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04-16-13 CC Agenda Packet (entire) AGENDA Regular Meeting of the City Council Golden Valley City Hall 7800 Golden Valley Road Gouncil Chamber April 16, 2013 6:30 pm The Council may consider item numbers 1, 2, 3, 5 and 6 prior to the public hearings scheduled at 7 pm 1. CALL TO ORDER PAGES A. Roll Call B. Pledge of Allegiance C. Presentation of Envision Award - Kristine Frey and Leslie Hendricks, Market in the 3 Valley 2. ADDITIONS AND CORRECTIONS TO AGENDA 3. CONSENT AGENDA Approval of Consent Agenda - All items listed under this heading are considered to be routine by the City Council and will be enacted by one motion. There will be no discussion of these items unless a Council Member or citizen so requests in which event the item will be removed from the general order of business and considered in its normal sequence on the agenda. A. Approval of Minutes - City Council Meeting - February 19, 2013 4-9 B. Approval of Check Register 10 C. Licenses: 1. Therapeutic Massage Certificate - Tremaine Roundtree 11 D. Minutes of Boards and Commissions: 1. Human Services Fund - February 11, 2013 12-13 2. Open Space and Recreation Commission - January 28, 2013 14-15 E. Bids and Quotes: 1. Asphalt Overlay - Bids 16-18 2. Street Construction and Maintenance Materials - Bids 19-20 F. Emails, Letters, and/or Petitions: 1. Email from Cate Hiebert Regarding Schuller's Tavern Proposed Zoning 21 Change G. Metropolitan Gouncil Environmental Services (MCES) 1-GV-461 Reliever Project: 22-33 1. Authorization to Sign Amended Agreement with MCES 2. Authorization to Sign Agreement with Xcel Energy to Remove and Reinstall Lighting on Xenia Avenue and Turners Crossroad H. Authorization to Submit Application for MnDOT Corridor Investment Management 34-41 Strategy Solicitations 13-24 I. Authorization to Sign Agreement with Hennepin County for Sidewalk Improvements 42-52 on Winnetka Avenue 13-25 J. Establish Temporary No Parking Zones for Golden Valley Days 13-26 53-57 K. Establish Temporary No Parking Zones for Walk for Animals 13-27 58-62 L. Authorization to Revise Municipal State Aid Street Routes 13-28 63-67 M. Supporting Legislation Authorizing the Establishment of Street Improvement Qistricts 68-72 13-29 3. CONSENT AGENDA - GONTINUED N. Supporting Legislation Authorizing the Appropriation of Monies to Assist Cities in 73-77 Addressing Inflow and Infiltration Improvement Issues 13-30 O. Receipt of March 2013 General Fund Budget Reports 78-86 P. Approval of Plat 13-31 and Authorization to Sign Subdivision Development 87-95 Agreement - Mitchell Addition Q. Authorization to Sign Amended PUD Permit and Development Agreement - 96-107 PUD # 53 - Amendment#4 (Arcata Apartments) R. Board/Gommission Reappointments 108 S. Approval of Requests for Beer and/or Wine at Brookview Park 109-110 T. Call for Administrative Hearing - Appeal of Administrative Citation - 111 9110 Naper Street - 5/7/13 U. Bottineau Transitway Update 112 4. PUBLIC HEARINGS 7 PM A. Continued Public Hearing - Platted Drainage and Utility Easement Vacations - 113-119 PUD #63 - Saturn Addition (MINI Cooper) - 701 and 801 Louisiana Avenue South 13-32 5. OLQ BUSINESS 6. NEW BUSINESS A. Authorizing Issuance, Awarding Sale, Prescribing the Form and Details and 120-174 Providing for the Payment of: 1. $4,635,000 General Obligation Improvement Bonds, Series 2013A 13-33 2. $7,330,000 General Obligation Refunding Bonds, Series 2013B and Escrow Agreement 13-34 B. First Consideration - Ordinance #498 - Council Salaries 175-177 C. Approval of Plat 13-35 and Authorization to Sign Amended PUD Permit and 178-190 Development Agreement - Lupient (MINI Cooper) PUD No. 63, Amendment #2 D. Announcements of Meetings E. Mayor and Council Communications 7. ADJOURNMENT Regular Meeting of the City Council February 9 9, 2013 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Golden Valley, Hennepin County, Minnesota was held at 7800 Golden Valley Road in said City on February 19, 2013 at 6:30 pm. The following members were present: Clausen, Harris, Pentel, Scanlon and Schmidgall; Also present were: Thomas Burt, City Manager; Jeannine Clancy, Director of Public Works; Allen Barnard, City Attorney; and Judy Nally, Administrative Assistant. Pledqe of Alleqiance The Pledge of Allegiance was recited. Bob Doncaster Thomas Burt stated that Bob Doncaster, a 23-year employee had passed away on February 13, 2013. He started in the Public Works Department in 1990 and was promoted to Street Crew Leader in 2010. The Council held a moment of silence and sends their condolences to his family. Approval of Aqenda MOVED by Scanlon, seconded by Clausen and motion carried unanimously to approve the agenda of February 19, 2013 as submitted. Approval of Consent Apenda MOVED by Pentel, seconded by Scanlon and motion carried unanimously to approve the agenda of February 19, 2013 as amended: removal of City Council Meeting minutes - January 2, 2013, Gambling License Exemption and Waiver of Notice Requirement - Northwest Suburban Optimist Club and Bottineau Transitway Update. Approval of Minutes - City Council Meetinct - January 2, 2013 and Council/Manaqer - Januarv 8, 2013 Mayor Harris requested staff to amend the minutes to acknowledge the correct Council Member voting. MOVED by Pentel, seconded by Schmidgall and motion carried unanimously to approve the City Council Meeting minutes for January Z, 2013 as amended and the Council/Manager Meeting minutes for January 8, 2013 as submitted. Regular Meeting of the City Council February 19, 2013 Page 2 *Approval of Check Reqister MOVED by Pentel, seconded by Scanlon and motion carried unanimously to authorize the payment of the bills as submitted. *Rental Propertv Licenses MOVED by Pentel, seconded by Scanlon and motion carried unanimously to authorize the issuance of licenses as recommended by staff. *Therapeutic Massaae Certificate - Rene Ann Dauphinais MOVED by Pentel, seconded by Scanlon and motion carried unanimously to approve the issuance of a therapeutic massage certificate to Rene Ann Dauphinais at Massage Envy, 7704 Olsan Memorial Highway. *Therapeutic Massaqe Certificate - David Vasilyevich Pavlvuk MOVED by Pentel, seconded by Scanlon and motion carried unanimously to approve the issuance of a therapeutic massage certificate to David Vasilyevich Pavlyuk at Massage Envy, 7704 Olson Memorial Highway. *Therapeutic Massaqe Certificate - Jennifer Lvnn Koubskv Bell MOVED by Pentel, seconded by Scanlan and motion carried unanimously to approve the issuance of a therapeutic massage certificate to Jennifer Lynn Koubsky Bell at Massage Envy, 7704 Olson Memorial Highway. *Solicitor's License - Budaet Waste Svstems LLC MOVED by Pentel, seconded by Scanlon and motion carried unanimously to approve the solicitor's license for Budget Waste Systems LLC. *Solicitor's License - GGC Environmental Group, LLC d/b/a Garbas�e Man, A Green CompanV MOVED by Pentel, seconded by Scanlon and motion carried unanimously ta approve the solicitor's license for GGC Environmental Group, LLC d/b/a Garbage Man. Gamblinp License Exemption and Waiver of Notice Requirement - Northwest Suburban Optimist Club Council Member Pentel encouraged the public to attend the Northwest Suburban Optimist Club Gala on May 16, 2013. Regular Meeting of the City Council February 19, 2013 Page 3 Gamblinq License Exemption and Waiver of Notice Requirement - Northwest Suburban Optimist Club - Continued MOVED by Pentel, seconded by Scanlon and motion carried unanimously to receive and file the gambling license exemption and approve the waiver of notice requirement for Northwest Suburban Optimist Club. *General Business Licenses MOVED by Pentel, seconded by Scanlon and motion carried unanimously to authorize the issuance of the license as recommended by staff. *Minutes of Boards and Commissions MOVED by Pentel, seconded by Scanlon and motion carried unanimously to receive and file the minutes as follows: Joint Water Commission - December 5, 2012 Civil Service Commission - February 6, 2012 Bassett Creek Watershed Management Commission - December 20, 2012 *Authorization to Submit Communitv Development Block Grant Application for Jewish Housinq and Pro�ramminq (J-HAP) Supportive Housin� Proiect - 9300 and 9310 Golden Vallev Road Member Pentel introduced the following resolution and moved its adoption: RESOLUTION 13-9 RESOLUTION APPROVING PROPOSED APPLICATION FOR 2013 URBAN HENNEPIN COUNTY COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM FUNDS AND AUTHORIZING EXECUTION OF SUBRECIPIENT AGREEMNT WITH URBAN HENNEPIN COUNTY AND ANY THIRD PARTY AGREEMENTS The motion for the adoption of the foregoing resolution was seconded by Member Scanlon and upon a vote being taken thereon, the following voted in favor thereof: Clausen, Harris, Pentel, Scanlon and Schmidgall; and the following voted against the same: none, whereupon said resalution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk. Regular Meeting of the City Council February 19, 2013 Page 4 *Modifvinq 2013 Generat Waqes and Salarv - New Deputv Fire Chief Position Member Pentel introduced the following resolution and moved its adoption: RESOLUTION 13-10 RESOLUTION MODIFYING 2013 GENERAL WAGES AND SALARY FOR NEW DEPUTY FIRE CHIEF POSITION The motion for the adoption of the foregoing resolution was seconded by Member Scanlon and upon a vote being taken thereon, the following voted in favor thereof: Clausen, Harris, Pentel, Scanlon and Schmidgall; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk. *Authorization for Staff to Administer the Minnesota Wetland Conservation Act Member Pentel introduced the following resolution and moved its adoption: RESOLUTION 13-11 RESOLUTION REGARDING THE ADMINISTRATION OF THE MINNESOTA WETLAND CONSERVATION ACT The motion for the adoption of the foregoing resolution was seconded by Member Scanlon and upon a vote being taken thereon, the following voted in favor thereof: Clausen, Harris, Pentel, Scanlon and Schmidgall; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk. *Authorization to Siqn Contract with Prairie Restorations, Inc. for Restoration and Maintenance of Native Plant Communities MOVED by Pentel, seconded by Scanlon and motion carried unanimausly to authorize the City Manager to sign the contract with Prairie Restoration, Inc. for 2013 restoration and maintenance of Native Plant Communities for $25,050. *Authorization to Siqn First Amendment to Aqreement with City of Edina for Dispatch Services and Operation and Maintenance of Emerqencv Communications Center MOVED by Pentel, seconded by Scanlon and motion carried unanimously to authorize the Mayor and City Manager to sign the First Amendment to Agreement between Edina and Golden Valley for Provision of Dispatch Services and Operation and Maintenance of the Emergency Communications Center. Regular Meeting of the City Council February 19, 2013 Page 5 *Bottineau Transitwav Update Joe Hogeboom, City Planner, updated the Council on upcoming meetings and events regarding the Bottineau Transitway and answered questions from the Council. The Council requested the letter to Susan Haigh, Metropolitan Council Chair, and Mike Opat, Hennepin Council Board Chair, Regarding the Bottineau Transitway Minneapolis Park and Recreation Board's Wirth Park Design Team Community Meeting, Open House and Exercise be received and filed at the next City Council Meeting. MOVED by Pentel, seconded by Clausen and motion carried unanimously to acknowledge the oral report. Public Hearinq - Utilitv and Drainaqe Easement Vacation - Mueller Industrial Park Plat - 7101 Madison Avenue West Jeannine Clancy introduced the agenda item. The Mayor opened the meeting for public input and persons present to do so were afforded the opportunity to express their views thereon. Hearing and seeing no one, the Mayor closed the public hearing. Member Pentel introduced the following resolution and moved its adoption: RESOLUTION 13-12 RESOLUTION VACATING A PORTION OF CERTAIN PLATTED DRAINAGE AND UTILITY EASEMENTS IN THE RECORDED PLAT OF MUELLER INDUSTRIAL PARK (7101 MADISON AVENUE WEST) The motion for the adoption of the foregoing resolution was secanded by Member Clausen and upon a vote being taken thereon, the following voted in favor thereof: Clausen, Harris, Pentel, Scanlon and Schmidgall; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk. First Consideration - Ordinance #494 - Human Riqhts Commission The following ordinance was MOVED by Pentel, seconded by Scanlon: ORDINANCE NO. 494, 2ND SERIES AN ORDINANCE AMENDING THE CITY CODE Deleting and Replacing in its Entirety Section 2:53: Human Rights Commission Thomas Burt introduced the agenda item and answered questions from the Council. Regular Meeting of the City Council February 19, 2013 Page 6 First Consideration - Ordinance #494 - Human Riqhts Commission - Continued MOVED by Pentel, seconded by Scanlon and motion carried unanimously to adopt on First Consideration, Ordinance #494, 2nd Series. Upon a roll call vote, the vote was as follows: CLAUSEN - YES HARRIS - YES PENTEL - YES SCANLON - YES SCHMIDGALl. - YES Announcements of Meetinqs The Hopkins Education Foundation's Royal Bash and Online Auction will be held on February 23, 2013 at 6 pm at the Golden Valley Country Club. The American Lung Association Climb for Air will be held on February 23, 2013 at Accenture Tower. A Bassett Creek Watershed Management Commission meeting will be held on February 21, 2013 at 11:30 am at the Plymouth City Hall. Golden Valley Day at the Minnesota Timberwolves game is February 24, 2013. The Beyond the Yellow Ribbon Kick-off meeting will be held on March 6, 2013 at 7 pm at the Golden Valley VFW. The West Metro Remodeling Fair will be held on February 24, 2013 from 10:30 am to 3:30 pm at the Eisenhower Center, 1001 Highway 7. The next City Council meeting will be held on March 5, 2013 at 6:30 pm. A Community Blood Drive will be held on March 6, 2013 from 1:30 to 5:30 pm at City Hall. Mavor and Council Communication The Council announced that Neighborhood Meetings will continue to be held but they will be conducted in public locations that are handicap accessible. There will be no Neighborhood Meeting in March. They also stated that future meetings may be conducted at restaurants or other venues. Adiournment MOVED by Pentel, seconded by Clausen and motion carried unanimously to adjourn the meeting at 7:09 pm. Shepard M. Harris, Mayor ATTEST: Judy Nally, Administrative Assistant Resolution 13-33 April 16, 2013 Member introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PRQVIDING FQR THE PAYMENT OF $4,365,000 GENERAL OBLIGATIQN BONDS, SERIES 2013A BE IT RESOLVED by the City Council, City of Golden Valley, Minnesota (the City), as follows: SECTION 1. AUTHORIZATION AND SALE. 1.01. Authorization. This Council, by resolution duly adopted on March 19, 2013, authorized the issuance and sale on the date hereof of its General Obligation Bonds, Series 2013A (the Bonds), pursuant to Minnesota Statutes, Section 412.301 and Chapters 429 and 475. Proceeds of the Bonds will be used to (i) finance various improvement projects in the City (the Improvements), (ii) finance various items of capital equipment (the Equipment, and together with the Improvements, the Project), and (iii) refund the 2014 through 2019 maturities of the City's General Obligation Tax Abatement Bonds, Series 2004B (the Refunded Bonds), dated as originally issued as of July 1, 2004. The Refunded Bonds shall be called for redemption and prepayment on July 1, 2013 (the Redemption Date). Maturity schedules for the portion of the Bonds being issued to finance the Project (the New Money Portion) and the portion of the Bonds being issued to refund the Refunded Bonds (the Refunding Portion) are attached hereto as Exhibit A. The refunding of the Refunded Bonds is being carried out for the purpose described in Minnesota Statutes, Section 475.67, subdivision 3, section (b)(2)(i) and in compliance with Minnesota Statutes, Chapter 475. 