19-40 - 06-18 - Issue Award of Sale for $1,770,000 Bonds, Series 2019A RESOLUTION NO. 19-40
A RESOLUTION AUTHORIZING ISSUANCE AWARDING SALE, AND
PRESCRIBING THE FORM AND DETAILS AND PROVIDING PAYMENT
FOR THE $1,770,000 GENERAL OBLIGATION
IMPROVEMENT BONDS, SERIES 2019A
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 $1,770,000 General Obligation Improvement Bonds,
Series 2019A (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 2019 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 municipal advisor in
connection with such sale. The City has retained Baker Tilly Municipal Advisors, LLC, in
Saint Paul, Minnesota as an independent municipal advisor in connection with the sale of
the Bonds.
1.02. Award to the Purchaser and Interest Rates. The proposal of Robert W. Baird
& Co., Incorporated, in Milwaukee, Wisconsin (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$1,937,155.71 (par amount of$1,770,000.00, plus a premium of$188,429.85 less
an underwriter's discount of $21,274.14), for Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2020 5.00% 2028 5.00%
2021 5.00% 2029 5.00%
2022 5.00% 2031* 3.00%
2023 5.00% 2033* 3.00%
2024 5.00% 2035* 3.00%
2025 5.00% 2037* 3.00%
2026 5.00% 2039* 3.00%
2027 5.00%
' Term Bonds
1.03. Purchase Contract. Any amount paid by the Purchaser over the minimum
purchase price shall be credited to the Debt Service Fund hereinafter created or deposited
in the Construction Fund hereinafter created, as determined by the City Finance Director in
consultation with the City's municipal advisor. The City Finance Director is directed to retain
the good faith check of the Purchaser, pending completion of the sale of the Bonds. The
Resolution No. 19-40 -2- June 18, 2019
Mayor and City Clerk are directed to execute a contract with the Purchaser on behalf of the
City, if requested by the Purchaser.
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$1,770,000.00, originally
dated as of the date of delivery, in fully registered form, in denominations 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
2020 $ 40,000 2028 $ 140,000
2021 40,000 2029 145,000
2022 40,000 2031* 240,000
2023 40,000 2033* 190,000
2024 40,000 2035* 200,000
2025 40,000 2037* 215,000
2026 40,000 2039* 225,000
2027 135,000
Term Bonds
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, 2029, and on any
day thereafter to prepay Bonds maturing on or after February 1, 2030. 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,
2031, February 1, 2033, February 1, 2035, February 1, 2037 and February 1, 2039, 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:
Resolution No. 19-40 -3- June 18, 2019
Sinking Fund Installment Date Principal Amount
February 1, 2031 Term Bonds
2030 $150,000
2031 (maturity) 90,000
Sinking Fund Installment Date Principal Amount
February 1, 2033 Term Bonds
2032 $95,000
2033 (maturity) 95,000
Sinking Fund Installment Date Principal Amount
February 1, 2035 Term Bonds
2035 $100,000
2035 (maturity) 100,000
Sinking Fund Installment Date Principal Amount
February 1, 2037 Term Bonds
2036 $105,000
2037 (maturity) 110,000
Sinking Fund Installment Date Principal Amount
February 1, 2039 Term Bonds
2038 $110,000
2039 (maturity) 115,000
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, 2020, 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.
Resolution No. 19-40 -4- June 18, 2019
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
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 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. 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 then 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.
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(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 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,
written 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) 30 days prior to the date of 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 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
Resolution No. 19-40 -6- June 18, 2019
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 thereof upon payment of the purchase price in
accordance with the contract of sale heretofore made and executed, and the Purchaser is
not obligated to see to the application of the purchase price.
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 2019A Debt Service Fund (the "Debt Service Fund") hereby
created. The Debt Service Fund shall be administered and maintained by the Finance
Director as a bookkeeping account separate and apart from all other funds maintained in
the official financial records of the City. Amounts in the Debt Service Fund are irrevocably
pledged to the Bonds. To the Debt Service Fund hereby created, there is hereby pledged
and irrevocably appropriated and there will be credited: (A) the proceeds of ad valorem
taxes herein or hereafter levied (the "Taxes"), and, subject to 4.02, the special
assessments levied against the property specially benefited by the Improvements (the
"Assessments"); (B) capitalized interest financed from Bond proceeds, if any; (C) the
amount over the minimum purchase price paid by the Purchaser, to the extent designated
for deposit in the Debt Service Fund in accordance with Section 1.03 hereof; and (D) all
investment earnings on funds in the Debt Service Fund; and (E) any and all other moneys
which are properly available and are appropriated by the City Council 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.
4.02 Construction Fund. The proceeds of the Bonds, less the appropriations made
in Section 4.01, together with the Assessments collected during the construction of the
Improvements and any other funds appropriated for the Improvements will be deposited in
a separate construction fund (the "Construction Fund") to be used solely to defray
Resolution No. 19-40 -7- June 18, 2019
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 and the costs thereof paid,
may be used as provided in Minnesota Statutes, section 475.65. Thereafter, the
Construction Fund is to be closed and any remaining balances therein and subsequent
collections of Assessments for the Improvements and any Taxes 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:
(a) It is hereby determined that that the Improvements will directly and
indirectly benefit abutting property and other identified property, and 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 2020 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 fumish copies of such audit reports to any interested person upon request.
