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94-20 - 03-22 Amend Resolution No 91-102 and 92-42 Human Services FoundationResolution 94-20 March 22, 1994 Member Thompson introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE AND SALE OF $325,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS SERIES 1994D BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the City), as follows: Section 1. Purpose. It is hereby determined to be in the best interests of the City to issue its $325,000 General Obligation Equipment Certificates of Indebtedness, Series 1994D (the Certificates), the proceeds of which shall be used to acquire certain items of capital equipment for various City purposes. Section 2. Terms of Proposal. Springsted Incorporated, financial con- sultant to the City, has presented to this Council forms of Terms of Proposal for the Certificates described in Section 1 which are attached hereto and hereby approved and shall be placed on file by the Clerk. Each and all of the provi- sions of the Terms of Proposal are hereby adopted as the terms and conditions of the Certificates and of the sale thereof. Springsted Incorporated, as indepen- dent financial advisers, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9) is hereby authorized to solicit bids for the Certificates on behalf of the City on a negotiated basis. Section 3. Sale Meeting. This Council shall meet at the time and place shown in the Terms of Proposal, for the purpose of considering sealed bids for the purchase of the Certificates and of taking such action thereon as may be in the best interests of the City. Blair Tremere, Mayor ATTEST: S irley JJN41so1n, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Micks, and upon a vote being taken thereon, the following voted in favor thereof: Johnson, Micks, Russell, Thompson and Tremere; and the following voted against the same: none; whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk. Resolution 94-20 - Continued March 22, 1994 THE CITY HAS AUTHORIZING SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $325,000 CITY OF GOLDEN VALLEY, MINNESOTA GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1994D Proposals for the Certificates will be received on Tuesday, May 3, 1994, until 11:30 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Certificates will be by the City Council at 6:30 P.M., Central Time, of the same day. DETAILS OF THE CERTIFICATES The Certificates will be dated June 1 , 1994, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 1995. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Certificates will be issued in the denomination of $5,000 each, or in integral multiples thereof, as requested by the purchaser, and fully registered as to principal and interest. Principal will be payable at the main corporate office of the registrar and interest on each Certificate will be payable by check or draft of the registrar mailed to the registered holder thereof at the holde@s address as it appears on the books of the registrar as of the close of business on the 1 5th day of the immediately preceding month. The Certificates will mature February 1 in the years and amounts as follows: 1996 $100,000 1997 $110,000 1998 $115,000 OPTIONAL REDEMPTION The Certificates will not be subject to payment in advance of their respective stated maturity dates. SECURITY AND PURPOSE The Certificates will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. The proceeds will be used to finance the purchase of equipment for various City purposes. TYPE OF PROPOSALS Proposals shall be for not less than $323,375 and accrued interest on the total principal amount of the Certificates. Proposals shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashiers check or a Financial Surety Bond in the amount of $3,250, payable to the order of the City. If a check is used, it must accompany each proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be sub- mitted to Springsted Incorporated prior to the opening of the proposals. The Resolution 94-20 - Continued March 22, 1994 Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Certificates are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashiers check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Certificates is adjourned, recessed, or continued to another date without award of the Certificates having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1%. Rates must be in ascending order. Certificates of the same maturity shall bear a single rate from the date of the Certificates to the date of maturity. No conditional proposals will be accepted. AWARD The Certificates will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non -substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Certificates, (ii) reject all proposals without cause, and, (iii) reject any proposal which the City determines to have failed to comply with the terms herein. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regu- lations. The City will pay for the services of the registrar. CUSIP NUMBERS If the Certificates qualify for assignment of CUSIP numbers such numbers will be printed on the Certificates, but neither the failure to print such numbers on any Certificate nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Certificates. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Certificates will be deli- vered without cost to the purchaser at a place mutually satisfactory to the City and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Dorsey & Whitney of Minneapolis, Minnesota, which opinion will be printed on the Certificates, and of customary closing papers, Resolution 94-20 - Continued March 22, 1994 including a no -litigation certificate. On the date of settlement payment for the Certificates shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Certificates shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non-compliance with said terms for payment, OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing per- tinent information relative to the Certificates, and said Official Statement will serve as a nearly -final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incor- porated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. The Official Statement, when further supplemented by an addendum or addenda spe- cifying the maturity dates, principal amounts and interest rates of the Certificates, together with any other information required by law, shall consti- tute a "Final Official Statement" of the City with respect to the Certificates, as that term is defined in Rule 15c2-12. By awarding the Certificates to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Certificates are awarded 15 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Certificates are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Certificates agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Certificates for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated March 22, 1994 BY ORDER OF THE CITY COUNCIL /s/ Shirley Nelson City Clerk