1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared on behalf of the City by Springsted Incorporated, sealed proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been opened, publicly read and considered and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of , in , (the Purchaser), to purchase the Bonds at a price of$ plus accrued interest on all Bonds to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 1.03. Award, The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor and City Manager are hereby authorized and directed to execute a contract on behalf of the City for the sale of the Bonds in accordance with the Terms of Proposal. The good faith deposit of the Purchaser shall be retained and deposited by the City until the Bonds have been delivered and shall be deducted from the purchase price paid at settlement. SECTION 2. BOND TERMS• REGISTRATION• EXECUTION AND DELNERY. 2.01. Issuance of Bonds. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, now existing, having happened and having been performed, it is now necessary for the City Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds shall be originally dated as of May 21, 2013, shall be in the denomination of$5,000 each, or any integral multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption, at the annual rates set forth opposite such years and amounts, as follows: Year Amount Rate Year Amount Rate 2014 $ 530,000 % 2024 $ 0 % 2015 645,000 2025 0 2016 640,000 2026 100,000 2017 770,000 2027 100,000 2018 515,000 2028 100,000 2019 345,000 2029 100,000 2020 145,000 2030 100,000 2021 145,000 2031 105,000 2022 80,000 2032 105,000 2023 0 2033 110,000 [REVISE MATURITY SCHEDULE FOR ANY TERM BONDS] Solely for purposes of the maturity limitations in Minnesota Statutes, Section 475.54, Subdivision 1, and as permitted by that provision,this issue is combined with the City's General Obligation Improvement Refunding Bonds, Series 2013B. The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued by the Registrar described herein; provided that, so long as the Bonds are r�gistered in the name of a securities depository, or a nominee thereof, in accordance with Section 2.08 hereof, principal and interest shall be payable in accordance with the operational arrangements of the securities depository. 2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1, 2014, each such date being referred to herein as an Interest Payment Date, to the persons in whose names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's close of business on the fifteenth day of the month immediately preceding the Interest Payment Date, whether or not such day is a business day. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. 2.04. Redemption. Bonds maturing in 2026 and later years shall be subject to redemption and prepayment at the option of the City, in whole or in part, in such order of 2 maturity dates as the City may select and, within a maturity, by lot as selected by the Registrar (or, if applicable, by the bond depository in accordance with its customary procedures) in multiples of$5,004, on February 1, 2022, and on any date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of redemption. The City Manager shall cause notice of the call for redemption thereof to be published if and as required by law, and at least thirty and not more than 60 days prior to the designated redemption date, shall cause notice of call for redemption to be mailed, by first class mail, to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.06 hereof, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. [COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS- ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS] [Bonds maturing on February 1, 20_and 20_(the Term Bonds) shall be subject to mandatory redemption prior to maturity pursuant to the sinking fund requirements of this Section 2.04 at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date, without premium. The Registrar shall select for redemption, by lot or other manner deemed fair, on February 1 in each of the following years the following stated principal amounts of such Bonds: Term Bonds Maturin� February l, 20— Year Principal Amount The remaining $ stated principal amount of such$onds shall be paid at maturity on February 1, 20_. Term Bonds Maturing February 1, 20— Year Principal Amount The remaining $ stated principal amount of such Bonds shall be paid at maturity on February 1, 20_. Notice of redemption shall be given as provided in the preceding paragraph.] 2.05. Appointment of Initial Re ig'strar. The City hereby appoints U.S. Bank National Association, St. Paul, Minnesota, as the initial bond registrar, transfer agent and paying agent 3 (the Registrar). The Mayor and City Manager 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 organized under the laws of the United States or one of the states of the United States and authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The 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, effective upon not less than thirty days' written notice and upon the appointment and acceptance of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the Bond Register to the successor Registrar. 2.06. Registration. The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Re i� ster. The Registrar shall keep at its principal corporate trust office a register (the Bond Register) in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered,transferred or exchanged. The term Holder or Bondholder as used herein shall mean the person (whether a natural person, corporation, association, partnership, trust, governmental unit, or other legal entity) in whose name a Bond is registered in the Bond Register. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the Holder thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney duly authorized by the Holder in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds surrendered for payment, transfer or exchange shall be promptly canceled by the Registrar and thereafter disposed of as directed by the City. (e) Impro�er or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. 4 (fl Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the Bond Register as the absolute owner of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving payment of or on account of the principal of and interest on the Bond and for all other purposes, and all payments made to or upon the order of such Holder shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Char�es. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment. (i) Authenticatin�A�ent. The Registrar is hereby designated auth�nticating agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. �) Valid Obli ations. All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to the same benefits under this Resolution as the Bonds surrendered upon such transfer or exchange. 2.07. Execution, Authentication and Deliverv. The Bonds shall be prepared under the direction of the City Manager and shall be executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that the signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until the date of delivery of such Bond. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Bond, substantially in the form provided in Section 2.09,has been executed by the manual 5 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 any Bond shall be conclusive evidence that it has been duly authenticated and delivered under this Resolution. When the Bonds have been prepared, executed and authenticated, the City Manager shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.08. Securities Depository. (a) For purposes of this section the following terms shall have the following meanings: "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such person's subrogee. "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean The Depository Trust Company of New York,New York. "Participant" shall mean any broker-dealer, bank or other financial institution for which DTC holds Bonds as securities depository. "Representation Letter" shall mean the Representation Letter pursuant to which the City agrees to comply with DTC's Operational Arrangements. (b) The Bonds shall be initially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever, and neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & Co. in accordance with DTC's Operational Arrangements, 6 and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph (e)hereof. (c) In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the form of bond certificates,the City may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph (e)hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph (e) hereof. (d) The execution and delivery of the Representation Letter to DTC, if not previously filed with DTC, by the Mayor or City Manager is hereby authorized and directed. (e) In the event that any transfer or exchange of Bonds is permitted under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution. In the event Bonds in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. 2.09. Form of Bonds. The Bonds shall be prepared in substantially the following form: 7 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION BOND, SERIES 2013A No. R- $ Interest Rate Maturitv Date Date of Original Issue CUSIP No. % February 1, 20_ May 21, 2013 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: THOUSAND DOLLARS THE CITY OF GOLDEN VALLEY, MINNESOTA (the City) acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above on the maturity date specified above and promises to pay interest thereon from the date of original issue specified above or from the most recent Interest Payment Date (as hereinafter defined)to which interest has been paid or duly provided for, at the annual interest rate specified above, payable on February 1 and August 1 in each year, commencing February 1, 2014 (each such date, an Interest Payment Date), all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. The interest so payable on any Interest Payment Date shall be paid to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the calendar month immediately preceding the Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year composed of twelve 30-day months. The interest hereon and, upon presentation and surrender hereof at the principal office of the Registrar described below, the principal hereof are payable in lawful money of the United States of America by check or draft drawn on U.S. Bank National Association, St. Paul, Minnesota, as bond registrar, transfer agent and paying agent, or its successor designated under the Resolution described herein (the Registrar). 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. This Bond is one of an issue (the Bonds) in the aggregate principal amount of$4,365,000 issued pursuant to a resolution adopted by the City Council on April 16, 2013 (the Resolution), to finance and refinance various improvement projects in the City and finance the costs of acquisition of capital equipment and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section 412.301 and Chapters 429 and 475. The Bonds are issuable only in fully registered form, in the denomination of$5,000 or any integral multiple thereof, of single maturities. 8 Bonds maturing in 2026 and later years shall be subject to redemption and prepayment at the option of the City, in whole or in part, in such order of maturity dates as the City may select and, within a maturity, by lot as selected by the Registrar(or, if applicable, by the bond depository in accordance with its customary procedures) in multiples of$5,000, on February l, 2022, and on any date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of redemption. The City shall cause notice of the call for redemption thereof to be published if and as required by law, and at least thirty and not more than 60 days prior to the designated redemption date, shall cause notice of call for redemption to be mailed, by first class mail, to the registered holders of any Bonds, at the holders' addresses as they appear on the bond register maintained by the Registrar, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. [COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS- ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS] [Bonds maturing in the years 20_and 20 shall be subject to mandatory redemption, at a redemption price equal to their principal amount plus interest accrued thereon to the redemption date, without premium, on February 1 in each of the years shown below, in an amount equal to the following principal amounts: Term Bonds Maturin i�n 20-- Term Bonds Maturing in 2Q-- Sinking Fund Aggregate Sinking Fund Aggregate Payment Date Princi�al Amount Pa. my ent Date Principal Amount $ $ Notice of redemption shall be given as provided in the preceding paragraph.] As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the 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 designated 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 any such transfer or exchange. 9 The Bonds have been designated as "qualified tax-exempt obligations"pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. 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 as herein provided and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the contrary. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The Depository Trust Company or other securities depository, the Registrar shall pay all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of The Depository Trust Company or other securities depository as agreed to by the City, IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed prior to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that, prior to the issuance hereof,the City Council has by the Resolution covenanted and agreed to levy ad valorem taxes upon all taxable property in the City and special assessments upon property specially benefited by the local improvements financed by the Bonds and collect tax abatement revenue from certain specified properties of the City, which taxes, special assessments and tax abatement revenue will be collectible for the years and in amounts sufficient to produce sums not less than five percent in excess of the principal of and interest on the Bonds when due, and has appropriated such amounts to its General Obligation Bonds, Series 2013A Bond Fund for the payment of principal and interest; that if necessary for payment of principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the City, without limitation as to rate ar amount; and that the issuance of this Bond, together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and City Manager. CITY OF GOLDEN VALLEY, MINNESOTA (facsimile signature—Mayor� �facsimile si�nature—City Mana� 10 CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. Date of Authentication: U.S. BANK NATIONAL ASSOCIATION, as Registrar By Authorized Representative The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to the applicable laws or regulations: TEN COM - as tenants in common UTMA ................... as Custodian for ..................... (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Transfers to Minors Act .............. (State) JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used. ASSIGNMENT For value reeeived, 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 enlargement or any change whatsoever. 