11-16 - 04-20 - authorize issuance and sale - $5,110,000 bonds, series 2011C CERTIFICATION OF NIINUTES RELATING TO
$5,110,000 GENERAL OBLIGATION IMPROVEMENT REFLJNDING BONDS,
SERIES 2011 C
Issuer: City of Golden Valley,Minnesota
Governing Body: City Council
Kind,date,time and place of ineeting: A regulaz meeting held on Apri120,2011,at 6:30 o'clock
P.M. at the City Offices.
Members present: Lcmmis, Freiberg, Pentel, Scanlon, and Shaffer
Members absent: I�ne
Documents Attached:
Minutes of said meetang(pages):
RESOLUTION NO. 11-16
RESOLUTION AUTHORIZING ISSUANCE AND SALE OF
$5,110,000 GENERAL OBLIGATION IMPROVEMENT
REFUNDING BONDS, SERIES 2011 C
TERMS OF PROPOSAL
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds refened 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 aze a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of a11 resolutions and other actions
taken and of a11 documents appraved by the governing body at said meeting, so faz 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 ca11 and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer on U✓ ,2011.
V
City Clerk
Councilmember Pentel introduced the following resolution and moved its adoption,which
motion was seconded by Councilmember Scanlon:
RESOLUTION AUTHORIZING ISSUANCE AND SALE OF
$5,110,000 GENERAL OBLIGATION IMPROVEMENT
REFLINDING BONDS, SERIES 2011C
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 Improvement Refunding Bonds, Series 2011C,in the principal amount of
$5,110,000(the Bonds),pursuant to Minnesota Statutes, Chapter 475,to provide funds to be
used, along with other available funds,to refinance on February 1,2012 (the Refunding),the
2013 through 2019 maturities of the City's General Obligation Improvement Bonds, Series
2003C, dated, as originally issued,as of June 1,2003.
SECTION 2. TERMS 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 Terms 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
Staiutes, 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
$5,110,000&
CITY OF GOLDEN VALLEY,MINNESOTA
GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 2011C
(BOOK ENTRY ONL�
Proposals for the Bonds 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 Bonds will be by the City Council at 6:30 P.M.,
Central Time,of the same day.
SUBNIISSION 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 Bonds regardless of the
manner in which the Proposal is submitted.
(a) Sealed Biddin�: 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 BiddinQ 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 Yesponsible for making necessary a�angesnents to access PARITY�foY puYposes
of sub�nitting its elect�onic Bid in a tinZely ntanner and in compliance with the �equirefnents of
the Te�ns of P�oposal. Neither the City, its agents nor PARITY� shall have any duty or
obligation to underta.ke 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.
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 Bonds, and PARITY�is not
an agent of the City.
If any provisions of this Terms of Proposal conflict with informarion 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 BONDS
The Bonds 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 Bonds will mature February 1 in the years and amounts�` as follows:
2013 $885,000 2015 $740,000 2017 $640,000 2019 $680,000
2014 $875,000 2016 $625,000 2018 $665,000
* The City reser-ves the right, after proposals are opened and prior to award, to increase or reduce the principal
amount of the Bonds or the maturity amounts offered for sale. Any such increase or reduction will be made in
multiples of$5,000 in any of the maturities. In the event the principal amount of the Bonds is increased or
reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a
peYCentage equal to the percentage by which the principal amount of the Bonds is increased or reduced.
Proposals for the Bonds may contain a maturity schedule providing for a combination of serial
bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemprion at
a price of par plus accrued interest to the date of redemption and must conform to the maturity
schedule set forth above. In order to designate term bonds, the proposal must specify "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 enhy 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 Bonds will not be subject to payment in advance of their respective stated maturity dates.
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
special assessments against benefited properties. The proceeds will be used to refund the
February 1, 2013 through February 1, 2019 maturities o'f the City's General Obligation
Improvement Bonds, Series 2003C, dated June l,2003.
BIDDING PARAMETERS
Proposals shall be for not less than$5,079,340 and accrued interest on the total principal amount
of the Bonds.
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 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. 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.
GOOD FAITH DEPOSIT
Proposals, regardless of inethod of submission, shall be accompanied by a Deposit in the amount
of$51,100, 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
tra.nsfer 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
Contemporaneously with such wire transfer, the bidder shall send an e-mail to
bond servicesna�sprin�sted.com, including the following information; (i) indication that a wire
transfer has been made, (ii)the amount of the wire transfer, (iii)the issue to which it applies, and
(iv)the return wire instructions if such bidder is not awarded the Bonds.
Any Deposit made by the successful bidder by check or wire transfer will be delivered to the
City following the award of the Bonds. 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 Bonds.
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
Bonds 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 retained by the City.
AWARD
The Bonds will be awarded on the basis of the lowest interest rate to be deternuned 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-substanrive 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 that 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 costs 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 CUSII' Service Bureau charge for the assignment of CUSIP identification numbers
shall be paid by the purchaser.
SETTLEMENT
On or about May 26, 2011, the Bonds will be delivered without cost to the purchaser through
DTC in New York, New York. 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 Bonds 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 Bonds 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 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 Statement containing pertinent information
relative to the Bonds, 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, Spri.ngsted Incorporated, 380 Jackson Street,
Suite 300, Saint Paul,Minnesota 55101,telephone(651)223-3000.
The Official Stateinent, when further supplemented by an addendum or 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 Statement"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, 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 200 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 Bonds 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 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 April 20,2011 BY ORDER OF THE CITY COLJNCIL
/s/Susan Virnig
Finance Director/Clerk