4.04. Pledge of Tax Lew. 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 (being each year of collection) and amounts
as 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
Resolution No. 19-40 -8- June 18, 2019
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.
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, 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.
5.03. Other Certificates. The Mayor, City Manager, City Clerk and Finance
Director, or any of them, are hereby authorized and directed to furnish to the Purchaser at
the closing such certificates as are required as a condition of sale. Unless litigation shall
have been commenced and be pending questioning the Bonds or the organization of the
City or incumbency of its officers, at the closing the Mayor, City Manager, City Clerk and
Finance Director, or any of them, shall also execute and deliver to the Purchaser a suitable
certificate as to absence of material litigation, and the Finance Director shall also execute
and deliver a certificate as to payment for and delivery of the Bonds.
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
Resolution No. 19-40 -9- June 18, 2019
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.
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 2019
will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during
calendar year 2019 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.
Resolution No. 19-40 -10- June 18, 2019
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
1.04 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 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
Resolution No. 19-40 -11- June 18, 2019
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.
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. 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
Resolution No. 19-40 -11- June 18, 2019
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.
Adopted by the City Council of Golden Valley, Minnesota on this 18th day of June, 2019.
Shep rd M. Harris, yor
ATTEST:
Kristine A. Luedke, City Clerk
Resolution No. 19-40 -13- June 18, 2019
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 18, 2019 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 $1,770,000 General Obligation Improvement Bonds, Series 2019A of
the City.
WITNESS My hand of the City this 18th day of June, 2019.
City Clerk
Golden Valley, Minnesota
Resolution No. 19-40 -14- June 18, 2019
EXHIBIT A
PROPOSALS
10 bakertilly
MUNICIPAL ADVISORS
now pined with
Springsted and Umbaugh
$1,970,000(')
GENERAL OBLIGATION IMPROVEMENT BONDS,SERIES 2019A
CITY OF GOLDEN VALLEY,MINNESOTA
(BOOK ENTRY ONLY)
AWARD: ROBERT W.BAIRD&CO.,INCORPRATED
AND SYNDICATE
SALE: June 18,2019 Moody's Rating: Aal
BBI: 3.52%
Average Maturity: 11.442 Years
Net True
Maturity Interest Interest Interest
Bidder (FEBRUARY 11 Rate Yield Price Cost Rate
ROBERT W.BAIRD&CO., 2020 5.00% 1.48% $2,158,012.75(b)$592,360.03(b) 2.5062010)
INCORPORATED 2021 5.00% 1.49%
C.L.KING&ASSOCIATES,INC. 2022 5.00% 1.50%
VINING SPARKS IBG,LP 2023 5.00% 1.52%
FIDELITY CAPITAL MARKETS 2024 5.00% 1.55%
DAVENPORT&COMPANY LLC 2025 5.00% 1.60%
DUNCAN-WILLIAMS,INC. 2026 5.00% 1.65%
ROSS,SINCLAIRE&ASSOCIATES,LLC 2027 5.00% 1.70%
LOOP CAPITAL MARKETS,LLC 2028 5.00% 1.80%
COUNTRY CLUB BANK 2029 5.00% 1.90%
SUMRIDGE PARTNERS,LLC 2031 3.00% 2.15%
SIERRA PACIFIC SECURITIES,LLC 2033 3.00% 230%
ISAAK BOND INVESTMENTS 2035 3.00% 2.50%
UMB BANK,N.A. 2037 3.00% 2.60%
WINTRUST INVESTMENTS,LLC 2039 3.00% 2.70%
FMS BONDS,INC.
MIDLAND SECURITIES LIMITED
ALAMO CAPITAL
MULTI-BANK SECURITIES,INC.
FIRST SOUTHERN SECURITIES,LLC
DINOSAUR SECURITIES,LLC
TRIBAL CAPITAL MARKETS,LLC
MOUNTAINSIDE SECURITIES LLC
THE BAKER GROUP 2.5278%
NORTHLAND SECURITIES,INC. 2.6169%
(a) Subsequent to bid opening,the issue size decreased from$1,970,000 to$1,770,000.
(b) Subsequent to bid opening,the price,net interest cost and true interest rate have changed to$1,93 7,153.71,$,and 2.5144%respectively.
Baker Tilly Municipal Advisors,LLC is a registered municipal advisor and wholly-owned subsidiary of Baker Tilly Virchow Krause,LLP,an accounting firm. Baker Tilly
Virchow Krause,LLP trading as Baker Tilly is a member of the global network of Baker Tilly I nternationa I Ltd.,the members of which are separate and independent legal
entities. 0 2019 Baker Tilly Municipal Advisors,LLC.
Resolution No. 19-40 -16- June 18, 2019
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 2019A
Date of
Rate Maturity Original Issue CUSIP
February 1, June_, 2019
20
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 (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, 2020, 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, 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, 2029, and on any date thereafter to prepay
Bonds due on or after February 1, 2030. 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 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.