11 Signature Guaranteed: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: [end of bond form] SECTION 3. USE OF PROCEEDS. 3.01. Project Fund. There is hereby established on the official books and records of the City a separate fund designated the General Obligation Bonds, Series 2013A Project Fund (the Project Fund). To the Project Fund there shall be credited from the proceeds of the Bonds an amount equal to the estimated cost of the Project, including $ for costs of constructing the Improvements and $ for costs of acquiring the Equipment. There shall also be credited to the Project Fund all special assessments collected with respect to the Improvements until all costs of the Improvements have been fully paid. All proceeds of the Bonds deposited in the Project Fund will be expended solely for the payment of the costs of the Project. The City Manager shall maintain the Project Fund until all costs and expenses incurred by the City in connection with the construction of the Improvements and acquisition of the Equipment have been paid. All special assessments on hand in the Project Fund when terminated or thereafter received, and any Bond proceeds not so transferred, shall be credited to the General Obligation Bonds, Series 2013A Bond Fund. 3.02. Current,Refundin�. Bond proceeds in the amount of$ shall be deposited in the sinking funds established for the Refunded Bonds to be applied to their redemption and prepayment on the Redemption Date in accordance with the provisions of the resolution authorizing their issuance. 3.03. Costs of Issuance. Proceeds of the Bonds in the amount of$ shall be applied to costs of issuance of the Bonds. SECTION 4. GENERAL OBLIGATION BONDS SERIES 2013A BOND FUND. There is hereby established on the official books and records of the City a separate fund designated the 12 General Obligation Bonds, Series 2013A Bond Fund (the Bond Fundj. Into the Bond Fund shall be paid (a)the amounts specified in Section 3 above, (b) any amounts received from the Purchaser upon delivery of the Bonds in excess of the amounts appropriated to the Project Fund or applied to the redemption of the Refunded Bonds or to the payment of costs of issuance of the Bonds pursuant to Section 3 hereof, (c) any special assessments and taxes collected pursuant to Sections 5 or 6 hereof, except as otherwise provided in Section 3 hereof, (d) any tax abatement revenue received by the City pursuant to the resolution authorizing the issuance of the Refunded Bonds and (e) any other funds appropriated by the City Council for the payment of the Bonds. The money on hand in the Bond Fund from time to time shall be used only to pay the principal of and interest on the Bonds. If the balance on hand in the Bond Fund is at any time insufficient to pay principal and interest then due on the Bonds, such amounts shall be paid from other money on hand in other funds of the City, which other funds shall be reimbursed therefor when sufficient money becomes available in the Bond Fund. The Bond Fund shall be maintained until the City has paid, or made provision for the payment of, all of the principal of and interest on the Bonds. There are hereby established two accounts in the Bond Fund, designated as the "Debt Service Account" and the "Surplus Account." There shall initially be deposited into the Debt Service Account upon the issuance of the Bonds the amount set forth in (b) above. Thereafter, during each Bond Year (i.e., each twelve month period commencing on February 2 and ending on the following February 1), as monies are received into the Bond Fund, the City Manager shall first deposit such monies into the Debt Service Account until an amount has been appropriated thereto sufficient to pay all principal and interest due on the Bonds through the end of the Bond Year. All subsequent monies received in the Bond Fund during the Bond Year shall be appropriated to the Surplus Account. If at any time the amount on hand in the Debt Service Account is insufficient for the payment of principal and interest then due, the City Manager shall transfer to the Debt Service Account amounts on hand in the Surplus Account to the extent necessary to cure such deficiency. Investment earnings (and losses) on amounts from time to time held in the Debt Service Account and Surplus Account shall be credited or charged to said accounts. If the aggregate balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on all Bonds payable therefrom, the payment shall be made from any fund of the City which is available for that purpose, subject to reimbursement from the Surplus Account in the Bond Fund when the balance therein is sufficient, and the City Council covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation. In order to ensure compliance with the Code and applicable Regulations (all as defined in Section 8.01 hereo�, the Finance Director, upon allocation of any funds to the Bond Fund, shall ascertain the balance then on hand in the Bond Fund. If it exceeds the amount of principal and interest on the Bonds to become due and payable through the next following Februaxy 1, plus a reasonable carryover equal to 1/12t" of the debt service due in the following bond year, the excess shall (unless an opinion is received from bond counsel stating that another use shall not interfere with the tax exemption of the bonds)be used to prepay or purchase Bonds, or be 13 invested at a yield which does not exceed the yield on the Bonds calculated in accordance with Section 148 of the Code. SECTION 5. SPECIAL ASSESSMENTS. The City hereby covenants and agrees that, for the payment of the costs of the Improvements,the City has done or will do and perform all acts and things necessary for the final and valid levy of special assessments in an amount not less than 20% of the cost of the Improvements financed by the Bonds. The City estimates it has levied or will levy special assessments in the original aggregate principal amount of$533,000.00. It is estimated that the principal and interest on such special assessments will be levied beginning in 2013 and collected in the years 2014-2023 in the amounts shown on Appendix I attached hereto. The principal of the special assessments shall be made payable in annual installments, with interest as established by this City Council in accordance with law on installments thereof from time to time remaining unpaid. In the event any special assessment shall at any time be held invalid with respect to any lot or tract of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the City or by this City Council or by any of the officers or employees of the City, either in the making of such special assessment or in the performance of any condition precedent thereto, the City hereby covenants and agrees that it will forthwith do all such further things and take all such further proceedings as shall be required by law to make such special assessment a valid and binding lien upon said property. SECTION 6. PLEDGE OF TAXING POWERS. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively come due,the full faith, credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In order to produce aggregate amounts which, together with the collections of special assessments as set forth in Section 5 and tax abatement revenues, will produce amounts not less than 5% in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, ad valorem taxes are hereby levied on all taxable property in the City. The taxes will be levied and collected in years and amounts shown on the attached levy computation. Said taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce said levies in accordance with the provisions of Minnesota Statutes, Section 475.6L SECTION 7. DEFEASANCE. When all of the Bonds have been discharged as provided in this Section, all pledges, covenants and other rights granted by this Resolution to the Holders of the Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms by depositing with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided herein. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with the Registrar or with a bank or trust company qualified by law to act as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited for such purpose, 14 bearing interest payable at such times and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal and interest to become due thereon to maturity or, if notice of redemption as herein required has been irrevocably provided for,to an earlier designated redemption date, provided, however, that if such deposit is made more than ninety days before the maturity date or specified redemption date of the Bonds to be discharged, the City shall have received a written opinion of Bond Counsel to the effect that such deposit does not adversely affect the exemption of interest on any Bonds from federal income taxation and a written report of an accountant or investment banking firm verifying that the deposit is sufficient to pay when due all of the principal and interest on the Bonds to be discharged on and before their maturity dates or earlier designated redemption date. SECTION 8. TAX COVENANTS• ARBITRAGE MATTERS AND CONTINUING DISCLOSURE. 8.01. General Ta�c Covenant. The City agrees with the registered owners from time to time of the Bonds that it will not take, or permit to be taken by any of its officers, employees or agents, any action that would cause interest on the Bonds to become includable in gross income of the recipient under the Internal Revenue Code of 1986, as amended (the Code) and applicable Treasury Regulations (the Regulations), and agrees to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations. All proceeds of the Bonds deposited in the Project Fund will be expended solely for the payment of the costs of the Project. The Project is and will be owned and maintained by the City and available for use by members of the general public on a substantially equal basis. The City shall not enter into any lease, management contract, use agreement, capacity agreement or other agreement with any non-governmental person relating to the use of the Project, or any portion thereof, or security for the payment of the Bonds which might cause the Bonds to be considered "private activity bonds" or"private loan bonds"pursuant to Section 141 of the Code. 8.02. Arbitrage Certification. The Mayor and City Manager being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with Section 148 of the Code, and applicable Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds"within the meaning of the Code and Regulations. 8.03. Arbitra�e Rebate. The City acknowledges that the Bonds are subject to the rebate requirements of Section 148(� of the Code. The City covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(� and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the Bonds qualify for an exception from the rebate requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds (other than amounts constituting a"bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof. 15 8.04. Reimbursement. The City certifies that the proceeds of the Bonds will not be used by the City to reimburse itself for any expenditure with respect to the Project which the City paid or will have paid more than 60 days prior to the date of adoption of its reimbursement resolution for the Project, May 1, 2012, provided that this certification shall not apply (i) with respect to certain de minimis expenditures, if any, with respect to the Project meeting the requirements of Section 1.150-2(�(1) of the Regulations, or(ii) with respect to "preliminary expenditures" for the Project as defined in Section 1.150-2(�(2) of the Regulations, including engineering or architectural expenses and similar preparatory expenses, which in the aggregate do not exceed 20% of the "issue price" of the Bonds. 8.05. Qualified Tax-Exem tp Obli ations. The Council hereby designates the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the disallowance of interest expense for financial institutions, and hereby finds that the reasanably anticipated amount of tax-exempt obligations which are not private activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for the purpose of this representation) and are not excluded from this calculation by Section 265(b)(3)(C)(ii) of the Code which will be issued by the City and all subordinate entities during calendar year 2013 does not exceed $10,000,000. 8.06 Continuin�Disclosure. (a) Purpose and Beneficiaries. In arder to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with paragraph (b)(5) of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (as in effect and interpreted from time to time, the Rule), the Issuer hereby covenants and agrees for the benefit of the Owners (as hereinafter defined) from time to time of any Bonds which are Outstanding, to provide annual reports of specified information and notice of the occurrence of certain events, if material, as hereinafter described (the Disclosure Covenants). The Issuer is the only"obligated person" in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. Breach of the Disclosure Covenants will not constitute a default under this Resolution or the Bonds. A broker or dealer is to consider a known breach of the Disclosure Covenants, however, before recommending the purchase or sale of Bonds in the secandary market. Thus, a failure on the part of the Issuer to observe the Disclosure Covenants may adversely affect the transferability and liquidity of the Bonds and their market price. As used herein, "Owner" or "Bondowner"means, in respect of a Bond, the registered holder or holders thereof appearing in the bond register maintained by the Registrar or any "Beneficial Owner" (as hereinafter defined)thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, "Beneficial Owner" means, in respect of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or (ii) is treated as the owner of the Bond for federal income tax purposes. 