17-39 - 06-20 - Award Sales of Bonds Series 2017B Resolution 17-39 June 20, 2017
Member Schmidgall introduced the following resolution and moved its adoption:
RESOLUTION AWARDING THE SALE OF $1,935,000 GENERAL OBLIGATION
TAX INCREMENT ANDIMPROVEMENT BONDS, SERIES 2017B FIXING THEIR
FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT.
BE IT RESOLVED By the City Council of the City of Golden Valley, Minnesota (the "City") in
a regular meeting assembled as follows:
SECTION 1. Sale of Bonds
1.01. Improvement Bonds. It is determined that:
(a) assessable public infrastructure improvements (the "Improvement Project")
have been duly ordered by the City;
(b) the City is authorized by Minnesota Statutes, Chapter 429 (the "Improvement
Act"), to finance all or a portion of the cost of the Improvement Project by the issuance of
general obligation bonds of the City payable from special assessments levied against benefited
property and ad valorem taxes.
1.02. Tax Increment Bonds. It is also determined that:
(a) the City and the Housing and Redevelopment Authority of the City of Golden
Valley (the "HRA") have duly established the Highway 55 West Redevelopment Area (the
"Redevelopment Project Area") which is a "redevelopment project" under Minnesota
Statutes, Sections 469.001 to 469.047, as amended (the "HRA Act");
(b) the City and the HRA have duly established the Tax Increment Financing
(Renewal and Renovation) District within Highway 55 West Redevelopment Project
Area (the "TIF District") within the Redevelopment Project Area pursuant to the Minnesota
Statutes, Sections 469.174 through 469.1794, as amended (the "TIF Act");
(c) the City is authorized by Section 469.178 of the TIF Act to issue and sell its
general obligation bonds to pay all or a portion of the public redevelopment costs (the
"TIF Project") identified in the Modification No. 2 to the Tax Increment Financing Plan for
Tax Increment Financing (Renewal and Renovation) District within Highway 55 West
Redevelopment Project Area (the "TIF Plan");
1.03. Authorization to Negotiate. The City is authorized by Minnesota Statutes, Section
475.60, subdivision 2(9) to negotiate the sale of the Bonds, it being determined that the City has
retained a municipal advisor in connection with such sale. The City has retained Springsted
Incorporated (the "Municipal Advisor") as its municipal advisor in connection with the sale of the
Bonds and the actions of the City staff and the City's municipal advisor in negotiating the sale of
the Bonds are ratified and confirmed in all aspects.
1.04. Issuance of Bonds. The City has determined that it is necessary and expedient to the
sound financial management of the affairs of the City to issue general obligation improvement
bonds (the "Improvement Bonds") and general obligation tax increment bonds (the "TIF Bonds") as
Resolution No. 17-39 -2- June 20, 2017
one issue of bonds entitled the General Obligation Tax Increment and Improvement Bonds, Series
2017B (the "Bonds"), in the original aggregate principal amount of$1,935,000, to provide financing
for the Improvement Project and the TIF Project.
1.05. Award to the Purchaser and Interest Rates. The proposal of Robert W. Baird &
Company, Inc. in Milwaukee, Wisconsin (the "Purchaser") to purchase the Bonds is hereby found
and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase
the Bonds at a price of$1,992,467.25 plus accrued interest to date of delivery, for Bonds bearing
interest as follows:
Year Interest Year Interest
Rate Rate
2019 2.00% 2024 2.00%
2020 2.00% 2025 4.00%
2021 2.00% 2026 2.25%
2022 2.00% 2027 2.50%
2023 2.00% 2028 2.50%
1.06 Purchase Contract. Any original issue premium and any rounding amount shall be
credited to the Improvement Account or the TIF Account of the Debt Service Fund, the
Improvement Project Construction Fund, or the TIF Project Construction Fund hereinafter created
under Section 3.01 hereof, as determined by the City's Municipal Advisor and the City Finance
Director. The City Finance Director is directed to retain the good faith check of the Purchaser,
pending completion of the sale of the Bonds. The Mayor and City Clerk are directed to execute a
contract with the Purchaser on behalf of the City.