Resolution No. 19-40 -17- June 18, 2019
The Bonds maturing on February 1, 2031, February 1, 2033, February 1, 2035,
February 1, 2037 and February 1, 2039, 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, 2031 Term Bonds
2030 $150,000
2031 (maturity) 90,000
Sinking Fund Installment Date Principal Amount
February 1, 2033 Term Bonds
2032 $95,000
2033 (maturity) 95,000
Sinking Fund Installment Date Principal Amount
February 1, 2035 Term Bonds
2035 $100,000
2035 (maturity) 100,000
Sinking Fund Installment Date Principal Amount
February 1, 2037 Term Bonds
2036 $105,000
2037 (maturity) 110,000
Sinking Fund Installment Date Principal Amount
February 1, 2039 Term Bonds
2038 $110,000
2039 (maturity) 115,000
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.
Resolution No. 19-40 -18- June 18, 2019
This Bond is one of an issue in the aggregate principal amount of$1,770,000 all
of like original issue date and tenor, except as to number, denomination, maturity date,
redemption privilege, and interest rate, all issued pursuant to a resolution adopted by
the City Council on June 18, 2019 (the "Resolution"), for the purpose of providing
money to finance the construction of various public 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 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, 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 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.
Resolution No. 19-40 -19- June 18, 2019
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: , 2019
CITY OF GOLDEN VALLEY, MINNESOTA
(Facsimile) (Facsimile)
City Clerk Mayor
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.
Resolution No. 19-40 -20- June 18, 2019
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:
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
Resolution No. 19-40 -21- June 18, 2019
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. 19-40 -21- June 18, 2019
EXHIBIT C
$1,770,000
City of Golden Valley, Minnesota
General Obligation Improvement Bonds, Series 2019A
Post-Sale Tax Levies
Payment Principal Coupon Interest Total P+I 105% Assessment Levy Levy/Collect
Date Overlevy Required Year
02/01/2020 40,000.00 5.000% 35,973.06 75,973.06 79,771.71 200,000.00 (120,228.29) 2018/2019
02/01/2021 40,000.00 5.000% 65,100.00 105,100.00 110,355.00 99,354.64 11,000.36 2019/2020
02/01/2022 40,000.00 5.000% 63,100.00 103,100.00 108,255.00 92,119.22 16,135.78 2020/2021
02/01/2023 40,000.00 5.000% 61,100.00 101,100.00 106,155.00 88,942.70 17,212.30 2021/2022
02/01/2024 40,000.00 5.000% 59,100.00 99,100.00 104,055.00 85,766.18 18,288.82 2022/2023
02/01/2025 40,000.00 5.000% 57,100.00 97,100.00 101,955.00 82,589.64 19,365.36 2023/2024
02/01/2026 40,000.00 5.000% 55,100.00 95,100.00 99,855.00 79,413.12 20,441.88 2024/2025
02/01/2027 135,000.00 5.000% 53,100.00 188,100.00 197,505.00 76,236.60 121,268.40 2025/2026
02/01/2028 140,000.00 5.000% 46,350.00 186,350.00 195,667.50 73,060.07 122,607.43 2026/2027
02/01/2029 145,000.00 5.000% 39,350.00 184,350.00 193,567.50 69,883.53 123,683.97 2027/2028
02/01/2030 150,000.00 3.000% 32,100.00 182,100.00 191,205.00 66,707.01 124,497.99 2028/2029
02/01/2031 90,000.00 3.000% 27,600.00 117,600.00 123,480.00 - 123,480.00 2029/2030
02/01/2032 95,000.00 3.000% 24,900.00 119,900.00 125,895.00 125,895.00 2030/2031
02/01/2033 95,000.00 3.000% 22,050.00 117,050.00 122,902.50 - 122,902.50 2031/2032
02/01/2034 100,000.00 3.000% 19,200.00 119,200.00 125,160.00 - 125,160.00 2032/2033
02/01/2035 100,000.00 3.000% 16,200.00 116,200.00 122,010.00 - 122,010.00 2033/2034
02/01/2036 105,000.00 3.000% 13,200.00 118,200.00 124,110.00 - 124,110.00 2034/2035
02/01/2037 110,000.00 3.000% 10,050.00 120,050.00 126,052.50 126,052.50 2035/2036
02/01/2038 110,000.00 3.000% 6,750.00 116,750.00 122,587.50 122,587.50 2036/2037
02/01/2039 115,000.00 3.000% 3,450.00 118,450.00 124,372.50 124,372.50 2037/2038
Total $1,770,000.00 - $710,873.06 $2,480,873.06 $2,604,916.71 $1,014,072.71 $1,590,844.00 -
Resolution No. 19-40 -23- June 18, 2019
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 City Council of the City of Golden
Valley, Minnesota, on June 18, 2019, levying taxes for the payment of its $1,770,000
General Obligation Improvement Bonds, Series 2019A, of said municipality dated July
18, 2019, 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 ,
2019.
County Auditor
Hennepin County, Minnesota
Deputy