16 As used herein, a"Material Fact" is a fact as to which a substantial likelihaod exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly alter the total information atherwise available to an investor from the Official Statement, information disclosed under the Disclosure Covenants or information generally available to the public. Notwithstanding the foregoing sentence, a "Material Fact" is also an event that would be deemed "material" for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. (b) Information To Be Disclosed. The Issuer will provide, in the manner set forth under "Manner of Disclosure" in subsection (c) below, either directly or indirectly through an agent designated by the Issuer, the following information at the following times: (1) Annual Information. As soon as available, but not later than twelve (12) months after the end of each fiscal year of the Issuer, commencing with the fiscal year ending December 31, 2012, the following financial information and operating data(the Disclosure Information): (A) The audited financial statements of the Issuer for such fiscal year, prepared in accordance with generally accepted accounting principles in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the Issuer, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the Issuer; and (B) To the extent not included in the financial statements referred to in paragraph (A) hereof, information of the type set forth below, which information may be unaudited: City Property Values, City Indebtedness and City Tax Rates, Levies and Collections. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified,the Issuer shall provide on ar before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof,the Issuer shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated, if it is updated as required by the Disclosure Covenants, by reference from other documents, including official statements. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board (the MSRB). If any part of the Disclosure Informatian can no longer be generated because the operations of the Issuer have materially changed or been discontinued, such Disclosure Information need no longer be provided if the Issuer includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other Issuer operations in respect of which data is not included in the Disclosure Information and the Issuer determines that certain specified 17 data regarding such replacement operations would be a Material Fact,then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or the Disclosure Covenants are amended as permitted by this Resolution, then the Issuer is to include in the next Disclosure Information to be delivered under the Disclosure Covenants, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) Certain Material Events. In a timely manner not in excess of ten business days after the occurrence of the event, notice of the occurrence of any of the following events (each a Material Fact): (A) Principal and interest payment delinquencies; (B) Non-payment related defaults, if material; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions, the issuance by the Internal Revenue Service of propased or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (G) Modifications to rights of security holders, if material; (H) Bond calls, if material, and tender offers; (I) Defeasances; (J) Release, substitution, or sale of property securing repayment of the securities, if material; (K) Rating changes; (L) Bankruptcy, insolvency, receivership or a similar event with respect to the City; (M) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (N) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (3) Certain Other Information. In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the Issuer to provide the Disclosure Information at the time specified under"Annual Information" in paragraph(b)(1) above; (B) the amendment or supplementing of the Disclosure Covenants pursuant to this Resolution, together with a copy of such amendment or supplement and any explanation provided by the Issuer under the Disclosure Covenants; 18 (C) the termination of the obligations of the Issuer under the Disclosure Covenants pursuant to this Resolution; (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the City. (c) Manner of Disclosure. (1) The Issuer agrees to mak� available to the MSRB, in an electronic format as prescribed by the MSRB from time to time, the information described above. (2) All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB from time to time. (d) Term; Amendments; Interpretation. (1) The Disclosure Covenants shall remain in effect until all Bonds have been paid or defeased under this Resol�ution. Notwithstanding the preceding sentence, however, the Disclosure Covenants shall terminate and be without further effect as of any date on which the Issuer delivers to the Registrar an opinion of Bond Counsel to the effect that, because of leggslative action or final judicial or administrative actions or proceedings, the failure ot the Issuer to comply with the Disclosure Covenants will not cause participating underwriters in the primary offering of the Bonds to be in vaolation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) The Disclosure Covenants (and the form and requirements of the Disclosure Information)may be amended or supplemented by the Issuer from time to time, without notice to or the cc�nsent of the Owners of any Bonds, by a resolution of the governing body of the Issuer filed with the Registrar accompanied by an opinion of Bond Counsel, who may r•ely on certificates of the Issuer and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the Issuer or the type of operations conducted by the Issuer, or(b) is required by, or better complies with, the provisions of paragraph(b)(5) of the Rule; (ii)the Disclosure Covenants as so amended or supplemented would have complied with the requirements of paragraph(b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time af the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. 19 If the Disclosure Information is so amended, the Issuer agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) The Disclosure Covenants are to be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. (e) Default; Remedies. If the Issuer fails to comply with any of the Disclosure Covenants, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary ar appropriate to enforce performance and observance of any such covenant. Direct, indirect, consequential and punitive damages shall not be recoverable, however, for any default thereunder to the extent permitted by law. In no event shall a default under the Disclosure Covenants constitute a default under the Bonds or under any other provision of this Resolution. SECTION 9. CERTIFICATION OF PROCEEDINGS. 9.01. Re�istration of Bonds. The City Manager is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County and obtain a certificate that the Bonds and the taxes levied pursuant hereto have been duly�ntered upon the Auditor's bond register. 9.02. Authentication of Transcript. The officers of the City and the County Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey& Whitney LLP, Bond Counsel, certified copies of all proceedings and records relating to the Bonds and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds, as the same appear from the books and records in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the City as to the correctness of all statements contained therein. 9.03. Official Statement. The Official Statement relating to the Bonds, dated April_, 2013, prepared and distributed by Springsted Incorporated, the financial consultant for the City, is hereby approved. Springsted Incorporated is hereby authorized on behalf of the City to prepare and deliver to the Purchaser within seven business days from the date hereof a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. 9.04. Refunded Bonds Call. The City Manager is hereby directed to advise U.S. Bank National Association, in St. Paul, Minnesota, as paying agent for the Refunded Bonds, to call the Refunded Bonds for redemption and prepayment on the Redemption Date using the form 20 attached hereto, in accordance with the provisions of the resolution authorizing issuance of the Refunded Bonds. Shepard M. Harris, Mayor ATTEST: Susan M. Virnig, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member and upon a vote being taken thereon, the following voted in favor thereaf: and the following voted against the same: whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk. 21 EXHIBIT A Maturity Schedule New Money Refunding Year Portion Portion 2014 $ $ 2015 2016 2017 2Q18 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 TOTAL $ $ APPENDIX I City of Golden Valley,Minnesota General Obligation Bonds, Series 2013A Payments on Special Assessments Year of Collection Principal Interest Total 2014 $ $ $ 2015 2016 2017 2018 2019 2020 2021 2022 2023 $ $ $ PROJECTED TAX LEVIES Date Lev 2013 $ 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2Q27 2028 2029 2030 2031 Total $ 2 NOTICE OF REDEMPTION $4,785,000 General Obligation Tax Abatement Bonds, Series 2004B Dated as of July 1, 2004 City of Golden Valley, Minnesota NOTICE IS HEREBY GIVEN THAT all Bonds of the above issue which mature on February 1 in the following years and amounts: Maturi Amount Rate CUSIP Maturi Amount Rate CUSIP 381244 381244 2014* $340,000 4.250% 7W6 2017* $350,000 4.375% 7Z9 2015* 340,000 4.250 7X4 2018* 355,000 4.500 8A3 2016* 345,000 4.250 7Y2 2019* 355,000 4.500 8B1 *Indicates full ca1L � are called for redemption and prepayment on July 1, 2013. The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date of redemption. Holders of such Bonds should present them for payment on or before said date, on which date they will cease to bear interest. A form W-9, Payer's Request for Taxpayer ldentification Number, must be completed and returned with the called bond or 31% of the bond redemption proceeds will be withheld. Payment of bonds to be redeemed will be made on and after July 1, 2013, by submitting said bond along with the completed form W-9 to U.S. Bank National Association,at the following addresses: If b_y Mail: If bv Hand or Overni ng t Mail: U.S. Bank National Association U.S. Bank National Association Corporate Trust Operations, 3rd Floor 60 Livingston Avenue P.O. Box 64111 EP-MN-WS3C St. Paul, MN 55164-0111 Bond Drop Window, 1 st Floor St. Paul, MN 55107 If you request payment of principal and/or interest via wire transfer, please be advised there is a wire transfer fee which will be deducted from your payment. Dated: , 2013. U.S. BANK NATIONAL ASSQCIATION Resolution 13-34 April 16, 2013 Member introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $7,330,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 2013B BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota(the Issuer), as follows: SECTION 1. AUTHORIZATION AND SALE. 1.01. Authorization. Pursuant to a resolution adopted by this Council on March 19, 2013, the Issuer has determined it to be in its best interests to issue its General Obligation Improvement Refunding Bonds, Series 2013B, in a principal amount not to exceed $7,330,000 (the Bonds),pursuant to Minnesota Statutes, Chapter 475, to provide funds to be used, along with other available funds, to refund (the Refunding), the 2017 through 2026 maturities of the Issuer's General Obligation Improvement Bonds, Series 2006B, dated, as originally issued, as of July 1, 2006, which maturities are presently outstanding in the principal amount of$6,945,000 (the Refunded Bonds). February 1, 2016 (the Crossover Date) is the earliest date upon which the Refunded Bonds may be redeemed without payment of premium. The Refunding is being carried out for the purpose described in Minnesota Statutes, Section 475.67, subdivision 3, section (b)(2)(i) and in compliance with Minnesota Statutes, Chapter 475. 1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared on behalf of the Issuer by Springsted Incorporated, sealed proposals for the purchase of the Bonds were received at or befare the time specified for receipt of proposals. The proposals have been opened, publicly read and considered and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of , in , (the Purchaser), to purchase the Bonds at a price of$ plus accrued interest on all Bonds to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor and City Manager are hereby authorized and directed to execute a contract on behalf of the Issuer for the sale of the Bonds in accordance with the Terms of Proposal. The good faith deposit of the Purchaser shall be retained and deposited by the Issuer until the Bonds have been delivered and shall be deducted from the purchase price paid at settlement. 1.04. Savin�s. It is hereby determined that: (a) by the issuance of the Bonds, the Issuer will realize a substantial interest rate reduction, a gross savings of approximately $ and a present value savings (using the yield on the Bonds, computed in accordance with Section 148 of the Internal 1 Revenue Code of 1986, as amended(the Code), as the discount factor) of approximately $ ; and (b) as of the Crossover Date,the sum of(i)the present value of the debt service on the Bonds, computed to their stated maturity dates, after deducting any premium, using the yield of the Bonds as the discount rate, plus (ii) any expenses of the refunding payable from a source other than the proceeds of the Bonds or investment earnings thereon, is lawer by %than the present value of the debt service on the Refunded Bonds, exclusive of any premium, computed to their stated maturity dates, using the yield of the Bonds as the discount rate. SECTION 2. BOND TERMS• REGISTRATION• EXECUTION AND DELIVERY. 2.01. Issuance of Bonds. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, now existing, having happened and having been performed, it is now necessary for the City Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 2.02. Maturities; Interest Rates; Denominations and Pa,yment. The Bonds shall be originally dated as of May 21, 2013, shall be in the denomination of$5,000 each, or any integral multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption at the annual rates set forth opposite such years and amounts, as follows: Year Amount Rate Year Amount Rate 2017 $ 305,000 % 2022 $1,110,000 % 2018 310,000 2023 1,130,000 2019 1,070,000 2024 600,000 2020 890,000 2025 335,000 2021 400,000 2026 1,180,000 [REVISE MATURITY SCHEDULE FOR ANY TERM BONDS] Solely for purposes of the maturity limitations in Minnesota Statutes, Section 475.54, Subdivision 1, and as permitted by that provision,this issue is combined with the City's General Obligation Bonds, Series 2013A. The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof shall be payable by check or draft issued by the Registrar described herein, provided that, so long as the Bonds are registered in the name of a securities depository, or a nominee thereof, in accordance with Section 2.08 hereof, principal and interest shall be payable in accordance with the operational arrangements of the securities depository. 2.03. Dates and Interest Pa�ment Dates. Upon initial delivery of the Bonds pursuant ta Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of 2 authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on the Bonds shall be payable on February 1 and August 1, commencing February 1, 2014, each such date being referred to herein as an Interest Payment Date, to the persons in whose names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not such day is a business day. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. 2.04. Redem tp ion. Bonds maturing in 2024 and later years shall be subject to redemption and prepayment at the option of the Issuer, in whole or in part, in such order of maturity dates as the Issuer may select and, within a maturity, by lot as selected by the Registrar (or, if applicable, by the bond depository in accordance with its customary procedures) in multiples of$5,000, onFebruary 1, 2023, and on any date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of redemption. The City Manager shall cause notice of the call for redemptian thereof to be published if and as required by law, and at least thirty and not more than 60 days prior to the designated redemption date, shall cause notice of call for redemption to be mailed, by first class mail, to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.06 hereof, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. [COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS- ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS] [Bonds maturing on February l, 20_and 20_(the Term Bonds) shall be subject to mandatory redemption prior to maturity pursuant to the sinking fund requirements of this Section 2.04 at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date, without premium. The Registrar shall select for redemption, by lot or other manner deemed fair, on February 1 in each of the following years the following stated principal amounts of such Bonds: Term Bonds Maturing February 1, 20— Year Principal Amount The remaining $ stated principal amount of such Bonds shall be paid at maturity on February 1, 20_. Term Bonds Maturing February 1, 20— 3 Year Principal Amount The remaining $ stated principal amount of such Bonds shall be paid at maturity on February 1, 20�. Notice of redemption shall be given as provided in the preceding paragraph.] 2.05. A�pointment of Initial Re istrar. The Issuer hereby appoints U.S. Bank National Association, St. Paul, Minnesota, as the initial bond registrar, transfer agent and paying agent (the Registrar). The Mayor and City Manager are authorized to execute and deliver, on behalf of the Issuer, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company organized under the laws of the United States or one of the states of the United States and authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The Issuer agrees to pay the reasonable and customary charges of the Registrar far the services performed. The Issuer reserves the right to remove the Registrax, effective upon not less than thirty days' written notice and upon the appointment and acceptance of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the Bond Register to the successor Registrar. 2.06. Registration. The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Re i�. The Registrar shall keep at its principal corporate trust office a bond register(the Bond Register) in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. The term Holder or Bondholder as used herein shall mean the person (whether a natural person, corporation, association, partnership, trust, governmental unit, or other legal entity) in whose name a Bond is registered in the Bond Register. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the Holder thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney duly authorized by the Holder in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal arnount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the ovvner's attorney in writing. 4 (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly canceled by the Registrar and thereafter disposed of as directed by the Issuer. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (� Persons Deemed Owners. The Issuer and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving payment of or on account of, the principal of and interest on the Bond and for all other purposes, and all payments made to any registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith, and, in the case of a Bond destroyed, stolen or lost, upan filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the Issuer and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment. (i) Authenticatin�A ent. The Registrar is hereby designated authenticating agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. (j) Valid Obli at� ions. All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Resolution as the Bonds surrendered upon such transfer or exchange. 5 2.Q7. Execution, Authentication and Deliverv. The Bonds shall be prepared under the direction of the City Manager and shall be executed on behalf of the Issuer by the signatures of the Mayor and the City Manager, provided that the signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security ar benefit under this Resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been prepared, executed and authenticated, the City Manager shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.08. Securities Depository. (a) For purposes of this section the following terms shall have the following meanings: `Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such person's subrogee. "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean The Depository Trust Company of New York,New York. "Participant" shall mean any broker-dealer, bank or other financial institution for which DTC holds Bonds as securities depository. "Representation Letter" shall mean the Representation Letter pursuant to which the sender agrees to comply with DTC's Operational Arrangements. (b) The Bonds shall be initially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede & Co., as nominee of DTC. The Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this Resolution, registering the transfer of Bonds, and for all other purposes whatsoever, and neither the Registrar nor the Issuer shall be affected by any notice to the contrary. Neither the Registrar nor the Issuer shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as 6 being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this Resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bands, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. So iong as any Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & Co. in accardance with DTC's Operational Arrangements, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer ta make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph (e)hereof. (c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the Issuer may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph (e) hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph (e) hereof. (d) The execution and delivery of the Representation Letter to DTC, if not previously filed with DTC, by the Mayor or City Manager is hereby authorized and directed. (e) In the event that any transfer or exchange of Bonds is permitted under paragraph (b) or(c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this Resolution. In the event Bonds in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this Resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. 2.09. Form of Bonds. The Bonds shall be prepared in substantially the following form: 7 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 2013B Interest Rate Maturity Date Date of Original Issue CUSIP N�. % February 1, 20� May 21, 2013 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: THOUSAND DOLLARS THE CITY OF GOLDEN VALLEY, MINNESOTA (the Issuer), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner named above, or registered assigns, the principal amount specified above on the maturity date specified above and promises to pay interest thereon from the date of original issue specified above or from the most recent Interest Payment Date (as hereinafter defined)to which interest has been paid or duly provided for, at the annual interest rate specified above, payable on Februaxy 1 and August 1 of each year, commencing February 1, 2014 (each such date, an Interest Payment Date), all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. The interest so payable on any Interest Payment Date shall be paid to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year composed of twelve 30-day months. The interest hereon and, upon presentation and surrender hereof at the principal office of the Registrar described below, the principal hereof are payable in lawful money of the United States of America by check or draft drawn on U.S. Bank National Association, St. Paul, Minnesota, as bond registrar, transfer agent and paying agent (the Registrar), or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. This Bond is one of an issue in the aggregate principal amount of$7,330,000 (the Bonds) issued pursuant to a resolution adopted by the City Council on April 16, 2013 (the Resolution)to provide funds,together with other available funds of the Issuer, to refund outstanding general obligation improvement bonds previously issued by the Issuer. The Bonds are issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapter 475. The Bonds are issuable only in fully registered form, in denominations of$5,000 or any integral multiple thereof, of single maturities. Bonds maturing in 2024 and later years shall be subject to redemption and prepayment at the option of the Issuer, in whole or in part, in such order of maturity dates as the Issuer may select and, within a maturity, by lot as selected by the Registrar (or, if applicable, by the bond depository in accordance with its customary procedures) in multiples of$5,000, on February 1, 2023, and on any date thereafter, at a price equal to the principal amount thereof and accrued 8 interest to the date of redemption. The Issuer shall cause notice of the call for redemption thereof to be published if and as required by law, and at least thirty and not more than 60 days prior to the designated redemption date, shall cause notice of call for redemption to be mailed, by first class mail, to the registered holders of any Bonds, at the holders' addresses as they appear on the bond register maintained by the Registrar, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. [COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS- ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDSJ [Bonds maturing in the years 20_and 20 shall be subject to mandatory redemption, at a redemption price equal to their principal amount plus interest accrued thereon to the redemption date, without premium, on February 1 in each of the years shown below, in an amount equal to the following principal amounts: Term Bonds Maturin ig n 20__ Term Bonds Maturin i� n 20__ Sinking Fund Aggregate Sinking Fund Aggregate Pavment Date Principal Amount Pavment Date Princi�al Amount $ $ Notice of redemption shall be given as provided in the preceding paragraph.] As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the Issuer at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney, and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the Issuer will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The Bonds have been designated as "qualified tax-exempt obligations"pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any 9 other nominee of The Depository Trust Company or other securities depository, the Registrar shall pay all principal of and interest on this Bond, and shall give all notices with respect ta this Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of The Depository Trust Company ar other securities depository as agreed to by the Issuer. The Issuer and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the Issuer nor the Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist,to happen and to be performed prior to and in the issuance of this Bond in order to make it a valid and binding general obligation of the Issuer in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that the Issuer has established its General Obligation Improvement Refunding Bonds, Series 2013B Bond Fund and has appropriated thereto certain investment earnings on the proceeds of the Bonds, special assessments levied upon property specially benefited by the local improvements refinanced by the Bonds and ad valorem taxes levied upon all taxable property in the Issuer, which will be collectible in the years and in amounts not less than five percent in excess of the amounts required to pay the principal of and interest on the Bonds when due; that if necessary for payment of such principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the Issuer, without limitation as to rate or amount; and that the issuance of this Bond, together with all other indebtedness of the Issuer outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation of indebtedness. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Golden Valley, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. CITY OF GOLDEN VALLEY, MINNESOTA (facsimile si�nature—Citv Manager� (facsimile signature—Mayor� CERTIFICATE OF AUTHENTICATION Dated: This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION, as Bond Registrar 10 By Authorized Representative The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to the applicable laws or regulations: TEN COM - as tenants in common UTMA ................... as Custodian for ..................... (Cust) (Minor) TEN ENT- as tenants by the entireties under Uniform Transfers to Minors Act .............. (State) JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used. 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 enlargement or any change whatsoever. Signature Guaranteed: Signature(s) must be guaranteed by an"eligible guarantor institution"meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other"signature guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. PLEASE 1NSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: [End of the Bond form] 11 SECTION 3. USE OF PROCEEDS AND SECURITY. 3.01. Bond Proceeds. Upon payment for the Bonds by the Purchaser, the City Manager shall deposit and apply the proceeds of the Bonds as follows: (a) $ shall be deposited in escrow with U.S. Bank National Association, in St. Paul, Minnesota(the Escrow Agent), the funds so deposited, together with funds of the Issuer in such amount as may be required, to be invested in securities authorized for such purpose by Minnesota Statutes, Section 475.67, subdivision 13, maturing on such dates and bearing interest at such rates as are required to provide funds sufficient, with cash retained in the escrow account, to pay all interest to become due on the Bonds to and including the Crossover Date and to pay and redeem the outstanding principal of the Refunded Bonds on the Crossover Date (and the amounts in such account are irrevocably appropriated to such purposes); (b) $ shall be used to pay issuance expenses of the Bonds; and (c) $ representing rounding amount will be deposited in the Bond Fund described in Section 3.02 hereo£ The Mayor and City Manager are hereby authorized to enter into an Escrow Agreement with the Escrow Agent establishing the terms and conditions for the escrow account in accordance with Minnesota Statutes, Section 475.67. 