1.07. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the
Bonds pursuant to Improvement Act, the TIF Act and Minnesota Statutes, Chapter 475,
(collectively, the "Act"), in the total principal amount of$1,935,000, originally dated the date of
issuance, the Bonds being in fully registered form and issued in the denomination of$5,000 or any
integral multiple thereof, numbered No. R-1 and upward, bearing interest as above set forth, and
maturing on February 1 in the years and amounts as follows:
Year Amount Year Amount
2019 $ 95,000 2024 $200,000
2020 200,000 2025 205,000
2021 200,000 2026 210,000
2022 205,000 2027 210,000
2023 200,000 2028 210,000
$765,000 of the Bonds (the "Improvement Bonds") maturing in the amounts and on the dates set
forth below are being issued to finance certain public improvement costs which are secured by
special assessments against property benefited by such improvements (the "Assessments"):
Year of Year of
Maturity Amount Maturity Amount
2019 $80,000 2024 $75,000
2020 80,000 2025 75,000
2021 80,000 2026 75,000
2022 80,000 2027 75,000
2023 75,000 2028 70,000
Resolution No. 17-39 -3- June 20, 2017
The remaining $1,170,000 of the Bonds (the "TIF Bonds") maturing in the amounts and on the
dates set forth below are being issued to finance the certain public improvement costs within the
TIF District which are secured by certain tax increments derived from or transferred into the TIF
District to the extent pledged to the City by the EDA pursuant to the Pledge Agreement defined in
Section 3.04 ("Pledged Tax Increments"):
Year of Year of
Maturity Amount Maturity Amount
2019 $ 15,000 2024 $125,000
2020 120,000 2025 130,000
2021 120,000 2026 135,000
2022 125,000 2027 135,000
2023 125,000 2028 140,000
As may be requested by the Purchaser, one or more term Bonds ("Term Bonds") may be issued
having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
1.08. Optional Redemption. The City may elect on February 1, 2025, and on any day
thereafter to prepay Bonds due on or after February 1, 2026. Redemption may be in whole or in
part and if in part, at the option of the City and in such manner as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 6 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot
the amount of each participant's interest in such maturity to be redeemed and each participant will
then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments
will be at a price of par plus accrued interest.
SECTION 2. Form; Registration.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest
thereon and, upon surrender of each Bond, the principal amount thereof is payable by check or
draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated
as of the date of authentication, or(ii)the date of authentication is prior to the first interest payment
date, in which case the Bond will be dated as of the date of original issue. The interest on the
Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2018, to the
registered owners of record as of the close of business on the 15th day of the immediately
preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating
agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto are as follows:
(a) Re ister. The Registrar will keep at its principal corporate trust office a bond
register in which the Registrar will provide for the registration of ownership of Bonds and the
Resolution No. 17-39 -4- June 20, 2017
registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond 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 will 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 15th day of
the month preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. Any Bonds surrendered upon a transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar
for transfer, the Registrar may refuse to transfer the Bond until the Registrar 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 will incur no liability for the
refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond, whether such Bond is overdue or not, for the purpose of receiving payment
of, or on account of, the principal of and interest on such Bond and for all other purposes,
and all such payments so made to any such registered owner or upon the owner's order will
be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the
sum or sums to be paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner
thereof for every transfer or exchange of Bonds, 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 becomes mutilated
or be destroyed, stolen or lost, the Registrar will 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 such 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 such Bond was destroyed, stolen or lost, and of the
ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in
form, substance and amount satisfactory to it and as provided by law, in which both the City
Resolution No. 17-39 -5- June 20, 2017
and the Registrar will be named as obligees. All Bonds so surrendered to the Registrar will
be cancelled by the Registrar and evidence of such cancellation must be given to the City. If
the mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption in accordance with its terms it will not be necessary to issue a new Bond prior to
payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice thereof
identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the
redemption notice by first class mail (postage prepaid) not less than 30 days prior to the
date fixed for redemption to the registered owner of each Bond to be redeemed at the
address shown on the registration books kept by the Registrar and by publishing the notice
if required by law. Failure to give notice by publication or by mail to any registered owner, or
any defect therein, will not affect the validity of the proceedings for the redemption of Bonds.
Bonds so called for redemption will cease to bear interest after the specified redemption
date, provided that the funds for the redemption are on deposit with the place of payment at
that time.
2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National Association, St.
