17-29 - 06-06 - Sales of Bonds Series 2017A Resolution 17-29 June 6, 2017
Member Clausen introduced the following resolution and moved its adoption:
RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED
SALE OF $7,710,000 GENERAL OBLIGATION IMPROVEMENT
AND EQUIPMENT BONDS, SERIES 2017A
WHEREAS, the City Council of the City of Golden Valley, Minnesota, has heretofore
determined that it is necessary and expedient to issue its $7,710,000 General Obligation
Improvement and Equipment Bonds, Series 2017A (the "Bonds") to (i)finance the City's 2017
Pavement Management Program; (ii) refund the February 1, 2021 through February 1, 2029
maturities of the City's General Obligation Improvement Bonds, Series 2009A, dated May 1,
2009; and (iii) finance the acquisition of various items of capital equipment; and
WHEREAS, the City has retained Springsted Incorporated, in Saint Paul, Minnesota
("Springsted"), as its independent financial advisor and is therefore authorized to sell these
obligations by a competitive negotiated sale in accordance with Minnesota Statutes, Section
475.60, Subdivision 2(9).
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Golden
Valley, Minnesota, as follows:
Authorization; Findings. The City Council hereby authorizes Springsted to solicit bids for the
competitive negotiated sale of the Bonds.
Meeting; Bid Opening. This City Council shall meet at the time and place specified in the
Terms of Proposal attached hereto as Exhibit A for the purpose of considering sealed bids
for, and awarding the sale of, the Bonds. The Clerk, or designee, shall open bids at the time
and place specified in such Terms of Proposal.
Terms of Proposal. The terms and conditions of the Bonds and the negotiation thereof are
fully set forth in the "Terms of Proposal" attached hereto as Exhibit A and hereby approved
and made a part hereof.
Official Statement. In connection with said competitive negotiated sale, the Clerk and other
officers or employees of the City are hereby authorized to cooperate with Springsted and
participate in the preparation of an official statement for the Bonds, and to execute and
deliver it on behalf of the City upon its completion.
Shepa d M. Harris, Mayor
ATT T:
Kristine A. Luedke, City Clerk
The motion for the adoption of the foregoing resolution was seconded by Member Schmidgall
and upon a vote being taken thereon, the following voted in favor thereof: Clausen, Fonnest,
Harris, Schmidgall and Snope 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 No. 17-29 -2- June 6, 2017
EXHIBIT A
THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE
ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS:
TERMS OF PROPOSAL
$7,710,000*
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT AND EQUIPMENT BONDS, SERIES 2017A
(BOOK ENTRY ONLY)
Proposals for the above-referenced obligations (the "Series 2017A Bonds") will be received by the
City of Golden Valley, Minnesota (the "City") on Tuesday, June 20, 2017, (the "Sale Date") until
10:00 A.M., Central Time at the offices of Springsted Incorporated ("Springsted"), 380 Jackson
Street, Suite 300, Saint Paul, Minnesota, 55101, after which time proposals will be opened and
tabulated. Consideration for award of the Series 2017A Bonds 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 a 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 Series 2017A Bonds regardless of the
manner in which the proposal is submitted.
(a) Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax(651) 223-3046 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) 223-3046 for inclusion in the
submitted proposal.
OR
(b) Electronic Bidding. 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 proposals submitted to PARITY®. Each bidder shall be
solely responsible for making necessary arrangements to access PARITY®for purposes of
submitting its electronic proposal in a timely manner and in compliance with the requirements of
the Terms of Proposal. 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 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 Series 2017A Bonds, and PARITY® is not an agent of the
City.
Resolution No. 17-29 -3- June 6, 2017
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 SERIES 2017A BONDS
The Series 2017A Bonds will be dated as of the date of delivery and will bear interest payable on
February 1 and August 1 of each year, commencing February 1, 2018. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.
