11-15 - 04-20 - authorize issuance and sale - $655,000 certificates of indebtedness, series 2011B CERTIFICATION OF MINUTES RELATING TO
$655,000 GENERAL OBLIGATION EQUIPMENT CER'TIFICATES OF INDEBTEDNESS,
SERIES 2011B
Issuer: City of Golden Valley,Minnesota.
Governing Body: City Council
Kind, date,time and place of ineeting: A regular meeting held on Apri120,2011,at 6:30 o'clock
P. M. at the City Offices.
Members present: Loomis, Freiberg, P�tel, Scanlon, and SY�ffer
Members absent: None
Documents Aitached:
Minutes of said meeting(pages):
RESOLUTTON NO. '9'1-15
RESOLUTION AUTHORIZING ISSUANCE AND SALE OF
$655,000 GENERAL OBLIGATION EQUIPMENT
CERTIFICATES OF INDEBTEDNESS,SERIES 2011B
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 compazed 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 corporatioa, and correct and complete copies of all resolutions and other actions
taken and of a11 documents approved by the governing body at said meeting, so far as they relate
to said bands; 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 on I � 2011.
� v
ity Clerk
Councilmember Pentel introduced the following resolution and moved its adoption,which
motion was seconded by Councilmember Shaffer:
RESOLUTION AUTHORIZING ISSUANCE AND SALE OF
$655,000 GENERAL OBLIGATION EQUIl'MENT
CERTIFICATES OF INDEBTEDNESS, SERIES 2011B
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 General Obligation Equipment Certificates of Indebtedness, Series 2011B, in the principal
amount of$655,000(the Bonds),pursuant to Minnesota Statutes, Section 412.301 and Chapter
475,to finance various items of capital equipment.
SECTION 2. T'ERMS OF PROPOSAL. Springsted Incorporated, fmancial 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 Ternis of Proposal are hereby adopted as the terms and conditions of the Bonds
and of the sale thereof. Springsted Incorporated is hereby authorized,pursuant to Minnesota
Statutes, Section 475.60, Subdivision 2,paragraph(9),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 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: Loomis, Freiberg,Pentel,
Scanlon, and Shaffer
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE
THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE
FOLLOWING BASIS:
TERMS OF PROPOSAL
$655,000*
CITY OF GOLDEN VALLEY,MINNESOTA
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,
SERIES 2011B
(BOOK ENTRY ONLi�
Proposals for the Certificates and the Good Faith Deposit ("Deposit") will be received on
Tuesday,May 3, 2011,until 10:00 A.M., Central Time, at the offices of Springsted Incorporated,
380 Jackson Street, Suite 300, Saint Paul, Minnesota, after which time proposals 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
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 Certificates regardless of
the manner in which the Proposal is submitted.
(a) Sealed BiddinQ Proposals may be submitted in a sealed envelope or by fax (651)223-3046
to Springsted. Signed Proposals, without fmal price or coupons,may be submitted to Springsted
prior to the time of sale. The bidder shall be responsible for submitting to Springsted the fmal
Proposal price and coupons, by telephone (651)223-3000 or fax (651)223-3046 for inclusion in
the submitted Proposal.
OR
(b) Electronic BiddinE Notice is hereby given that electronic proposals will be received via
PARITY . For purposes of the electronic bidding process, the time as maintained by PARITY�
shall constitute the official time with respect to all Bids submitted to PARITY�. Each bidder
shall be solely�esponsible for inaking necessary a�angeinents to access PARI7'Y�fo�purposes
of submitting its elect�onic Bid in a timely nzanner and in compliance with the YequiYenzents of
the Te�ns of P�oposal. Neither the City, its agents nor PARITY� shall have any duty or
obligation to undertake registration to bid for any prospective bidder or to provide or ensure
electronic access to any qualified prospective bidder, and neither the City, its agents nor
` Preliminary;subject to change.
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PARITY� shall be responsible for a bidder's failure to register to bid or for any failure in the
proper operation of, or have any liability for any delays or interruptions of or any damages
caused by the services of PARITY�. The City is using the services of PARITY� solely as a
communication mechanism to conduct the electronic bidding for the Certificates, and PARITY�
is not an agent of the City.