3.02. General Obli�;ation Improvement Refunding Bonds, Series 2013B Bond Fund. So long as any of the Bonds are outstanding and any principal of or interest thereon unpaid, the City Manager shall maintain a separate debt service fund on the official books and records of the Issuer to be known as the General Obligation Improvement Refunding Bonds, Series 2013B Bond Fund (the Bond Fund), and the principal of and interest on the Bonds shall be payable from the Bond Fund. The Issuer irrevocably appropriates to the Bond Fund (a) all receipts of principal and interest on the investments held in the escrow account established pursuant to Section 3.01 to and including the Crossover Date (other than the sum of$6,945,000 received from maturing investments on the Crossover Date to be used to retire the Refunded Bonds); (b) commencing on the Crossover Date, special assessments pledged pursuant to the resolution authorizing issuance of the Refunded Bonds; (c) ad valorem taxes collected in accordance with the provisions of Section 3.03 hereof; and (d) such other funds as may be appropriated from time to time by the Issuer to the Bond Fund to pay principal of and interest on the Bonds. The moneys on hand in the Bond Fund from time to time shall be used solely to pay the principal of and interest on the Bonds. 3.03. Pledge of Taxing Powers. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively become due, the full faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably pledged. In order to produce aggregate amounts which, together with collections of special assessments pledged as described in Section 3.02 above, will produce not less than 5% in excess of the amount needed to meet when due the principal and interest payments on the Bonds, ad valorem ta�ces are hereby levied on all taxable property in the Issuer. The taxes are to be levied and collected in the following years and amounts: Lev.�rs Collection Years Amount See attached Levy Computation 12 The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid, provided that the Issuer reserves the right and power to reduce the tax levies in accordance with the provisions of Minnesota Statutes, Section 475.61. SECTION 4. DEFEASANCE. When all of the Bonds have been discharged as provided in this Section, all pledges, covenants and other rights granted by this Resolution to the Holders of the Bonds shall cease. The Issuer may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full, or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The Issuer may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms by depositing with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice af such redemption has been duly given as provided herein. The Issuer may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with the Registrar or with a bank or trust eompany qualified by law to act as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited for such purpose, bearing interest payable at such times and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal and interest to become due thereon to maturity or, if notice of redemption as herein required has been irrevocably provided for, to an earlier designated redemption date, provided, however, that if such deposit is made more than ninety days before the maturity date or specified redemption date of the Bonds to be discharged, the Issuer shall have received a written opinion of Bond Counsel to the effect that such deposit does not adversely affect the exemption of interest on any Bonds from federal income taxation and a written report of an accountant ar investment banking firm verifying that the deposit is sufficient to pay when due all of the principal and interest on the Bonds to be discharged on and before their maturity dates or earlier designated redemption date. SECTION 5. CERTIFICATION OF PROCEEDINGS. 5.01. Re istg ration of Bonds. The City Manager is hereby authorized and directed to file a certified copy of this Resolution with the County Auditor of Hennepin County and obtain a certificate that the Bonds have been duly entered upon the County Auditor's bond register and the tax required by law has been levied. 5.02. Authentication of Transcript. The officers of the Issuer and the County Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel, certified copies of all proceedings and records relating to the Bonds and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds, as the same appear from the books and records in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. 13 5.03. Official Statement. The Official Statement relating to the Bonds, dated Maxch 27, 2013, prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby approved, and the officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. Springsted Incorporated is hereby authorized on behalf of the Issuer to prepare and distribute to the Purchaser within seven business days from the date hereof a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Bonds as is required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission (the SEC) under the Securities Exchange Act of 1934. The officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. SECTION 6. TAX COVENANTS• ARBITRAGE MATTERS AND CONTINUING DISCLOSURE. 6.01. General Tax Covenant. The Issuer covenants and agrees with the registered owners from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents, any action which would cause the interest on the Bonds to become includable in gross income of the recipient under the Code and applicable Treasury Regulations (the Regulations), and covenants to take any and all affirmative actions within its powers to ensure that the interest on the Bonds will not become includable in the gross income of the recipient under the Code and the Regulations. The Issuer has not and will not enter into any lease, management contract, operating agreement, use agreement or other contract relating to the use or operation of the facilities refinanced by the Bonds, or any portion thereof, or security for the payment of the Bonds which would cause the Bonds to be considered "private activity bonds" or"private loan bonds"pursuant to Section 141 of the Code. 6.02. Arbitrage Certification. The Mayor and City Manager, being the officers of the Issuer charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 of the Code and Section 1.148-2(b) of the Regulations stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. 6.03. Arbitrage Rebate. The Issuer acknowledges that the Bonds are subject to the rebate requirements of Section 148(� of the Code. The Issuer covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(� and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the Bonds qualify for an exception from the rebate requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds (other than amounts constituting a"bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof. 14 6.04. Qualified Tax-Exempt Obli ations. The City Council hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the disallowance of interest expense for financial institutions, and hereby finds that the reasonably anticipated amount of tax-exempt obligations which are not private activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for the purpose of this representation) and are not excluded from this calculation by Section 265(b)(3)(C)(ii) of the Code which will be issued by the Issuer and all subordinate entities during calendar year 2013 does not exceed $10,000,000. 6.05. Redemption of Refunded Bonds. The City Manager is hereby directed to advise U.S. Bank National Association, as paying agent for the Refunded Bonds,to call the Refunded Bonds for redemption and prepayment on the Crossover Date and to give notice of redemption in accordance with the resolution authorizing the issuance of the Refunded Bonds. 6.06. Continuing Disclosure. (a) Purpose and Beneficiaries. In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with paragraph (b)(5) of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (as in effect and interpreted from time to time, the Rule), the Issuer hereby covenants and agrees for the benefit of the Owners (as hereinafter defined) from time to time of any Bonds which axe Outstanding, to provide annual reports of specified information and notice of the occurrence of certain events, if material, as hereinafter described (the Disclosure Covenants). The Issuer is the only"obligated person" in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. Breach of the Disclosure Covenants will not constitute a default under this Resolution or the Bonds. A broker or dealer is to consider a known breach of the Disclosure Covenants, however, before recommending the purchase or sale of Bonds in the secondary market. Thus, a failure on the part of the Issuer to observe the Disclosure Covenants may adversely affect the transferability and liquidity of the Bonds and their market price. As used herein, "Owner" or"Bondowner" means, in respect of a Bond, the registered holder or holders thereof appearing in the bond register maintained by the Registrar or any`Beneficial Owner" (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, "Beneficial Owner"means, in respect of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or(ii) is treated as the owner of the Bond for federal income tax purposes. As used herein, a"Material Fact" is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond ar, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed under the Disclosure Covenants or information generally available to the public. Notwithstanding the faregoing sentence, a "Material Fact" is also an event that would be deemed"material" for purposes of the purchase, 15 holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. (b) Information To Be Disclosed. The Issuer will provide, in the manner set forth under "Manner of Disclosure" in subsection (c) below, either directly or indirectly through an agent designated by the Issuer, the following information at the following times: (1) Annual Information. As soon as available, but not later than twelve (12) months after the end of each fiscal year of the Issuer, commencing with the fiscal year ending December 31, 2012, the following financial information and operating data(the Disclosure Information): (A) The audited financial statements of the Issuer for such fiscal year, prepared in accordance with generally accepted accounting principles in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the Issuer, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the Issuer; and (B) To the extent not included in the financial statements referred to in paragraph (A) hereof, information of the type set forth below, which information may be unaudited: City Property Values, City Indebtedness and City Tax Rates, Levies and Collections. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the Issuer shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the Issuer shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated, if it is updated as required by the Disclosure Covenants, by reference from other documents, including official statements. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board (the MSRB). If any part of the Disclosure Information can no longer be generated because the operations of the Issuer have materially changed or been discontinued, such Disclosure Information need no longer be provided if the Issuer includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other Issuer operations in respect of which data is not included in the Disclosure Information and the Issuer determines that certain specified data regarding such replacement operations would be a Material Fact, then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or the Disclosure Covenants are amended as permitted by this Resolution, then the Issuer is to include in the next Disclosure Information to be delivered under the Disclosure Covenants, to the extent necessary, 16 an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) Certain Material Events. In a timely manner not in excess of ten business days after the occurrence of the event, notice of the occurrence of any of the following events (each a Material Fact): (A) Principal and interest payment delinquencies; (B) Non-payment related defaults, if material; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions,the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds,or other material events affecting the tax status of the Bonds; (G) Modifications to rights of security holders, if material; (H) Bond calls, if material, and tender offers; (I) Defeasances; (J) Release, substitution, or sale of property securing repayment of the securities, if material; (K) Rating changes; (L) Bankruptcy, insolvency, receivership or a similar event with respect to the Issuer; (M) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (N) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (3) Certain Other Information. In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the Issuer to provide the Disclosure Information at the time specified under"Annual Information" in paragraph (b)(1) above; (B) the amendment or supplementing of the Disclosure Covenants pursuant to this Resolution, together with a copy of such amendment or supplement and any explanation provided by the Issuer under the Disclosure Covenants; (C) the termination of the obligations of the Issuer under the Disclosure Covenants pursuant to this Resolution; 17 (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the Issuer. (c) Manner of Disclosure. (1) The Issuer agrees to make available to the MSRB, in an electronic format as prescribed by the MSRB from time to time,the information described above. (2) All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB from time to time. (d) Term; Amendments; Interpretation. (1) The Disclosure Covenants shall remain in effect until all Bonds have been paid or defeased under this Resolution. Notwithstanding the preceding sentence, however, the Disclosure Covenants shall terminate and be without further effect as of any date on which the Issuer delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the Issuer to comply with the Disclosure Covenants will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) The Disclosure Covenants (and the form and requirements of the Disclosure Information)may be amended or supplemented by the Issuer from time to time, without notice to or the consent of the Owners of any Bonds, by a resolution of the governing body of the Issuer filed with the Registrar accompanied by an opinion of Bond Counsel, who may rely on certificates of the Issuer and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement(a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the Issuer or the type of operations conducted by the Issuer, or(b) is required by, or better complies with, the provisions of paragraph(b)(5) of the Rule; (ii)the Disclosure Covenants as so amended or supplemented would have complied with the requirements of paragraph(b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the Issuer agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the 18 reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) The Disclosure Covenants are to be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. (e) Default; Remedies. If the Issuer fails to comply with any of the Disclosure Covenants, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any such covenant. Direct, indirect, consequential and punitive damages shall not be recoverable, however, for any default thereunder to the extent permitted by law. In no event shall a default under the Disclosure Covenants constitute a default under the Bonds or under any other provision of this Resolution. Shepard M. Harris, Mayor ATTEST: Susan M. Virnig, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk, 19 PROJECTED LEVIES Date L� $ Total � 20 ESCROW AGREEMENT THIS ESCROW AGREEMENT, made and entered into by and between the City of Golden Valley, Minnesota(the Issuer), and U.S. Bank National Association, in St. Paul, Minnesota(the Agent); WITNESSETH, that the parties hereto recite and, in consideration of the mutual covenants and payments referred to and contained herein, covenant and agree as follows: 1. The Issuer has duly issued and presently has outstanding an issue of General Obligation Improvement Bonds, Series 2006B (the Series 2006B Bonds) and has issued its $7,330,000 General Obligation Improvement Refunding Bonds, Series 2013B, dated as of May 21, 2013 (the Refunding Bonds), to refund in an advance crossover refunding on February 1, 2016 (the Crossover Date)those outstanding Series 2006B Bonds maturing in the years 2017 through 2026, which are currently outstanding in the principal amount of$6,945,000 (the Refunded Bonds). 