Paul, Minnesota, as the initial Registrar. The Mayor and the City Clerk are authorized to execute
and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of
the Registrar with another corporation, if the resulting corporation is a bank or trust company
authorized by law to conduct such business, the resulting corporation will be authorized to act as
successor Registrar. The City agrees to pay the reasonable and customary charges of the
Registrar for the services performed. The City reserves the right to remove the Registrar upon 30
days' notice and upon the appointment of a successor Registrar, in which event the predecessor
Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must
deliver the bond register to the successor Registrar. On or before each principal or interest due
date, without further order of this City Council, the City Finance Director will transmit to the
Registrar moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Finance Director and will be executed on behalf of the City by the signatures of
the Mayor and the City Clerk, provided that all signatures may be printed, engraved or lithographed
facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears
on the Bonds will cease to be such officer before the delivery of any Bond, that signature or
facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had
remained in office until delivery. Notwithstanding such execution, no Bond will 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 a 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 will be conclusive evidence that it has been authenticated and delivered under this
Resolution. When the Bonds have been so prepared, executed and authenticated, the City
Finance Director will deliver the same to the Purchaser thereof upon payment of the purchase
price in accordance with the contract of sale heretofore made and executed, and the Purchaser will
not be obligated to see to the application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one
or more typewritten temporary Bonds in substantially the form set forth in Exhibit B with such
Resolution No. 17-39 -6- June 20, 2017
changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon
the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
2.07. Form of Bonds. The Bonds will be printed or typewritten in substantially the form
attached hereto as Exhibit B.
2.08. Approving Legal Opinion. The City Finance Director will obtain a copy of the proposed
approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be
complete except as to dating thereof and will cause the opinion to be printed on or accompany
each Bond.
SECTION 3. Payment; Security; Pledges and Covenants.
3.01. (a) Debt Service Fund and Accounts Maintained in the Debt Service Fund. The
Bonds are payable from the Tax Increment and Improvement Bonds, Series 2017B Debt
Service Fund (the "Debt Service Fund") hereby created. The City will maintain an
Improvement Project Account(the "Improvement Account") and a Tax Increment Project
Account(the "TIF Account") in the Debt Service Fund.
(b) Improvement Account. The City Finance Director will timely deposit, except as
provided in Section 3.01(d), in the Improvement Account the special assessments
levied against the property specially benefited by the Improvements (the "Assessments")
and taxes levied or to be levied and allocated to the payment of debt service on the
Improvement Bonds (the "Taxes"), which Assessments and Taxes are pledged to that
account of the Debt Service Fund, except as provided in Section 3.01(d). There is also
appropriated to the Improvement Account of the Debt Service Fund (i) a pro rata portion any
amount over the minimum purchase price paid by the Purchaser, to the extent designated
for deposit in the to the Improvement Account of the Debt Service Fund in accordance with
Section 1.06 hereof; (ii) all investment earnings on funds in the Improvement Account; and
(iii) any and all other moneys which are properly available and are appropriated by the City
Council to the Improvement Account. If a payment of principal or interest on the
Improvement Bonds portion of the Bonds becomes due when there is not sufficient money
in the Improvement Account to pay the same, the City Finance Director is directed to pay
such principal or interest from the general fund of the City, and the general fund will be
reimbursed for those advances out of the proceeds of Assessments and Taxes when
received.
(c) TIF Account. The City Finance Director will timely deposit in the TIF Account the
Pledged Tax Increments that are pledged to that account of the Debt Service Fund.
There is also appropriated to the Improvement Account of the Debt Service Fund (i) a pro
rata portion any amount over the minimum purchase price paid by the Purchaser, to the
extent designated for deposit in the to the TIF Account of the Debt Service Fund in
accordance with Section 1.06 hereof; (ii) all investment earnings on funds in the TIF
Account; and (iii) any and all other moneys which are properly available and are
appropriated by the City Council to the TIF Account. If a payment of principal or interest on
the TIF Bonds portion of the Bonds becomes due when there is not sufficient money in the
TIF Account to pay the same, the City Finance Director is directed to pay such principal or
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interest from the general fund of the City, and the general fund will be reimbursed for
those advances out of the proceeds of Pledged Tax Increments when collected.
(d) Improvement Proiect Construction Fund. Proceeds of the Improvement Bonds, less
the appropriations made in Section 3.01(b) hereof, together with any other funds
appropriated for the Improvement Project and the Assessments and Taxes collected
during the construction of the Assessable Improvements, will be deposited in an separate
construction fund (the "Improvement Project Construction Fund") to be used solely to defray
expenses of the Improvement Project and the payment of principal of and interest on the
Improvement Bonds prior to the completion and payment of all costs of the Improvement
Project. Any balance remaining in the Improvement Project Construction Fund after
completion of the Improvement Project may be used to pay the cost in whole or in part of
any other improvement instituted under the Improvement Act, under the direction of the City
Council. Unless otherwise provided by the City Council, when the Improvement Project is
completed and the cost thereof paid, the Improvement Project Construction Fund is to be
closed and any subsequent collections of the Assessments are to be deposited in the
Improvement Account of the Debt Service Fund.
