 30-day months. The interest
hereon and, upon presentation and surrender hereof at the principal office of the Registrar
described below, the principal hereof are payable in lawful money of the United States of
America by check or draft drawn on U.S. Bank National Association, St. Paul, Minnesota,
as bond registrar, transfer agent and paying agent (the Registrar), or its designated
successor under the Resolution described herein. For the prompt and full payment of such
principal and interest as the same respectively become due, the full faith and credit and
taxing powers of the Issuer have been and are hereby irrevocably pledged.
This Bond is one of an issue in the aggregate principal amount of $6,695,000 (the
Bonds) issued pursuant to a resolution adopted by the City Council on June 16, 2015 (the
Resolution) to provide funds, together with other available funds of the Issuer, to refund
outstanding general obligation improvement bonds previously issued by the Issuer. The
Resolution 15-59 - continued June 16, 2015
Bonds are issued pursuant to and in full conformity with the Constitution and laws of the
State of Minnesota thereunto enabling, including Minnesota Statutes, Chapter 475. The
Bonds are issuable only in fully registered form, in denominations of $5,000 or any integral
multiple thereof, of single maturities.
Bonds maturing in 2024 and later years shall be subject to redemption and
prepayment at the option of the Issuer, in whole or in part, in such order of maturity dates
as the Issuer may select and, within a maturity, by lot as selected by the Registrar (or, if
applicable, by the bond depository in accordance with its customary procedures) in
multiples of $5,000, on February 1, 2023, and on any date thereafter, at a price equal to the
principal amount thereof and accrued interest to the date of redemption. The Issuer shall
cause notice of the call for redemption thereof to be published if and as required by law,
and at least thirty and not more than 60 days prior to the designated redemption date, shall
cause notice of call for redemption to be mailed, by first class mail, to the registered holders
of any Bonds, at the holders' addresses as they appear on the bond register maintained by
the Registrar, but no defect in or failure to give such mailed notice of redemption shall
affect the validity of proceedings for the redemption of any Bond not affected by such
defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption date, become due and
payable at the redemption price therein specified and from and after such date (unless the
Issuer shall default in the payment of the redemption price) such Bonds or portions of
Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or
Bonds will be delivered to the owner without charge, representing the remaining principal
amount outstanding.
[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 Issuer at the principal office of the Registrar, by
the registered owner hereof in person or by the owner's attorney duly authorized in writing
upon surrender hereof together with a written instrument of transfer satisfactory to the
Registrar, duly executed by the registered owner or the owner's attorney, and may also be
surrendered in exchange for Bonds of other authorized denominations. Upon such transfer
Resolution 15-59 - continued June 16, 2015
or exchange the Issuer will cause a new Bond or Bonds to be issued in the name of the
transferee or registered owner, of the same aggregate principal amount, bearing interest at
the same rate and maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The Bonds have been designated as "qualified tax-exempt obligations" pursuant to
Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered
in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name
of any other nominee of The Depository Trust Company or other securities depository, the
Registrar shall pay all principal of and interest on this Bond, and shall give all notices with
respect to this Bond, only to Cede & Co. or other nominee in accordance with the
operational arrangements of The Depository Trust Company or other securities depository
as agreed to by the Issuer.
The Issuer and the Registrar may deem and treat the person in whose name this
Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for
the purpose of receiving payment and for all other purposes, and neither the Issuer nor the
Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be
done, to exist, to happen and to be performed prior to and in the issuance of this Bond in
order to make it a valid and binding general obligation of the Issuer in accordance with its
terms, have been done, do exist, have happened and have been performed as so required;
that the Issuer has established its General Obligation Improvement Refunding Bonds,
Series 2015C Bond Fund and has appropriated thereto certain investment earnings on the
proceeds of the Bonds, special assessments levied upon property specially benefited by
the local improvements refinanced by the Bonds and ad valorem taxes levied upon all
taxable property in the Issuer, which will be collectible in the years and in amounts not less
than five percent in excess of the amounts required to pay the principal of and interest on
the Bonds when due; that if necessary for payment of such principal and interest, additional
ad valorem taxes are required to be levied upon all taxable property in the Issuer, without
limitation as to rate or amount; and that the issuance of this Bond, together with all other
indebtedness of the Issuer outstanding on the date hereof and on the date of its actual
issuance and delivery, does not cause the indebtedness of the Issuer to exceed any
constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Resolution until the Certificate of Authentication hereon
shall have been executed by the Registrar by manual signature of one of its authorized
representatives.
Resolution 15-59 - continued June 16, 2015
IN WITNESS WHEREOF, the City of Golden Valley, Minnesota, by its City Council,
has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor
and City Manager and has caused this Bond to be dated as of the date set forth below.
CITY OF GOLDEN VALLEY, MINNESOTA
(facsimile signature — City Manager) (facsimile signature — Mayor)
PROJECTED LEVIES
Date Levy
(Levy/Collect)
2016/2017
2017/2018
2018/2019
2019/2020
2020/2021
2021/2022
2022/2023
2023/2024
2024/2025
2025/2026
2026/2027
Total