98-097 - 11-17 Issue Sale of $4,540,000 Taxable General Obligation TAx Increment BondsResolution 98-97.
Councilmember introduced the following resolution and moved its
adoption, which motion was seconded by Councilmember
RESOLUTION AUTHORIZING ISSUANCE AND SALE OF $4,540,000 TAXABLE
GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1999A
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 Taxable General Obligation Tax Increment Bonds, Series 1999A, in the principal amount of
$4,540,000 (the Bonds), pursuant to Minnesota Statutes, Chapters 469 and 475, to provide
financing for land acquisition and site improvements within the City's Golden Hills
Redevelopment Tax Increment Financing District.
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 Bonds 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 Bonds
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
proposals for the Bonds 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 proposals for the purchase of the Bonds
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:
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
S AUTHORIZED
D INCORPORATED TO
THE CITY ON ITS
BEHALF. PROPOSALS WILLS E RECEIVED ON THE FOLLOW NGTBAS SIS
ISSUE ON
TERMS OF PROPOSAL
$4,540,000
CITY OF GOLDEN VALLEY, MINNESOTA
TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1999A
(BOOK ENTRY ONLY)
Proposals for the Bonds will be received on Tuesday, December 15, 1998, until 11:00 A.M.,
Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint
Paul, Minnesota
onds will,
baftey which time they the City Council atll be opend and tabulated. 6 30 P M ,Central Time, oft a same d Consideration for award
of the B Y
SUBMISSION OF PROPOSALS
Proposals may be submitted in a sealed envelope or by fax (651) 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 (651) 223-3000 or fax (651) 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. All bidders are advised that each Proposal
shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds
regardless of the manner of the Proposal submitted.
DETAILS OF THE BONDS
The Bonds will be dated January 1, 1999, as the date of original issue, and will bear interest
payable on February 1 and August 1 of each year, commencing August 1, 1999. Interest will
be computed on the basis of a 360 -day year of twelve 30 -day months.
The Bonds will mature February 1 in the years and amounts as follows:
2002
$340,000
2006
$435,000 2010 $555.000
2003
$365,000
2007
$460,000 2011 $585.000
2004
5385,000
2008
$490,000
2005
$405.000
2009
5520,000
Proposals for the Bonds may contain a maturity schedule providing for a combination of serial
bonds and term bonds, provided that no serial bond may mature on or after the first mandatory
sinking fund redemption date of any term bond. All term bonds shall be subject to mandatory
sinking fund redemption and must conform to the maturity schedule set forth above at a price of
par plus accrued interest to the date of redemption. In order to designate term bonds, the
proposal must specify "Last Year of Serial Maturities" and "Years of Term Maturities" in the
spaces provided on the Proposal Form.
BOOK ENTRY SYSTEM
The Bonds will be issued by means of a book entry system with no physical distribution of
Bonds made to the public. The Bonds will be issued in fully registered form and one Bond,
representing the aggregate principal amount of the Bonds 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 Bonds. Individual purchases
of the Bonds 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 Bonds. 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 Bonds, will be required to deposit the
Bonds 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 City may elect on February 1, 2009, and on any day thereafter, to prepay Bonds due on or
after February 1, 2010. Redemption may be in whole or in part and if in part at the option of the
City and in such manner as the City shall determine. If less than all Bonds of a maturity are
called for redemption, the City will notify DTC of the particular amount of such maturity to be
prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to
be redeemed and each participant will then select by lot the beneficial ownership interests in
such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest.
SECURITY AND PURPOSE
The Bonds 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. In addition the City will pledge tax
increment generated within the City's Golden Hills Redevelopment District. The proceeds will
be used to finance eligible projects within the Golden Hills Redevelopment District.
TAXABILITY OF INTEREST
The interest to be paid on the Bonds is includable in gross income of the recipient for United
States and State of Minnesota income tax purposes, and is subject to Minnesota Corporate and
bank excise taxes measured by net income.
TYPE OF PROPOSALS
Proposals shall be for not less than $4,494,600 and accrued interest on the total principal
amount of the Bonds. 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 $45,400,
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
Bonds 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 Bonds is adjourned, recessed, or continued to another date
without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or
1/8 of 1%. Rates must be in ascending order. Bonds of the same maturity shall bear a single
rate from the date of the Bonds to the date of maturity. No conditional proposals will be
accepted.
AWARD
The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true
interest cost MC) 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 Bonds, (ii) reject all proposals
without cause, and, (iii) reject any proposal which the City determines to have failed to comply
with the terms herein.
BOND INSURANCE AT PURCHASER'S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment
therefor at the option of the underwriter, the purchase of any such insurance policy or the
issuance of any such commitment shall be at the sole option and expense of the purchaser of
the Bonds. Any increased casts of issuance of the Bonds resulting from such purchase of
insurance shall be paid by the purchaser, except that, if the City has requested and received a
rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating
agency fees shall be the responsibility of the purchaser.
Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the
purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on
the Bonds.
CUSIP NUMBERS
If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the
Bonds, but neither the failure to print such numbers on any Bond nor any error with respect
thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the
Bonds. 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 Bonds 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,
CONTINUING DISCLOSURE
In accordance with SEC Rule 15c2 -12(b)(5), the City will undertake, pursuant to the resolution
awarding sale of the Bonds, to provide annual reports and notices of certain events. A
description of this undertaking is set forth in the Official Statement. The purchaser's obligation
to purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or
prior to delivery of the Bonds.
OFFICIAL STATEMENT
The City has authorized the preparation of an Official Stateme t containing pertinent
information relative to the Bonds, and said Official Statement will servef as a nearly -final Official
Statement within the meaning of Rule 15c2-12 of the Securities andgxchange Commission.
For copies of the Official Statement or for any additional inform on prior to sale, an
prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated,
85 East Seventh Place, Suite 100, Saint Paul. Minnesota 55101, tele p Ione (651) 223-3000.
The Official Statement, when further supplemented by an addendum oi� addenda specifying the
maturity dates, principal amounts and interest rates of the Bonds, together with any other
information required by law, shall constitute a "Final Official Statementf of the City with respect
to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any
underwriter or underwriting syndicate submitting a proposal therefor, f 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 Bonds are awarded 180 copies of
the Official Statement and the addendum or addenda described abode. The City designates
the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent
for purposes of distributing copies of the Final Official Stateme , t to each Participating
Underwriter. Any underwriter delivering a proposal with respect to the Bonds 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 Bonds for purposes
of assuring the receipt by each such Participating Underwriter of the Final Official Statement.
Dated November 17, 1998 BY ORDER OF THE CITY COUNCIL
/s/ Shirley Nelson
Clerk
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