(e) TIF Project Construction Fund. Proceeds of the Bonds, less the appropriations
made in paragraph (c), together with any other funds appropriated by the City for the TIF
Project will be deposited in an separate construction fund (the "TIF Project Construction
Fund") to be used solely to defray expenses of the TIF Project and the payment of principal
and interest on the Bonds prior to the completion and payment of all costs of the TIF
Project. When the TIF Project is complete and the cost thereof paid, the TIF Project
Construction Fund will be closed and any balance therein will be deposited in the TIF
Account of the Debt Service Fund.
3.02. Covenants Relating to Assessments. It is hereby determined that the Improvement
Project will directly and indirectly benefit abutting property, and the City hereby covenants with the
holders from time to time of the Bonds as follows:
(a) The City has caused or will cause the Assessments for the Improvement
Project to be promptly levied so that the first installment will be collectible not later than
2018 and will take all steps necessary to assure prompt collection, and the levy of the
Assessments is hereby authorized. The City Council will cause to be taken with due
diligence all further actions that are required for the construction of each improvement
financed wholly or partly from the proceeds of the Improvement Bonds portion of the
Bonds, and will take all further actions necessary for the final and valid levy of the
Assessments and the appropriation of any other funds needed to pay the Improvement
Bonds portion of the Bonds and interest thereon when due.
(b) In the event of any current or anticipated deficiency in Assessments and
Improvement Bond Taxes, the City Council will levy additional ad valorem taxes in the
amount of the current or anticipated deficiency.
(c) The City will keep complete and accurate books and records showing: receipts and
disbursements in connection with the Improvement Project, Assessments levied therefor
and other funds appropriated for their payment, collections thereof and disbursements
therefrom, monies on hand and, the balance of unpaid Assessments.
Resolution No. 17-39 -8- June 20, 2017
(d)The City will cause its books and records to be audited at least annually and will
furnish copies of such audit reports to any interested person upon request.
3.03. Pledge of Taxes. The principal of and interest on the Bonds will be paid in part from
Assessments, Pledged Tax Increments and Taxes. It is determined that at least 20% of the cost of
the Improvement Project will be specially assessed against benefited properties and that 100% of
the cost of the TIF Project will be paid from Pledged Tax Increments.
(a) For the purpose of paying the principal of and interest on the Improvement Bonds
portion of the Bonds, there is hereby levied a direct annual irrepealable ad valorem tax upon
all of the taxable property in the City, which will be spread upon the tax rolls and collected
with and as part of other general taxes of the City. Such Taxes will be credited to the
Improvement Account above provided and will be in the years and amounts as follows (year
stated being year of levy for collection the following year):
Year Levy
(See Exhibit C)
The tax levy herein provided will be irrepealable until all of the Improvement Bonds
are paid, provided that the City Finance Director may annually, at the time the City makes its
tax levies, certify to the Taxpayer Services Division Manager the amount available in the
Improvement Account of the Debt Service Fund to pay principal and interest due during the
ensuing year on the Improvement Bonds, and the Taxpayer Services Division Manager will
thereupon reduce the levy collectable during such year by the amount so certified.
3.04. Pledge Agreement. A Tax Increment Pledge Agreement between the City and the
HRA (the "Pledge Agreement") is hereby approved and shall be executed in substantially the form
on file with the City, with such additions, deletions, and other changes as are approved by the City
Clerk. The Pledge Agreement is to be executed and delivered in order to satisfy the requirements
of Minnesota Statutes, Section 469.178, subdivision 2, and Sections 475.58, Subdivision 1, and
475.61, subdivision 1, of the Act. The Pledge Agreement creates rights in the City and the HRA but
is not intended to create duties or obligations of the City or the HRA to any other persons
(including the beneficial or registered owners of the Bonds) with respect to the Pledged Tax
Increments or other revenues described or referenced in the Pledge Agreement, except to the
extent required by applicable law, and is not intended to create rights in or claims by any other
persons (including the beneficial or registered owners of the Bonds)with respect to the Pledged
Tax Increments or other revenues described or referenced in the Pledge Agreement, except to the
extent required by applicable law. The City and the HRA may pledge Pledged Tax Increments to
any other obligation on a parity basis with the pledge hereunder, and may release the pledge of
any tax increments hereunder, including release of any parcel within any of the TIF District, so long
as the remaining pledged tax increments are reasonably expected to pay at least 20% of the
principal and interest when due on the outstanding Bonds.