If any provisions of this Terms of Proposal conflict with information provided by PARITY�,this
Terms of Proposal shall control. Further information about PARITY�, including any fee
charged, may be obtained from:
PARITY�, 1359 Broadway, 2nd Floor,New York,New York 10018
Customer Support: (212) 849-5000
DETAILS OF THE CERTIFICATES
The Certificates will be dated May 15, 2011, as the date of original issue, and will bear interest
payable on February 1 and August 1 of each year, commencing February 1, 2012. 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:
2013 $215,000 2014 $220,000 2015 $220,000
�` The City reserves the right, after proposals are opened and prior ta award, to increase or reduce the przncipal
arrzount of the CeYtificates or the maturity amounts offered for sale. Any such increase or reduction will be
►nade in �nultiples of$5,000 in any of the maturities. In the event the principal amount of the Certificates is
increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or
reduced by a percentage egual to the percentage by which the principal amount of the Cet°t�cates is increased
or reduced.
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.
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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 to
finance various items of capital equipment.
BIDDING PARAMETERS
Proposals shall be for not less than $626,070 and accrued interest on the total principal amount
of the Certificates.
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 are not required to be in level or ascending order;
however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of
the preceding maturities. 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.
GOOD FAITH DEPOSIT
Proposals, regardless of inethod of submission, shall be accompanied by a Deposit in the amount
of$6,550, in the form of a certified or cashier's check, a wire transfer, or Financial Surety Bond
and delivered to Springsted Incorporated prior to the time proposals will be opened. Each bidder
shall be solely responsible for the timely delivery of their Deposit whether by check, wire
transfer or Financial Surety Bond. Neither the City nor Springsted Incorporated have any
liability for delays in the transmission of the Deposit.
Any Deposit made by certified or cashier's check should be made payable to the City and
delivered to Springsted Incorporated, 380 Jackson Street, Suite 300, St. Paul,Minnesota 55101.
Any Deposit sent via wire transfer should be sent to Springsted Incorporated as the City's agent
according to the following instructions:
Wells Fargo Bank,N.A., San Francisco, CA 94104
ABA#121000248
For credit to Springsted Incorporated,Account#635-5007954
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Contemporaneously with such wire transfer, the bidder shall send an e-mail to
bond services(�a,sprin�sted.com, including the following information; (i) indication that a wire
transfer has been made, (ii)the amount of the wire transfer, (rii)the issue to which it applies, and
(iv)the return wire instructions if such bidder is not awarded the Certificates.
Any Deposit made by the successful bidder by check or wire transfer will be delivered to the
City following the award of the Certificates. Any Deposit made by check or wire transfer by an
unsuccessful bidder will be returned to such bidder following City action relative to an award of
the Certificates.
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 pre-approved 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 underwriter
is required to submit its Deposit to the City 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 Deposit received from the purchaser, the amount of which will be deducted at settlement,
will be deposited by the City and no interest will accrue to the purchaser. In the event the
purchaser fails to comply with the accepted proposal, said amount will be reta.ined by the City.
AWARD
The Certificates will be awarded on the basis of the lowest interest rate to be deterinined 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 informaliries 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 that 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 CUSIl' Service Bureau charge for the assignment of CUSIl' identification
numbers shall be paid by the purchaser.
SETTLEMENT
On or about May 26, 2011, the Certificates will be delivered without cost to the purchaser
through DTC in New York,New York. Delivery will be subj ect to receipt by the purchaser of an
approving legal opinion of Dorsey & Whitney LLP of Minneapolis, Minnesota, and of
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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 that shall be received
at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless
compliance with the terms of payment for the Certificates has 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 accordance with SEC Rule 15c2-12(b)(5), the City will undertake, pursuant to the resolution
awarding sale of the Certificates, 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 Certificates will be conditioned upon receiving evidence of this undertaking at or
prior to delivery of the Certificates.
OFFICIAL STATEMENT
The City has authorized the prepararion of an Official Statement contauung 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, 380 Jackson
Street, Suite 300, Saint Paul,Minnesota 55101,telephone(651)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 30 copies of
the Official Staxement 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 Apri120,2011 BY ORDER OF THE CITY COiJNCIL
/s/Susan Virnig
Finance Director/Clerk
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