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18-36 - 05-15 - Award Sale of $2,950,000 2018A Bond Resolution 18-36 May 15, 2018 Member Schmidgall introduced the following resolution and moved its adoption: RESOLUTION AWARDING THE SALE OF $2,950,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2018A 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, Hennepin County, Minnesota (the "City") as follows: Section 1. Sale of Bonds. 1.01. Authorization. It is hereby determined that it is necessary and expedient that the City issue approximately $2,950,000 General Obligation Improvement Bonds, Series 2018A (the "Bonds") pursuant to Minnesota Statutes, Chapters 429 and 475 (the "Act") to provide financing for certain assessable public improvements in the City, including without limitation the City's 2018 Pavement Management Program (the "Improvements"). The City is authorized by Minnesota Statutes, Section 475.60, Subdivision 2(9) to negotiate the sale of the Bonds if the City has retained an independent financial advisor in connection with such sale. The City has retained Springsted Incorporated as an independent financial consultant in connection with the sale of the Bonds. 1.02. Award to the Purchaser and Interest Rates. The proposal of Northland Securities Inc., in Minneapolis, Minnesota (the "Purchaser") to purchase the Bonds of the City described in the Terms of Proposal thereof 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$2,942,562.68, (par amount of $2,950,000.00, plus a net premium of $31,117.20 less underwriter's discount of$38,554.52) for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 2019 3.00% 2026 3.00% 2020 3.00% 2028* 3.00% 2021 3.00% 2031* 3.00% 2022 3.00% 2034* 3.125% 2023 3.00% 2036* 3.125% 2024 3.00% 2038* 3.375% 2025 3.00% * Term Bond 1.03. Purchase Contract. Any original issue premium and any rounding amount shall be credited to the Debt Service Fund hereinafter created or deposited in the Construction Fund hereinafter created, 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. Resolution No. 18-38 -2- May 15, 2018 1.04. Terms and Principal Amounts of Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act in the total principal amount of $2,950,000, originally dated the date of delivery, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows: Year Amount Year Amount 2019 $130,000 2026 $155,000 2020 145,000 2028* 320,000 2021 145,000 2031* 420,000 2022 145,000 2034* 420,000 2023 150,000 2036* 300,000 2024 150,000 2038* 315,000 2025 155,000 * Term Bond As may be requested by the Purchaser, one or more 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). 1.05. Optional Redemption. The City may elect on February 1, 2027, and on any day thereafter to prepay Bonds due on or after February 1, 2028. 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 7 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. 1.06. Term Bond; Mandatory Redemption. The Bonds maturing on February 1, 2028, February 1, 2031, February 1, 2034, February 1, 2036 and February 1, 2038, shall hereinafter be referred to collectively as the "Term Bonds." The principal amounts of the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial redemption of the Term Bonds credited against future mandatory sinking fund redemptions of such Term Bond in such order as the City shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part by lot at par plus accrued interest on the sinking fund installment dates and in the principal amounts as follows: Sinking Fund Installment Date Principal Amount February 1 , 2028 Term Bonds 2027 $160,000 2028 (maturity) 160,000 Resolution No. 18-38 -3- May 15, 2018 Sinking Fund Installment Date Principal Amount February 1, 2031 Term Bonds 2029 $165,000 2030 125,000 2031 (maturity) 130,000 Sinking Fund Installment Date Principal Amount February 1, 2034 Term Bonds 2032 $135,000 2033 140,000 2034 (maturity) 145,000 Sinking Fund Installment Date Principal Amount February 1, 2036 Term Bonds 2035 $150,000 2036 (maturity) 150,000 Sinking Fund Installment Date Principal Amount February 1, 2038 Term Bonds 2037 $155,000 2038 (maturity) 160,000 Section 2. Registration and Payment. 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, 2019, 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 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) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Resolution No. 18-38 -4- May 15, 2018 Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of a 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 fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. When 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. Bonds surrendered upon 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 a 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 the 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 a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is 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 payments so made to a 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 so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds in an amount sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is 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 the 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 evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Resolution No. 18-38 -5- May 15, 2018 Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. 