3.05 Tax Increments. The City hereby appropriates Pledged Tax Increments to the TIF
Account of the Debt Service Fund, which appropriation is sufficient to pay more than 20% of the
principal of an interest on the TIF Bonds and shall continue until all of the TIF Bonds and any
additional bonds payable from the Debt Service Account, are paid or discharged. The City hereby
expressly reserves the right to use the Pledged Tax Increments to pay principal and interest on the
Resolution No. 17-39 -9- June 20, 2017
TIF Bonds and to finance other costs set forth in the applicable TIF Plan not financed hereby or to
finance costs of other projects to be undertaken from time to time within the Redevelopment
Project Area in accordance with the Redevelopment Plan therefor and the TIF Plan, as they may
from time to time be amended.
3.06. Certification to Taxpaver Services Division Manager of Hennepin County as to Debt
Service Fund Amount. It is hereby determined that the estimated collections of Assessments,
Pledged Tax Increments, and the foregoing Taxes will produce at least 5% in excess of the
amount needed to meet, when due, the principal and interest payments on the Bonds. The tax levy
herein provided is irrepealable until all of the Bonds are paid, provided that at the time the City
makes its annual tax levies the City Finance Director may certify to the Taxpayer Services Division
Manager of Hennepin County (the "Taxpayer Services Division Manager") the amount available in
the Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer
Services Division Manager will thereupon reduce the levy collectible during such year by the
amount so certified.
3.07. Taxpayer Services Division Manager's Certificate as to Registration. The City Clerk is
directed to file a certified copy of this Resolution with the Taxpayer Services Division Manager and
obtain the certificate required by Minnesota Statutes, Section 475.63.
SECTION 4. Authentication of Transcript.
4.01. City Proceedings and Records. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds,
certified copies of proceedings and records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other certificates, affidavits and transcripts as may be
required to show the facts within their knowledge or as shown by the books and records in their
custody and under their control, relating to the validity and marketability of the Bonds and such
instruments, including any heretofore furnished, may be deemed representations of the City as to
the facts stated therein.
4.02. Certification as to Official Statement. The Mayor, City Manager, City Clerk and City
Finance Director, or any of them, are hereby authorized and directed to certify that they have
examined the Official Statement, prepared and circulated in connection with the issuance and sale
of the Bonds and that to the best of their knowledge and belief the Official Statement is, as of the
date thereof, a complete and accurate representation of the facts and representations made
therein as of the date of the Official Statement.
SECTION 5. Tax Covenant.
5.01. Tax Exempt Bonds. The City covenants and agrees with the holders 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 subject to taxation under the
Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations
promulgated thereunder, in effect at the time of such actions, and that it will take or cause its
officers, employees or agents to take, all affirmative action within its power that may be necessary
to ensure that such interest will not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter amended and made applicable to the
Bonds.
Resolution No. 17-39 -10- June 20, 2017
5.02. Rebate. The City will comply with requirements necessary under the Code to establish
and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of
the Code, including without limitation requirements relating to temporary periods for investments,
limitations on amounts invested at a yield greater than the yield on the Bonds and the rebate of
excess investment earnings to the United States to the extent an exemption or exception is not
available to the City and the Bonds.
5.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Bonds or the Improvement Project or the TIF Project or to cause or permit them or any of them to
be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning
of Sections 103 and 141 through 150 of the Code.
5.04. Qualified Tax-Exempt Obligations. In order to qualify the Bonds as "qualified tax-
exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the
following factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds, that are not qualified 501(c)(3) bonds)which will be issued by the City (and
all subordinate entities of the City) during calendar year 2017 will not exceed $10,000,000;
and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2017 have been designated for purposes of Section 265(b)(3) of the Code.
5.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this
section.
SECTION 6. Book-Entry System; Limited Obligation of Citv.
6.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.07 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York,
New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the
outstanding Bonds will be registered in the registration books kept by the Registrar in the name of
Cede & Co., as nominee of DTC.