2. The Issuer has also, in accordance with a resolution adopted April 16, 2013 (the Resolution), simultaneously with the execution of this Agreement, transmitted Refunding Bond proceeds in the amount of$ to the Agent to be used as follows: (a) $ of Refunding Bond proceeds to purchase an equivalent principal amount of federal securities as identified in Exhibit A attached hereto; and (b) $ of Refunding Bond proceeds to be deposited as a beginning cash balance in the Escrow Account hereinafter established. In the opinion of Barthe & Wahrman, PA, independent, nationally recognized certified public accountants (the Accountants),the federal securities designated in paragraph (a) mature at such times and bear interest at such rates that the collections of principal and interest therean, together with the initial cash balance designated in paragraph(b), will produce amounts shown on Exhibit B attached hereto sufficient to pay (i)the interest due on the Refunding Bonds to and including the Crossover Date and (ii) the principal amount of the Refunded Bonds on the Crossover Date. 3. The Agent agrees to apply the funds received from the Issuer in the manner and for the purposes set forth in Section 2 hereof and in this Section. The Agent acknowledges purchase and receipt of the cash and federal securities described in Section 2 and agrees that it will hold such cash and federal securities in a special escrow account(the Escrow Account) in the name of the Issuer, and will collect and receive on behalf of the Issuer all payments of principal and interest on such federal securities and will remit from the Escrow Account, as the paying agent for the Refunded Bonds, the money required from time to time for payment of principal of, redemption price and interest thereon as shown in Exhibit B. The Agent will, not less than 30 days prior to the Crossover Date, cause the Notice of Redemption relating to the Refunded Bonds attached hereto as Exhibit C, to be mailed to the holders of all Refunded Bonds to be redeemed on the Crossover Date. 4. In order to ensure continuing compliance with the Internal Revenue Code of 1986, as amended (the Code), and Treasury Regulations (the Regulations) promulgated thereunder, the Agent agrees that it will not reinvest any cash received in payment of the principal of and interest on the federal securities held in the Escrow Account. Said prohibition on reinvestment shall continue unless and until an opinion is received from nationally recognized bond counsel that reinvestments in general obligations of the United States or obligations the principal of and interest on which are guaranteed as to payment by the United States, as specified in said opinion, may be made in a manner consistent with the Code and then-existing Regulations. The federal securities described in Exhibit A hereto may, at the written direction of the Issuer, be replaced, in whole or in part, with general obligations of the United States or obligations the principal of and interest on which are guaranteed as to payment by the United States and which mature as to principal and interest in such amounts and at such times as will assure the availability of sufficient moneys to make payment when due of the interest on the Refunding Bonds to and including the Crossover Date, to the extent described in Section 2 hereof, and will be sufficient to pay the principal amount of the Refunded Bonds called for redemption on the Crossover Date, provided, however, that concurrently with such written direction, the Issuer shall provide the Agent with (a) a certification of an independent certified public accountant as to the sufficiency of the federal securities to be subject to this Agreement following such replacement and as to the yields thereof, setting forth in reasonable detail the calculations underlying such certification, (b) an unqualified opinion of nationally recognized bond counsel to the effect that such replacement (1) will not cause the Refunded Bonds or the Refunding Bonds to be subjected to treatment as "arbitrage bonds,"under Section 148 of the Code, and (2) is otherwise in compliance with this Agreement. Any replacement authorized by this paragraph 4 shall be accomplished by sale, transfer, request for redemption or other disposition of all or a portion of the federal securities described in Exhibit A hereto with the proceeds thereof being applied to the purchase of substitute federal securities, all as specified in the written direction of the Issuer. 5. The Agent acknowledges that arrangements satisfactory to it for payment of its compensation for all services to be performed by it as Agent under this Agreement have been made. The Agent expressly waives any lien upon or claim against the moneys and investments in the Escrow Account. 6. If at any time it shall appear to the Agent that the money in the Escrow Account will not be sufficient to make any payment due to the registered owners of any of the Refunding Bonds or Refunded Bonds as described in Section 2 hereof, the Agent shall immediately notify the Issuer. Upon receipt of such notice the Issuer shall forthwith transmit to the Agent for deposit in the Escrow Account from moneys on hand and legally available therefor, such additional moneys as may be required to make any such payment, and the Issuer recognizes its obligation to levy ad valorem taxes on all taxable property in the Issuer to the extent permitted by Minnesota law to produce the moneys necessary for this purpose. 2 7. Within 60 days following the close of each fiscal year of the Issuer and the close of the Escrow Account, the Agent shall submit to the Issuer a report covering all money it shall have received and all payments it shall have made or caused to be made hereunder during the preceding fiscal year or portion thereof. 8. It is recognized that title to the federal securities and money held in the Escrow Account from time to time shall remain vested in the Issuer but subject always to the prior charge and lien thereon of this Agreement and the use thereof required to be made by the provisions of this Agreement. The Agent shall hold all such money and obligations in a special trust fund and account separate and wholly segregated from all other funds and securities of the Agent or deposited therein. It is understood and agreed that the responsibility of the Agent under this Agreement is limited to the safekeeping and segregation of the moneys and securities deposited with it in the Escrow Account, and the collection of and accounting for the principal and interest payable with respect thereto. 9. This Agreement is made by the Issuer for the benefit of the holders of the Refunding Bonds and the Refunded Bonds, as their interests may appear, and is not revocable by the Issuer, and the investments and other funds deposited in the Escrow Account and all income therefrom have been irrevocably appropriated for the payment of interest on the Refunding Bonds prior to and including the Crossover Date and the payment and redemption of the Refunded Bonds on the Crossover Date, in accordance with this Agreement. This Agreement may not be amended except to (i) sever any clause herein deemed to be illegal, (ii)provide for the reinvestment of funds or the substitution of securities as permitted by Section 4 hereof or(iii) cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision, provided that the Agent shall determine that any such amendment shall not adversely affect the owners of the Refunded Bonds or Refunding Bonds. In the event an amendment to this Agreement is proposed to be made pursuant to this Section 9, prior notice shall be given by first class mail, postage prepaid, to the following organization at the following address (or such other address as may be provided by the addressee) and shall be deemed effective upon receipt: Moody's Municipal Rating Desk/Refunded Bonds, 7 World Trade Center—250 Greenwich Street,New York,New York 10007. 10. This Agreement shall be binding upon and shall inure to the benefit of the Issuer and the Agent and their respective successors and assigns. In addition,this Agreement shall constitute a third party beneficiary contract for the benefit of the registered owners of the Refunding Bonds and the Refunded Bonds, as their interests may appear. Said third party beneficiaries shall be entitled to enforce performance and observance by the Issuer and the Agent of the respective agreements and covenants herein contained as fully and completely as if said third party beneficiaries were parties hereto. 1 L Upon merger or consolidation of the Agent, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Agent. Upon the resignation of the Agent, which shall be communicated in writing to the Issuer, or in the event the Agent becomes incapable of acting hereunder,the Issuer reserves the power to appoint a successor Agent. No resignation shall become effective until a successor Agent has been appointed. 3 TN WITNESS WHEREOF the parties hereto have caused this instrument to be duly executed by their duly authorized officers on May 21, 2013. CITY OF GOLDEN VALLEY, MINNESOTA By Mayor And City Manager [Signature Page to Escrow Agreement dated May 21, 2013] 4 U.S. BANK NATIONAL ASSOCIATION, ' as Agent By Its [Signature Page to Escrow Agreement dated May 21, 2013] 5 EXHIBIT A A-1 EXHIBIT B B-1 NOTICE OF REDEMPTION $7,320,000 General Obligation Improvement Bonds, Series 2006B Dated as of July 1, 2006 City of Golden Valley, Minnesota Notice is hereby given that all Bonds of the above issue which mature on February 1 in the following years and amounts: Maturi Amount Rate CUSIP Maturi Amount Rate CUSIP 381246 381246 2017* $210,000 4.100% CA3 2022* $ 1,040,000 4.150% CF2 2018* 215,000 4.100 CB1 2023* 1,145,000 4.150 CGO 2019* 220,000 4.125 CC9 2024* 1,155,000 4.200 CH8 2020* 310,000 4.125 CD7 2025* 1,165,000 4.250 CJ4 2021* 310,000 4.150 CES 2026* 1,175,000 4.250 CK1 *Indicates full call. are called for redemption and prepayment on February 1, 2016. The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date of redemption. Holders of such Bonds should present them for payment on or before said date, on which date they will cease to bear interest. A form W-9, Payer's Request for Taxpayer ldentification Number, must be completed and returned with the called bond or 31%of the bond redemption proceeds will be withheld. Payment of bonds to be redeemed will be made on and after February 1, 2016, by submitting said bonc!along with the completed form W-9 to U.S. Bank National Association,at the following addresses; If bv Mail: If by Hand or Overni h�Mail: U.S. Bank National Association U.S. Bank National Association Corporate Trust Operations, 3rd Floor 60 Livingston Avenue P.O. Box 64111 EP-MN-WS3C St. Paul, MN SS164-011 ] Bond Drop Window, lst Floor St. Paul, MN 55107 If you request payment of principal and/or interest via wire transfer,please be advised there is a wire transfer fee which will be deducted from your payment. Dated: , 20 . U.S. BANK NATIONAL ASSOCIATION C-1 �Z�� 0� ��,. P: Planning Department 763-593-8095/763-593-8109(fax) ��. ,��a�P � ,.. �� �,�,� _ Executive Summary For Action Golden Valley City Council Meeting . April 16, 2013 Agenda Item 6. C. Approval of Plat- Lupient (MINI Cooper) PUD No. 63 and Authorization to Sign Amended PUD Permit and PUD Development Agreement - PUD No. 63 -Amendment#2 Prepared By Joe Hogeboam, City Planner Summary At the April 3, 2013 City Council meeting,the Council held a public hearing on the Final PUD plan for the Lupient (MINI Cooper) PUD No. 63, Amendment#2. After the hearing the Council approved the Final plan. The Final Plat, PUD Permit and PUD Development Agreement have now been prepared for consideration. City staff has reviewed the documents and finds them to be consistent with the approved Final PUD plan and the requirements of City Code. Attachments Underlined/Overstruck MINI Cooper PUD Permit No. 63, Amendment#2 (4 pages) PUD Development Agreement - MINI Cooper PUD No. 63 (6 pages) Final Plat - MINI Cooper PUD No. 63 (2 pages) Resolution for Approval of Plat- MINI Cooper PUD No. 63 (1 page) Recommended Action Motion to adopt Resolution for Approval of Plat- MINI Cooper PUD No. 63, Motion to authorize the Mayor and City Manager to sign the amended PUD permit and PUD Development Agreement for MINI Cooper PUD No. 63, Amendment#2. Saturn Addition P.U.D. No. 63 City Council Approval: September 21, 1993 Amendment#1 City Council Approval: April 18, 1995 Amendment#2 City Council Approval: April 3, 2013 City of Golden Valley, Minnesota Use Permit for Planned Unit Development Project Name: ��-A�sN�e� MINI Coo�er P.U.D. No. 63 Location: Area bounded by Louisiana Avenue on the west, Laurel Avenue on the north and Market Street on the south Legal Description: , , , Lots 1 2 and 3 Block 1 MINI Cooper P.U.D. No. 63 Applicant: UAG Minneapolis B1, LLC, a Delaware limited liability com�anv Address: , � ' , 2555 Telegraph Road Owner: Jim Lupient E�e�+�e Company. Inc. Address: 7100 Wayzata Blvd, Minneapolis, MN 55426 Zoning District: �a�l I-394 Mixed Use Permitted Uses: The P.U.D. Permit allows for the #e�three parcels to be used for two auto dealerships and one auto reconditioning center (body shop) Components: A. Land Use Component ( e n i4�or) ��ii4hin D ��"���cnrlmon4 Aln. '1�� 11�� . c c�-�rttca-o rrtrrn-r�-. �z��� 2. The plans prepared for Amendment No. 2 bv BKBM En.gineers dated February 5� 2013, submitted with the application shall become part of this approval. 