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 is not 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) 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 is 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 Council, the City Finance Director must 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 executed on behalf of the City by the signatures of the Mayor and the City Clerk, provided that those 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 ceases 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, a Bond will not 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 a Bond is 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 upon payment of the purchase price in accordance with the contract Resolution No. 18-38 -6- May 15, 2018 of sale heretofore made and executed, and the Purchaser is not 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 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. Section 3. Form of Bond. 3.01. Form. The Bonds will be printed or typewritten in substantially the form attached hereto as Exhibit B. 3.02 Approving Legal Opinion. The City Finance Director is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01 Debt Service Fund. The Bonds are payable from the General Obligation Improvement Bonds, Series 2018A Debt Service Fund (the "Debt Service Fund") hereby created. The proceeds of general taxes hereinafter levied (the "Taxes"), special assessments (the "Assessments") levied or to be levied for the Improvements and all investment earnings on funds in the Debt Service Fund are hereby pledged to the Debt Service Fund. If a payment of principal or interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the City Finance Director is directed to pay such principal or interest from other funds of the City, and such fund will be reimbursed for those advances out of the proceeds of Assessments and Taxes when collected. There is hereby appropriated to the Debt Service Fund (i) any amount paid by the Purchaser over the minimum purchase price of the Bonds, to the extent designated for deposit in the Debt Service Fund and (ii) capitalized interest financed from Bond proceeds, if any. 4.02 Construction Fund. The proceeds of the Bonds, less the appropriations made in Section 4.01, together with any other funds appropriated for the Improvements, and the Assessments collected during the construction of the Improvements will be deposited in a separate construction fund (the "Construction Fund") to be used solely to defray expenses of the Improvements and the payment of principal and interest on the Bonds prior to the completion and payment of all costs of the Improvements. Any balance remaining in the Construction Fund after completion of the Improvements may be used to pay the cost in whole or in part of any other improvement instituted under the Act. When the Improvements are completed and the cost thereof paid, the Construction Fund is to be closed and subsequent collections of Assessments for the Improvements are to be deposited in the Debt Service Fund. 4.03. City Covenants. The City hereby covenants with the holders from time to time of the Bonds as follows: Resolution No. 18-38 -7- May 15, 2018 (a) It is hereby determined that at least 20% of the costs of the Improvements to the City will be paid by Assessments. The City has caused or will cause the Assessments for the Improvements 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 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 Bonds and interest thereon when due. (b) In the event of any current or anticipated deficiency in Assessments, the City Council will levy 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 Improvements, Assessments levied therefor and other funds appropriated for their payment, collections thereof and disbursements therefrom, monies on hand and, the balance of unpaid Assessments. (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. 4.04. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax (the "Taxes") 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. The taxes will be credited to the Debt Service Fund above provided and will be in the years and amounts set forth in EXHIBIT C. It is hereby determined that the estimated collections of Assessments 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. 4.05. Certification to County Auditor as to Debt Service Fund Amount It is hereby determined that the estimated collections of Assessments 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 County Auditor of Hennepin County the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the County Auditor will thereupon reduce the levy collectible during such year by the amount so certified. 4.06. County Auditor Certificate as to Registration. The City Clerk is authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County and to obtain the certificate required by Minnesota Statutes, Section 475.63. Section 5. Authentication of Transcript. Resolution No. 18-38 -8- May 15, 2018 5.01. City Proceedings and Records. The officers of the City are 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. 5.02. Certification as to Official Statement. The Mayor, City Manager, City Clerk and 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 a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. Section 6. Tax Covenants. 6.01. 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. 6.02. No Rebate Required. (a) 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, if the Bonds do not qualify for the small issuer exception to the federal arbitrage rebate requirements. (b) For purposes of qualifying for the small-issuer exception to the federal arbitrage rebate requirements, the City finds, determines and declares that the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities of the City) during the calendar year in which the Bonds are issued is not reasonably expected to exceed $5,000,000, within the meaning of Section 148(f)(4)(D) of the Code. 6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the Bonds or the Improvements financed or refinanced by the Bonds, 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. Resolution No. 18-38 -9- May 15, 2018 6.04. 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 any 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 2018 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2018 have been designated for purposes of Section 265(b)(3) of the Code. 6.05. 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 7. Book-Entry System; Limited Obligation of City. 7.01. 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 1.03 hereof. Upon initial issuance, the ownership of each such 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. 7.02. 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, 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 Resolution No. 18-38 -10- May 15, 2018 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 Manager 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 Manager will promptly deliver a copy of the same to the Registrar and Paying Agent. 7.03. 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. 7.04. 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. 7.05. 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 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 8. Continuing Disclosure. 8.01. 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 will not 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. Resolution No. 18-38 -11- May 15, 2018 8.02. 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. Section 9. Defeasance. 9.01. Pledges, Covenants, and Other Rights to Cease. When all Bonds (or any portion thereof) and all accrued 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 (or respective portion thereof) 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 (or respective portion thereof) 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 by depositing irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for this purpose, cash or securities which are backed by the full faith and credit of the United States of America, or any other security authorized under Minnesota law for such purpose, bearing interest payable at such times and at such rates and maturing on such dates and in such amounts as shall be required and sufficient, subject to sale and/or reinvestment in like securities, to pay said obligation(s), which may include any interest payment on such Bond and/or principal amount due thereon at a stated maturity (or if irrevocable provision shall have been made for permitted prior redemption of such principal amount, at such earlier redemption date). 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. (The remainder of this page is intentionally left blank.) Resolution No. 18-38 -12- May 15, 2018 9:�V-a h. ,�'/��- She and M. Harris, Vayor ATTEST: a--"� � Kristine A. Luedke, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Fonnest and upon a vote being taken thereon, the following voted in favor thereof: Clausen, Fonnest, Harris, Rosenquist and Schmidgall, 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. 