6.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying
Agent will have no responsibility or obligation to any broker dealers, banks and other financial
institutions from time to time for which DTC holds Bonds as securities depository the "Participants")
or to any other person on behalf of which a Participant holds an interest in the Bonds, including but
not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Resolution No. 17-39 -11- June 20, 2017
Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery
to any Participant or any other person (other than a registered owner of Bonds, as shown by the
registration books kept by the Registrar,) of any notice with respect to the Bonds, including any
notice of redemption, or(iii) the payment to any Participant or any other person, other than a
registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest
on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in
whose name each Bond is registered in the registration books kept by the Registrar as the holder
and absolute owner of such Bond for the purpose of payment of principal, premium and interest
with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and
for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on
the Bonds only to or on the order of the respective registered owners, as shown in the registration
books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and
discharge the City's obligations with respect to payment of principal of, premium, if any, or interest
on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of
Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond
evidencing the obligation of this resolution. Upon delivery by DTC to the City Finance Director of a
written notice to the effect that DTC has determined to substitute a new nominee in place of Cede
& Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt of such a
notice, the City Finance Director will promptly deliver a copy of the same to the Registrar and
Paying Agent.
6.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the "Representation Letter") which will govern payment of
principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any
Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree
to take all action necessary for all representations of the City in the Representation letter with
respect to the Registrar and Paying Agent, respectively, to be complied with at all times.
6.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the
Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will
notify the Participants, of the availability through DTC of Bond certificates. In such event the City
will issue, transfer and exchange Bond certificates as requested by DTC and any other registered
owners in accordance with the provisions of this Resolution. DTC may determine to discontinue
providing its services with respect to the Bonds at any time by giving notice to the City and
discharging its responsibilities with respect thereto under applicable law. In such event, if no
successor securities depository is appointed, the City will issue and the Registrar will authenticate
Bond certificates in accordance with this resolution and the provisions hereof will apply to the
transfer, exchange and method of payment thereof.
6.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and all notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
SECTION 7. Continuing Disclosure.
Resolution No. 17-39 -12- June 20, 2017
7.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and City Clerk and
dated the date of issuance and delivery of the Bonds, as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
7.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and carry out all of the provisions of the Continuing
Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to
comply with the Continuing Disclosure Certificate is not to be considered an event of default with
respect to the Bonds; however, any Bondholder may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the City to
comply with its obligations under this section.
Section 8. Defeasance. When all Bonds and all interest thereon, have been discharged as
provided in this section, all pledges, covenants and other rights granted by this resolution to the
holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the
prompt and full payment of the principal of and interest on the Bonds will remain in full force and
effect. The City may discharge all 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. 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 to the date of such deposit.
Shepard M. Harris,-mayor
ATTEST:
Kristine A. Lue ke, City Clerk
The motion for the adoption of the foregoing resolution was seconded by Member Clausen
and upon a vote being taken thereon, the following voted in favor thereof: Clausen, Fonnest, Harris
and Schmidgall, the following was absent: Snope 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 No. 17-39 -13- June 20, 2017
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF GOLDEN VALLEY )
I, the undersigned, being the duly qualified and acting City Clerk of the City of Golden Valley,
Hennepin County, Minnesota, do hereby certify that I have carefully compared the attached and
foregoing extract of minutes of a regular meeting of the City Council of the City held on June 20, 2017
with the original minutes on file in my office and the extract is a full, true and correct copy of the
minutes insofar as they relate to the issuance and sale of$1,935,000 General Obligation Tax
Increment and Improvement Bonds, Series 2017B of the City.
WITNESS my hand officially as such City Clerk this 20th day of June, 2017.
City Clerk
Resolution No. 17-39 -14- June 20, 2017
Springsted Incorporated
EXHIBIT A 380 Jackson Street, Suite 300
Saint Paul,MN 55101-2887
Proposals Tel: 651-223-3000
® Fax: 651-223-3002
S p r i n g s t e d Email: advisors@springsted.com
www.springsted.com
$1,935,OOO(a)
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION TAX INCREMENT AND IMPROVEMENT BONDS, SERIES 2017B
(BOOK ENTRY ONLY)
AWARD: ROBERT W. BAIRD &COMPANY, INCORPORATED
AND SYNDICATE
SALE: June 20, 2017
Moody's Rating: Aa1
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
ROBERT W. BAIRD &COMPANY, 2.00% 2019-2024 $1,992,386.80(b) $242,925.42(b) 1.9481%(b)
INCORPORATED 4.00% 2025
C.L. KING &ASSOCIATES 2.25% 2026
DOUGHERTY&COMPANY LLC 2.50% 2027-2028
VINING-SPARKS IBG,
LIMITED PARTNERSHIP
EDWARD D. JONES &COMPANY
FIDELITY CAPITAL MARKETS SERVICES
WNJ CAPITAL
CREWS &ASSOCIATES
DAVENPORT &COMPANY LLC
DUNCAN-WILLIAMS, INC.
ROSS, SINCLAIRE &ASSOCIATES, LLC
LOOP CAPITAL MARKETS, LLC
COUNTRY CLUB BANK
OPPENHEIMER&CO. INC.
SUMRIDGE PARTNERS
R. SEELAUS &COMPANY, INC.
SIERRA PACIFIC SECURITIES
ISAAK BOND INVESTMENTS, INC.
ALAMO CAPITAL
IFS SECURITIES
RAFFERTY CAPITAL MARKETS
FIRST EMPIRE SECURITIES
UMB BANK, N.A.
W.H. MELL ASSOCIATES
WAYNE HUMMER INVESTMENTS LLC
FMS BONDS, INC.
CENTRAL STATES CAPITAL MARKETS
MIDLAND SECURITIES
(a) Subsequent to bid opening, the total issue size was not changed,•however, certain individual maturity amounts have changed.
(b) Subsequent to bid opening, the price, net interest cost, and true interest rate have changed to$1,99Z467.25, $243,883.24, and
1.9494%,respectively.
Public Sector Advisors
Resolution No. 17-39 -15- June 20, 2017
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
NORTHLAND SECURITIES, INC. 3.00% 2019-2025 $2,011,058.60 $246,515.67 1.9756%
2.00% 2026
2.25% 2027
2.50% 2028
STIFEL, NICOLAUS &COMPANY, 3.00% 2019-2028 $2,037,201.50 $263,997.25 2.0912%
INCORPORATED
-----------------------------------------------------------------------------------------------------------------------------------------------------------------
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
2.00% 2019 1.00%
2.00% 2020 1.15%
2.00% 2021 1.25%
2.00% 2022 1.40%
2.00% 2023 1.55%
2.00% 2024 1.65%
4.00% 2025 1.80%
2.25% 2026 1.90%
2.50% 2027 2.05%
2.50% 2028 2.15%
BBI: 3.53%
Average Maturity: 6.308 Years
Resolution No. 17-39 -16- June 20, 2017
EXHIBIT B
Bond Form
No. R- $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION TAX INCREMENT AND
IMPROVEMENT BOND, SERIES 2017B
Date of
Rate Maturity Date Original Issue CUSIP
February 1, 20_ July 20, 2017
Registered Owner: Cede & Co.
The City of Golden Valley, Minnesota, a duly organized and existing municipal corporation
in Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value
received hereby promises to pay to the Registered Owner specified above or registered assigns,
the principal amount specified above on the Maturity Date specified above, with interest thereon
from the date hereof at the annual rate specified above (calculated on the basis of a 360 day year
of twelve 30 day months), payable February 1 and August 1 in each year, commencing February
1, 2018, to the person in whose name this Bond is registered at the close of business on the 15th
day (whether or not a business day) of the immediately preceding month. 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 by U.S. Bank National Association, St. Paul, Minnesota,
as Registrar, Authenticating Agent and Paying Agent, 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 City have been
and are hereby irrevocably pledged.
The City may elect on February 1, 2025, and on any day thereafter to prepay Bonds due on
or after February 1, 2026. Redemption may be in whole or in part and if in part, at the option of the
City and in such principal amounts, maturities and manner as the City will determine. If less than all
Bonds of a maturity are called for redemption, the City will notify Depository Trust Company
("DTC") of the particular amount of such maturity to be prepaid. DTC will determine by lot the
amount of each participant's interest in such maturity to be redeemed and each participant will
then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments
will be at a price of par plus accrued interest.
The City has designated the Bonds as "qualified tax-exempt obligations" pursuant to Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
This Bond is one of an issue in the aggregate principal amount of$1,935,000 all of like
original date and tenor, except as to number, maturity date, redemption privilege and interest rate,
issued pursuant to a resolution adopted by the City Council on June 20, 2017 (the "Resolution"),
Resolution No. 17-39 -17- June 20, 2017
for the purpose of providing monies aid in financing the costs of certain local infrastructure
improvements, and certain public redevelopment costs of projects in the Highway 55 West
Redevelopment Area established by the Housing and Redevelopment Authority of the City of
Golden Valley (the "HRA"), and pursuant to and in full conformity with the Constitution and laws of
the State of Minnesota, including Minnesota Statutes, Chapters 429, 469 and 475, and the
principal hereof and interest hereon are payable in part from special assessments levied against
property specially benefited by local improvements, in part from certain tax increment revenues
resulting from increases in assessed valuation of real property in the HRA's Tax Increment
Financing (Renewal and Renovation) District within Highway 55 West Redevelopment Project Area
pledged by the HRA under a Tax Increment Pledge Agreement between the HRA the City dated as
of the date hereof (the "Pledge Agreement"), and in part from ad valorem taxes as set forth in the
Resolution to which reference is made for a full statement of rights and powers thereby conferred.
The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City
Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in
the event of any deficiency in special assessments, pledged tax increments and taxes pledged,
which taxes may be levied without limitation as to rate or amount. The Bonds of this series are
issued only as fully registered Bonds in denominations of$5,000 or any integral multiple thereof of
single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to the Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of
other authorized denominations. Upon such transfer or exchange the City will cause a new Bond
or Bonds to be issued in the name of the 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 City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar will be affected
by any notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by
the Constitution and laws of the State of Minnesota to be done, to happen and to be performed
preliminary to and in the issuance of this Bond have been done, have happened and have been
performed in regular and due form, time and manner, that prior to the issuance of this Bond the
City Council of the City of Golden Valley has provided funds for the payment of principal and
interest on the Bonds of this issue as the same become due, and the full faith and credit of the City
is pledged for their payment and additional taxes will be levied, if required for such purpose,
without limitation as to the rate of amount; and that this Bond, together with all other indebtedness
of the City outstanding on the date of its issuance, does not exceed any constitutional, or statutory
limitation thereon.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Registrar by manual signature of one of its authorized representatives.
Resolution No. 17-39 -18- June 20, 2017
IN WITNESS WHEREOF, the City of Golden Valley, Hennepin County, Minnesota, by its
City Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Clerk, the corporate seal having been intentionally omitted as
permitted by law, and has caused this Bond to be dated as of the date set forth below.
Dated: , 2017
CITY OF GOLDEN VALLEY, MINNESOTA
(Facsimile)
Mayor
(Facsimile)
City Clerk
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
By
Authorized Representative
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
TEN ENT--as tenants by entireties under Uniform Gifts or Transfers to
Minors Act, State of
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does
hereby irrevocably constitute and appoint attorney to transfer the said
Bond on the books kept for registration of the within Bond, with full power of substitution in the
premises.
Resolution No. 17-39 -19- June 20, 2017
Dated:
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration or
any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature
guarantee program" as may be determined by the Registrar in addition to, or in substitution for,
STEMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is held
by joint account.)
Please insert social security or other identifying
number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Officer of Registrar
Cede & Co.
Federal ID #13-2555119
Resolution No. 17-39 -20- June 20, 2017
EXHIBIT C
Improvement Bond Levy
$765,000
City of Golden Valley, Minnesota
General Obligation Tax Increment and Improvement Bonds, Series 2017B
Highway 55 Improvements - Improvement Portion
Post-Sale Tax Levies
Payment Principal Coupon Interest Total P+I Cap. 105% Assessment Levy Levy/Collect
Date Interest Overlevy Income Amount Year
02/01/2018 - - 9,397.47 9,397.47 (9,397.47) - - - 2016/2017
02/01/2019 80,000.00 2.000% 17,712.50 97,712.50 102,598.13 82,751.71 19,846.42 2017/2018
02/01/2020 80,000.00 2.000% 16,112.50 96,112.50 100,918.13 79,993.30 20,924.83 2018/2019
02/01/2021 80,000.00 2.000% 14,512.50 94,512.50 99,238.13 77,234.92 22,003.21 2019/2020
02/01/2022 80,000.00 2.000% 12,912.50 92,912.50 - 97,558.13 74,476.52 23,081.61 2020/2021
02/01/2023 75,000.00 2.000% 11,312.50 86,312.50 - 90,628.13 71,718.14 18,909.99 2021/2022
02/01/2024 75,000.00 2.000% 9,812.50 84,812.50 - 89,053.13 68,959.76 20,093.37 2022/2023
02/01/2025 75,000.00 4.000% 8,312.50 83,312.50 87,478.13 66,201.36 21,276.77 2023/2024
02/01/2026 75,000.00 2.250% 5,312.50 80,312.50 84,328.13 63,442.95 20,885.18 2024/2025
02/01/2027 75,000.00 2.500% 3,625.00 78,625.00 82,556.25 60,684.57 21,871.68 2025/2026
02/01/2028 70,000.00 2.500% 1,750.00 71,750.00 75,337.50 57,926.17 17,411.33 2026/2027
Total $765,000.00 - $110,772.47 $875,772.47 (9,397.47) $909,693.75 $703,389.40 $206,304.35 -