3. The recommendations and requirements outlined in the memo from Fire Chief Mark Kuhnly to Mark Grimes, Director of Planninq and Development dated March 4, 2013, reqardinq Amendment No. 2 shall become part of this approval. MINI Cooper P.U.D. No. 63 (Amendment No. 2) Page 2 4. The recommendations and requirements outlined in the memo from Citv Engineer Jeff Oliver to Mark Grimes, Director of Planning and Development, dated March 4, 2013, regarding Amendment No. 2 shall become a part of this ap�roval. 5. The ##�ee buildings on #�e Lots 1 and 2 shall be for auto sales and limited auto service. The building on Lot 3 sha!! be used for auto reconditioning (body shop). Uses other than specified above shall require an amendmen#ta this amended (No. �- 2) P.U.D. No. 63 Permit. 6. 7. . . The building plans for the auto reconditioning (body shop) building are shown on the attached building plan dated 1/21/95. . (Note: the Saturn building was constructed as part of the original P.U.D. The auto reconditioning building was built as part of the original P.U.D. and w+N-�e was expanded as part of Amendment No. 1.) 8. � The Chief of Fire and Inspections shall have the right to modify�+s�� the lightingplans. The main parking lot lighting shall be turned off between the hours of 10 pm and 6 am. Security lighting, approved by the Chief of Fire and Inspections, shal� be permitted. 9. All signs � shall meet the requirements of the City's sign �se code. 10. There shall be no hardscape vehicle display areas within the front yard setback areas. 11. The second level parking area in the auto reconditioning center permitted by ##is amendment No. 1 shall not be converted to work space and shall anly be used for the parking of vehicles waiting for service. The stacks on the auto reconditioning center facing Laurel Avenue shall be screened prior to a "Certificate of Occupancy" t�eing granted to the auto reconditioning center addition. B. Circulation Component 1. Access drives and parking shall be constructed as per the site plan prepared for Amendment No. 2 bv BKBM Enqineers dated February 5, 2013. MINI Cooper P.U.D. No. 63 (Amendment No. 2) Page 3 2. Cross parking and access agreements for the entire P.U.D. have been filed with Hennepin County. These agreements allow the use of all parking and drive areas by all users of the properties. 3. C. Subdivision 1. The final plat of � MINI Cooper P.U.D. No. 63 n����,� shall be filed with Hennepin County. Proof of such filing "°„ °�rt shall be given to the City. D. Services and Facilities 1. The grading and utility plans dated 1/23/95 and prepared by RLK Associates and the plans prepared for Amendment No. 2 bv BKBM Engineers dated Februarv 5, 2013 shall become part of this permit. Any changes to the plan sha!! be approved by the City Engineer. 2. The drainage plan shall be approved by the Bassett Creek Water Management Organization prior to issuance of any building permits. 3. Sewer and water service connections shall conform to the City's utility standards. 4. Jim Lupient Oldsmobile Company has received a permit from the U.S. Army Corps of Engineers to construct on this site and applicant agrees to any conditions placed on development of this site by the U.S. Army Corps of Engineers. 5. The use of an outdoor loudspeaker system shall not be allowed. 6. The hours of operation shall be from 6 am to 10 pm. 7. Exterior bicycle parkinq shall be added to the northeast corner of the MINI Cooper building_ 8. The applicant shall store snow in accordance with the snow storage areas indicated on the Site Plan. It is hereby understood and agreed that this Use Permit is a part of the City Council approval granted on September 21, 1993, April 18, 1995 and April 3, 2013. Any changes to . . . . . . . , . , this PUD Permit shall require an additional amendment. ���-A�ie� MINI Cooper P.U.D. No. 63 (Amendment No. 2) Page 4 1111A 1 I IDICAIT f11 1'1C11Af'1Q11 C �`�111ADA1►IV UAG MINNEAPOLIS B1, LLC Witness: By: Title: Date: CITY OF GOLDEN VALLEY Witness: By: Rl�ir Trerr+oro� Shepard M. Harris, Mayor Date: Witness: By: �-��es, Thomas D. Burt, City Manager Date: Warning: This permit is subject to all other state, federal, and local ordinances, regulations, or laws with authority over this development. DEVELOPMENT AGREEMENT MINI Cooper P.U.D.#63 Amendment 2 AGREEMENT dated this 16th day of April, 2013, by and between the City of Golden Valley, a Minnesota municipal corporation (the "City"), and UAG Minneapolis B1, LLC, (the "Developer"). 1. Reauest for Plat Approval. The Developer has asked the City to approve a Planned Unit Development and a plat of land to be known as MINI Cooper, which land is legally described on Attachment One, attached hereto and hereby made a part hereof (hereinafter referred to as the "subject property"). 2. Conditions of Plat Approval.The City has approved the Planned Unit Development Amendment and the plat on the following conditions: a. Conformance to, and inclusion of, all provisions of the Final Plans for MINI Cooper dated February 5, 2013, prepared by BKBM Engineering. b. Incorporation of any easements necessary to accommodate drainage, ponding, streets and utilities. c. Marketable title in the Developer, if the City Attorney determines a title review is necessary before final plat approvaL d. The property must achieve compliance with the City's Inflow and Infiltration Ordinance, prior to occupancy of the building. 3. Effect of Subdivision Approval. For two (2) years from the date of this Agreement, no amendments to the City's Comprehensive Plan, or official controls shall apply to or affect the use, development density, lot size, Iot layout or dedications of the approved plat unless required by state or federal law or agreed to in writing by the City and the Developer. Thereafter, notwithstanding anything in this Agreement to the contrary, to the full extent permitted by state law, the City may require compliance with any amendments to the City's Comprehensive Guide Plan, official controls, platting or dedication requirements enacted after the date of this Agreement. 4. Development Plans. The subject property shall be develaped in accordance with the approved plans, original copies of which are on file with the City Department of Public Works. lf the plans vary from the written terms of this Agreement,the written terms shall controL S. Installation bv Developer. The Developer shall install or cause to be installed and pay for the following, hereinafter referred to as the "Developer Improvements." The grading, erosion control and landscaping shall all be made in accordance with City approved plans. a. Setting of Lot and Block Monuments b. Surveying and staking of work required to be performed by the Developer c. Gas, electric, telephone, and cable lines prior to building occupancy 1 d. One set of sewer and water services per building prior ta building occupancy e. The sewer service to the new building must comply with the City's Inflow and Infiltration ordinance prior to occupancy of the building f. Other items as necessary to complete the development as stipulated herein or in other agreements 6. Permit. The Developer hereby grants the City, its agents, employees, officers and contractors a permit to enter the Subject Propertyto perform all work and inspections deemed appropriate by the City during the site development including building construction. 7. Assessment for Public Works Costs. a. The Developer must submit the following cash securities: i. Payment of the estimated costs (calculated at $17,000) for the City to construct a future sidewalk and associated curb ramps along Laurel Avenue adjacent to the development. If the City's plans to construct a sidewalk along Laurel Avenue change due to unforeseen circumstances, the City may use these funds to construct, repair, or improve its pedestrian system in another location that meets the needs of the City. b. The Developer shall be responsible for obtaining compliance with the City's Inflow and Infiltration (I/I) ordinance. The Developer shall enter into an I/I Deposit Agreement with the City and provide a financial security as a guarantee that the sanitary sewer service is brought into compliance with the Inflow and Infiltration ordinance prior to occupancy of the building. c. The Developer must submit a Stand-by Irrevocable letter of Credit for the following: i. The Developer must dredge the west basin of the existing Stormwater pond to its design contours, remove volunteer trees and vegetation, and remove trash and debris from the west basin and its pipes and outlets. The Developer shall include in the Letter of Credit 125% of the estimated cost to perform the pond dredging and maintenance (calculated at$6,000) as a guarantee that the work will be completed in a timely manner and according to the approved plans on file in the Engineering office. ii. The Letter of Credit submitted by the Developer must include 125% of the estimated cost (calculated at $59,100) to furnish and install the landscape plant materials. The landscape plantings must survive a two-year warranty period and will be inspected by the City two years after project completion. 8. Propertv Fees, Char�es and Assessments. The Developer understands that builders will be required to pay for the Subject Property fees, charges and assessments in effect at the time of issuance of building permits. The rates for each of these items will be set according to the current rate structure at the time the building permit is received. 9. Developer's Default. In the event of default by the Developer as to any of the work to be performed by its hereunder, the City may, at its option, perform the work and the Developer shall promptly reimburse the City for any expense incurred by the City, provided the Developer is first given notice of the work in default, not less than 48 hours 2 in advance. This Agreement is a license for the City to act, and it shall not be necessary for the City to seek a court order for permission to enter the land. When the City does any such work, the City may, in addition to its other remedies, levy the cost in whole or in part as a special assessment against the Subject Property. Developer waives its rights to notice of hearing and hearing on such assessments and its right to appeal such assessments pursuant to Minnesota Statutes, Section 429.081. 10. Miscellaneous. a. The Developer represents to the City that the development of the Subject Property, the subdivision and the plat comply with all city, county, metropolitan, state and federal laws and regulations including, but not limited to: subdivision ordinances, zoning ordinances and environmental regulations. b. Third parties shall have no recourse against the City under this Agreement. c. Breach of the terms of this Agreement by the Developer shall be grounds for denial of building permits, including lots sold to third parties. d. If any portion, section, subsection, sentence, clause, paragraph or phase of this Agreement is for any reason held invalid, such decision shall not affect the validity of the remaining portion of this Agreement. e. The action or inaction of the City shall not constitute a waiver or amendment to the pravisions of this Agreement. To be binding, amendments or waivers shall be in writing, signed by the parties and approved by written resolution of the City Council. The City's failure to promptly take legal action to enforce this Agreement shali not be a waiver or release. f. This Agreement shall run with the land and may be recorded against the title to the property. The Developer agrees to provide the execution of amendments to this Agreement, as are necessary to effect the recording hereof. After the Developer has campleted the work required of it under this Contract, at the Developer's request, the City will execute and deliver to the Developer a release. g. Each right, power or remedy herein conferred upon the City is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to the City, at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so exciting may be exercised from time to time as often and in such order as may be deemed expedient by the City and shall not be a waiver of the right to exercise at any time thereafter any other right, power or remedy. h. The Developer may not assign this Agreement without the written permission of the City Council. 3 i. it is the present intention of the Council not to grant to the developer variances for this subdivision. 11. Notices. Required notices to the Developer shall be in writing, and shall be either hand delivered to the Developer, its employees or agents, or mailed to the Developer by registered mail at the following address: UAG Minneapolis B1, LLC 2555 Telegraph Road Bloomfield Hills, MI 48302 Notices to the City shall be in writing and shall be either hand delivered to the City Manager, or mailed to the City by registered mail in care of the City Manager at the following address: City Manager City of Golden Valley 7800 Golden Valley Road Golden Valley, MN 55427 IN WITNESS WHEREOF,the parties have hereunto set their hands the day and year first above written. CITY OF GOLDEN VALLEY By: Shepard M. Harris, Mayar By: Thomas D. Burt, City Manager DEVELOPER By: Its STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of 2013, by Shepard M. Harris, Mayor, and Thomas D. Burt, City Manager, of the City of Golden Valley, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. Notary Public 4 STATE OF MINNESOTA ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 20 , by UAG Minneapolis B1, LLC, on behalf of the said Developer. Notary Public 5 ATTACHMENT 1 Lots 1, 2 and 3, Block 1, MINI Cooper P.U.D. 63 � _ - ; _ ;a ��� � o c.�� , � � = ,� vo E� � ' A�/y - - o a � _ i oo� , � — — i I L _- —o DI � N . d „ Q � � v V�3 m u O � N I ��y i C ��y o� i �\/ - - i� -� i° orr� � � � � � - lo lo oEv� o� v � A � � � „ � r� � n 'o y � � lo I I 1 I a 'a I � I I I � � �o _ � o M1� Z � a � I` i I I y . 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I 0 :�, / "_w;I NWI1tl5�O 3NIl 153M , ' �A_ I . o an �'� \34 = � \ � r •.. a Nol OW �n �w I � "---'L>'9f81 3„LS,I I.— Zry .�.J 'l/�.��-/"1 A v o�°� �m � v�i�i� . � ' _Ji i/V_Ji�V ��/l'7 �t� �� \ V/V V/J/I IV '��� I �� � . � y i9'£f££ M„CS,II.ZS------ ---; ��c�iz 3'\ ��z� � ~ - O � ��:io I �1\I\J i 'lL/ _ s i�(1V�� IV111^nVIVI \, J.�� V/�l � pg ,N21: n \�� I 011 ( �:t(�- ' vi : 0 �;�� N3N:E��� '^ � 0 Resolution 13-35 April 16, 2013 Member intr4duced the following resolution and moved its adoption: RESOLUTION FOR APPROVAL OF PLAT - MINI COOPER P.U.D. NO. 63 WHEREAS, the City Council for the City of Golden Valley, pursuant to due notice, has heretofore conducted a public hearing on the proposed plat to be known as MINI Cooper P.U.D. 63 covering the following described tracts of land: Lots 1, 2 and 3, Block 1, MINI Cooper P.U.D. 63 WHEREAS, all persons present were g+ven the opportunity to be heard; NOW, THEREFORE, BE IT RESOLVED, by the City Council for the City of Golden Valley, that said proposed plat be, and the same hereby is, accepted and approved, and the proper officers of the City are hereby authorized and instructed to sign the original of said plat and to do all other things necessary and proper in the premises. Shepard M. Harris, Mayor ATTEST: Susan M. Virnig, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk.