96-050 - 04-02 Authorize $350,000 Equipment Indebtedness Series 1996BCERTIFICATION OF MINUTES RELATING TO
. $350,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF
INDEBTEDNESS, SERIES 1996B
Issuer: City of Golden Valley, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held on April 2, 1996, at
6:30 o'clock P. M. at the City Hall.
Members present: Anderson, Johnson, LeSuer, Micks and Russell
Members absent: none
Documents Attached:
Minutes of said meeting (pages):
RESOLUTION NO. 96-50
RESOLUTION AUTHORIZING ISSUANCE AND SALE OF $350,000
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,
• SERIES 1996B
TERMS OF PROPOSAL
I, the undersigned, being the duly qualified and acting recording officer
of the public corporation issuing the bonds referred to in the title of this certificate,
certify that the documents attached hereto, as described above, have been carefully
compared with the original records of said corporation in my legal custody, from
which they have been transcribed; that said documents are a correct and complete
transcript of the minutes of a meeting of the governing body of said corporation,
and correct and complete copies of all resolutions and other actions taken and of all
documents approved by the governing body at said meeting, so far as they relate to
said bonds; and that said meeting was duly held by the governing body at the time
and place and was attended throughout by the members indicated above, pursuant
to call and notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer April 2, 1996.
Clerk
0
Councilmember Russell introduced the following resolution and moved its
adoption, which motion was seconded by Councilmember Johnson
RESOLUTION AUTHORIZING ISSUANCE AND SALE OF $350,000
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,
SERIES 1996B
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 $350,000 General Obligation Equipment Certificates of Indebtedness,
Series 1996B (the Certificates), pursuant to Minnesota Statutes, Chapters 412.301 and
475 to finance the costs of acquiring certain items of capital equipment.
Section 2. Terms of Proposal. Springsted Incorporated, financial consultant
to the City, has presented to this Council a form of Terms of Proposal for the
Certificates which is attached hereto and hereby approved and shall be placed on file
by the Clerk. Each and all of the provisions of the Terms of Proposal are hereby
adopted as the terms and conditions of the Certificates and of the sale thereof.
Springsted Incorporated, as independent 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.
Upon vote being taken thereon, the following voted in favor thereof:
Anderson, Johnson, LeSuer, Micks and Russell;
and the following voted against the same: none,
whereupon the resolution was declared duly passed and adopted.
0
THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS
ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS:
TERMS OF PROPOSAL
$350,000
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION EQUIPMENT
CERTIFICATES OF INDEBTEDNESS, SERIES 1996B
(BOOK ENTRY ONLY)
Proposals for the Certificates will be received on Tuesday, May 7, 1996, until 11:00 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.
SUBMISSION OF PROPOSALS
Proposals may be submitted in a sealed envelope or by fax (612) 223-3002 to Springsted.
Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the
time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal
price and coupons, by telephone (612) 223-3000 or fax (612) 223-3002 for inclusion in the
submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach
Springsted prior to the time of sale specified above. Proposals may also be filed electronically
via PARITY, in accordance with PARITY Rules of Participation and the Terms of Proposal,
within a one-hour period prior to the time of sale established above, but no Proposals will be
received after that time. If provisions in the Terms of Proposal conflict with the PARITY Rules
of Participation, the Terms of Proposal shall control. The normal fee for use of PARITY may be
obtained from PARITY and such fee shall be the responsibility of the bidder. For further
information about PARITY, potential bidders may contact PARITY at 100 116th Avenue SE,
Suite 100, Bellevue, Washington 98004, telephone (206) 635-3545. Neither the City nor
Springsted Incorporated assumes any liability if there is a malfunction of PARITY. All bidders
are advised that each Proposal shall be deemed to constitute a contract between the bidder
and the City to purchase the Certificates regardless of the manner of the Proposal submitted.
DETAILS OF THE CERTIFICATES
The Certificates will be dated June 1, 1996, as the date of original issue, and will bear interest
payable on February 1 and August 1 of each year, commencing February 1, 1997. Interest will
be computed on the basis of a 360 -day year of twelve 30 -day months.
The Certificates will mature February 1 in the years and amounts as follows:
1998 $105,000 1999 $120,000 2000 $125,000
BOOK ENTRY SYSTEM
• The Certificates will be issued by means of a book entry system with no physical distribution of
Certificates made to the public. The Certificates will be issued in fully registered form and one
Certificate, representing the aggregate principal amount of the Certificates maturing in each
year, will be registered in the name of Cede & Co. as nominee of The Depository Trust
Company ("DTC"), New York, New York, which will act as securities depository of the
Certificates. Individual purchases of the Certificates may be made in the principal amount of
$5,000 or any multiple thereof of a single maturity through book entries made on the books and
records of DTC and its participants. Principal and interest are payable by the registrar to DTC
or its nominee as registered owner of the Certificates. Transfer of principal and interest
payments to participants of DTC will be the responsibility of DTC; transfer of principal and
interest payments to beneficial owners by participants will be the responsibility of such
participants and other nominees of beneficial owners. The purchaser, as a condition of delivery
of the Certificates, will be required to deposit the Certificates with DTC.
REGISTRAR
The City will name the registrar which shall be subject to applicable SEC regulations. The City
will pay for the services of the registrar.
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 for the
purchase of equipment for various City purposes.
TYPE OF PROPOSALS
Proposals shall be for not less than $348,250 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 cashier's check or a Financial Surety Bond in the amount of $3,500,
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 submitted to
Springsted Incorporated prior to the opening of the proposals. The 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 cashier's
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. j No conditional
proposals will be accepted.
F-1vifflAWN
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.
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 delivered 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 LLP of
Minneapolis, Minnesota, and of customary closing papers, 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.
CONTINUING DISCLOSURE
In order to permit the underwriters purchasing the Certificates to comply with paragraph (b)(5)
of Rule 15c2-12, in the Resolution authorizing and ordering issuance of the Certificates the City
will covenant and agree for the benefit of the holders from time to time of the Certificates, to
comply with Rule 15c2-12, paragraph (b)(5). A description of the City's undertaking is set forth
in the Official Statement.
OFFICIAL STATEMENT
The City has authorized the preparation of an Official Statement containing pertinent
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
Incorporated, 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 specifying the
maturity dates, principal amounts and interest rates of the Certificates, together with any other
information required by law, shall constitute 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 20 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 April 2, 1996
CJ
BY ORDER OF THE CITY COUNCIL
/s/ Shirley Nelson
Clerk