18-38 -13- May 15, 2018 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 May 15, 2018 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 $2,950,000 General Obligation Improvement Bonds, Series 2018A of the City. WITNESS My hand of the City this 15th day of May, 2018. City Clerk Golden Valley, Minnesota Resolution No. 18-38 -14- May 15, 2018 EXHIBIT A PROPOSALS Springsted Incorporated 380 Jackson Street, Suite 300 © Springsted Saint Paul,MN 55101-2887 Tel: 651-223-3000 Fax 651-223-3002 Email: advisors@springsted.com www.springsted com $2,975,000(a) GOLDEN VALLEY,MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS,2018A (BOOK ENTRY ONLY) AWARD: NORTHLAND SECURITIES,INC. D.A.DAVIDSON&CO. J.J.B HILLIARD,W.L.LYONS,LLC SALE: May 15,2018 Moody's Rating: Aa1 Interest Net Interest True Interest Bidder Rates Price Cost Rate NORTHLAND SECURITIES, INC. 3.00% 2019-2031 $2,967,861.95(b) $948,804.11(b) 3.1433%(b) D A.DAVIDSON&CO 3.125% 2032-2036 J.J.B HILLIARD,W.L.LYONS,LLC 3.375% 2037-2038 ROBERT W.BAIRD&COMPANY, 3.00% 2019-2023 $2,988,131.20 $959,777.13 3.1742% INCORPORATED 4.00% 2024-2026 C.L. KING&ASSOCIATES, INC. 3.00% 2027-2032 DOUGHERTY&COMPANY LLC 3.125% 2033-2034 EDWARD JONES 3.25% 2035-2037 FIDELITY CAPITAL MARKETS 3.375% 2038 SAMCO CAPITAL MARKETS, INC. WNJ CAPITAL CREWS&ASSOCIATES, INC. DAVENPORT&COMPANY LLC DUNCAN-WILLIAMS, INC. ROSS, SINCLAIRE&ASSOCIATES,LLC LOOP CAPITAL MARKETS,LLC COUNTRY CLUB BANK OPPENHEIMER&CO. INC. SUMRIDGE PARTNERS, LLC R.SEELAUS&CO., INC. SIERRA PACIFIC SECURITIES,LLC ISAAK BOND INVESTMENTS IFS SECURITIES, INC. UMB BANK,N.A. W.H. MELL ASSOCIATES, INC. WAYNE HUMMER INVESTMENTS LLC FMS BONDS INC. FIRST KENTUCKY SECURITIES CORP. CENTRAL STATES CAPITAL MARKETS MIDLAND SECURITIES LIMITED ALAMO CAPITAL MULTI-BANK SECURITIES INC. (a) Subsequent to bid opening, the issue size decreased from$2,975,000 to$2,950,000. (b) Subsequent to bid opening, the price, net interest cost, and true interest rate have changed to$2,942,562.68, $946,266.33, and 3.1468%,respectively. Public Sector Advisors Resolution No. 18-38 -15- May 15, 2018 Interest Net Interest True Interest Bidder Rates Price Cost Rate FIRST SOUTHERN SECURITIES FTN CAPITAL MARKETS 4.00% 2019-2020 $3,015,559.71 $984,439.28 3.2296% 3.00% 2021-2023 4.00% 2024-2026 3.00% 2027-2030 3.25% 2031-2032 3.50% 2033-2038 STIFEL, NICOLAUS&COMPANY, 3.00% 2019-2030 $2,960,622.75 $983,787.67 3.2600% INCORPORATED 3.125% 2031-2032 3.25% 2033-2034 3.375% 2035-2036 3.50% 2037-2038 BERNARDI SECURITIES, 4.00% 2019-2027 $2,988,808.35 $1,028,973.94 3.4106% INCORPORATED 3.00% 2028-2030 3.20% 2031-2032 3.30% 2033-2034 3.40% 2035-2036 3.55% 2037-2038 -------------------------------------------------------------------------------------------------------------------------------------------------------------- REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield 3.00% 2019 1.83% 3.00% 2020 1.98% 3.00% 2021 2.02% 3.00% 2022 2.15% 3.00% 2023 2.25% 3.00% 2024 2.35% 3.00% 2025 2.45% 3.00% 2026 2.55% 3.00% 2028 2.70% 3.00% 2031 Par 3.125% 2034 3.15% 3.125% 2036 3.25% 3.375% 2038 3.40% BBI: 3.88% Average Maturity: 10.136 Years Resolution No. 18-38 -16- May 15, 2018 EXHIBIT B FORM OF BOND No. R- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2018A Date of Rate Maturity Original Issue CUSIP June , 2018 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 sum set forth above on the maturity date specified above, unless called for earlier redemption, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing February 1, 2019, to the person in whose name this Bond is registered at the close of business on the 15t' 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, Paying Agent, Transfer Agent and Authenticating 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, 2027, and on any date thereafter to prepay Bonds due on or after February 1, 2028. Redemption may be in whole or in part and if in part, at the option of the City and in such order as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify The 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 Bonds maturing on February 1, 2028, February 1, 2031, February 1, 2034, February 1, 2036 and February 1, 2038, shall hereinafter be referred to collectively as the "Term Bonds." The principal amounts of the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial redemption of the Term Bonds credited against future mandatory sinking fund redemptions of such Term Resolution No. 18-38 -17- May 15, 2018 Bond in such order as the City shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part by lot at par plus accrued interest on the sinking fund installment dates and in the principal amounts as follows: Sinking Fund Installment Date Principal Amount February 1, 2028 Term Bonds 2027 $160,000 2028 (maturity) 160,000 Sinking Fund Installment Date Principal Amount February 1, 2031 Term Bonds 2029 $165,000 2030 125,000 2031 (maturity) 130,000 Sinking Fund Installment Date Principal Amount February 1, 2034 Term Bonds 2032 $135,000 2033 140,000 2034 (maturity) 145,000 Sinking Fund Installment Date Principal Amount February 1, 2036 Term Bonds 2035 $150,000 2036 (maturity) 150,000 Sinking Fund Installment Date Principal Amount February 1 , 2038 Term Bonds 2037 $155,000 2038 (maturity) 160,000 The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") relating to disallowance of interest expense for financial institutions. This Bond is one of an issue in the aggregate principal amount of $2,950,000 all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on May 15, 2018 (the "Resolution"), for the purpose of providing money to finance various improvement projects within the City, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 429 and 475, and the principal hereof and interest hereon are payable from special assessments against property specially benefited by local improvements and from ad valorem taxes, as set forth in the Resolution No. 18-38 -18- May 15, 2018 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, and ad valorem 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, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution, Charter of the City and laws of the State of Minnesota, to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation of indebtedness. 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. 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 and has caused this Bond to be dated as of the date set forth below. Dated: 2018 CITY OF GOLDEN VALLEY, MINNESOTA (Facsimile) (Facsimile) City Clerk Mayor Resolution No. 18-38 -19- May 15, 2018 CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By Its Authorized Representative 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 UNIF GIFT MIN ACT Custodian in common (Cust) (Minor) TEN ENT -- as tenants under Uniform Gifts or by entireties Transfers to Minors JT TEN -- as joint tenants with right of survivorship and Act . . . . . . . . . . . . not as tenants in common (State) 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. 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: Resolution No. 18-38 -20- May 15, 2018 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, STAMP, 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. Date of Registration Registered Owner Signature of Registrar Cede & Co. Federal ID #13-2555119 Resolution No. 18-38 -21- May 15, 2018 EXHIBIT C $2,950,000 City of Golden Valley, Minnesota General Obligation Improvement Bonds, Series 2018A Post-Sale Tax Levies Payment Principal Coupon Interest Total P+I 105% Assessment Levy Levy/Collect Date Overlevy Required Year 02/01/2019 130,000.00 3.000% 57,116.51 187,116.51 196,472.34 200,000.00 (3,527.66) 2017/2018 02/01/2020 145,000.00 3.000% 86,681.25 231,681.25 243,265.31 65,970.93 177,294.38 2018/2019 02/01/2021 145,000.00 3.000% 82,331.25 227,331.25 238,697.81 61,166.66 177,531.15 2019/2020 02/01/2022 145,000.00 3.000% 77,981.25 222,981.25 234,130.31 59,057.46 175,072.85 2020/2021 02/01/2023 150,000.00 3.000% 73,631.25 223,631.25 234,812.81 56,948.26 177,864.55 2021/2022 02/01/2024 150,000.00 3.000% 69,131.25 219,131.25 230,087.81 54,839.08 175,248.73 2022/2023 02/01/2025 155,000.00 3.000% 64,631.25 219,631.25 230,612.81 52,729.88 177,882.93 2023/2024 02/01/2026 155,000.00 3.000% 59,981.25 214,981.25 225,730.31 50,620.68 175,109.63 2024/2025 02/01/2027 160,000.00 3.000% 55,331.25 215,331.25 226,097.81 48,511.48 177,586.33 2025/2026 02/01/2028 160,000.00 3.000% 50,531.25 210,531.25 221,057.81 46,402.30 174,655.51 2026/2027 02/01/2029 165,000.00 3.000% 45,731.25 210,731.25 221,267.81 44,293.10 176,974.71 2027/2028 02/01/2030 125,000.00 3.000% 40,781.25 165,781.25 174,070.31 - 174,070.31 2028/2029 02/01/2031 130,000.00 3.000% 37,031.25 167,031.25 175,382.81 175,382.81 2029/2030 02/01/2032 135,000.00 3.125% 33,131.25 168,131.25 176,537.81 176,537.81 2030/2031 02/01/2033 140,000.00 3.125% 28,912.50 168,912.50 177,358.13 177,358.13 2031/2032 02/01/2034 145,000.00 3.125% 24,537.50 169,537.50 178,014.38 178,014.38 2032/2033 02/01/2035 150,000.00 3.125% 20,006.25 170,006.25 178,506.56 178,506.56 2033/2034 02/01/2036 150,000.00 3.125% 15,318.75 165,318.75 173,584.69 173,584.69 2034/2035 02/01/2037 155,000.00 3.375% 10,631.25 165,631.25 173,912.81 173,912.81 2035/2036 02/01/2038 160,000.00 3.375% 5,400.00 165,400.00 173,670.00 - 173,670.00 2036/2037 Total $2,950,000.00 - $938,829.01 $3,888,829.01 $4,083,270.46 $740,539.83 $3,342,730.63 Resolution No. 18-38 -22- May 15, 2018 STATE OF MINNESOTA COUNTY AUDITOR'S CERTIFICATE AS TO COUNTY OF HENNEPIN TAX LEVY AND REGISTRATION I, the undersigned County Auditor of Hennepin County, Minnesota, hereby certify that a certified copy of a resolution adopted by the governing body of the City of Golden Valley, Minnesota, on May 15, 2018, levying taxes for the payment of$2,950,000 General Obligation Improvement Bonds, Series 2018A, of said municipality dated June14, 2018, has been filed in my office and said bonds have been entered on the register of obligations in my office and that such tax has been levied as required by law. WITNESS My hand and official seal this day of 12018. County Auditor Hennepin County, Minnesota (SEAL) Deputy