The Series 2017A Bonds will mature February 1 in the years and amounts`as follows:
2019 $415,000 22023 $605,000 22027 $650,000 22031 $100,000 22035 $110,000
2020 $450,000 22024 $615,000 22028 $670,000 22032 $100,000 22036 $110,000
2021 $855,000 22025 $630,000 22029 $630,000 22033 $105,000 22037 $115,000
2022 $590,000 22026 $640,000 22030 $ 95,000 22034 $105,000 22038 $120,000
*The City reserves the right, after proposals are opened and prior to award, to increase
or reduce the principal amount of the Series 2017A Bonds or the amount of any maturity
in multiples of$5,000. In the event the amount of any maturity is modified, the
aggregate purchase price will be adjusted to result in the same gross spread per$1,000
o ernes 2017A Bonds as that of the original proposal. Gross spread is the differential
between the price paid to the City for the new issue and the prices at which the
securities are initially offered to the investing public.
Proposals for the Series 2017A 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 redemption at a price of par plus accrued interest to the date of redemption
scheduled to 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 Series 2017A Bonds will be issued by means of a book entry system with no physical
distribution of Series 2017A Bonds made to the public. The Series 2017A Bonds will be
issued in fully registered form and one Series 2017A Bond, representing the aggregate
principal amount of the Series 2017A 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 for the Series 2017A Bonds. Individual
purchases of the Series 2017A 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 Series 2017A 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 Series 2017A Bonds, will be required to deposit the Series 2017A Bonds
with DTC.
Resolution No. 17-29 -3- June 6, 2017
REGISTRAR
The City will name the registrar which shall be subject to applicable regulations of the
Securities and Exchange Commission. The City will pay for the services of the registrar.
OPTIONAL REDEMPTION
The City may elect on February 1, 2026, and on any day thereafter, to redeem Series
2017A Bonds due on or after February 1, 2027. 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 Series 2017A Bonds of a maturity are called for redemption, the City will notify DTC of
the particular amount of such maturity to be redeemed. 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
redemptions shall be at a price of par plus accrued interest.
SECURITY AND PURPOSE
The Series 2017A 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 from benefited properties for repayment of a portion of
the of the Series 2017A Bonds. The proceeds of the Series 2017A Bonds will be used to (i)
finance the City's 2017 Pavement Management Program; (ii) refund the February 1, 2021
through February 1, 2029 maturities of the City's General Obligation Improvement Bonds,
Series 2009A, dated May 1, 2009; and (iii)finance the acquisition of various items of capital
equipment.
BIDDING PARAMETERS
Proposals shall be for not less than $7,710,000 (Par) plus accrued interest, if any, on the
total principal amount of the Series 2017A Bonds. No proposal can be withdrawn or
amended after the time set for receiving proposals on the Sale Date unless the meeting of
the City scheduled for award of the Series 2017A Bonds is adjourned, recessed, or
continued to another date without award of the Series 2017A Bonds having been made.
Rates shall be in integral multiples of 1/100 or 1/8 of 1%. The initial price to the public for
each maturity must be 98.0% or greater. Series 2017A Bonds of the same maturity shall
bear a single rate from the date of the Series 2017A Bonds to the date of maturity. No
conditional proposals will be accepted.
GOOD FAITH DEPOSIT
To have its proposal considered for award, the lowest bidder is required to submit a good
faith deposit to the City in the amount of$77,100 (the "Deposit") no later than 1:00 P.M.,
Central Time on the Sale Date. The Deposit may be delivered as described herein in the
form of either (i) a certified or cashier's check payable to the City; or (ii) a wire transfer. The
lowest bidder shall be solely responsible for the timely delivery of its Deposit whether by
check or wire transfer. Neither the City nor Springsted have any liability for delays in the
receipt of the Deposit. If the Deposit is not received by the specified time, the City may, at
its sole discretion, reject the proposal of the lowest bidder, direct the second lowest bidder
to submit a Deposit, and thereafter award the sale to such bidder.
Resolution No. 17-29 -4- June 6, 2017
Certified or Cashier's Check. A Deposit made by certified or cashier's check will be
considered timely delivered to the City if it is made payable to the City and delivered to
Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101 by
the time specified above.
Wire Transfer. A Deposit made by wire will be considered timely delivered to the City upon
submission of a federal wire reference number by the specified time. Wire transfer
instructions will be available from Springsted following the receipt and tabulation of
proposals. The successful bidder must send an e-mail including the following information: (i)
the federal reference number and time released; (ii) the amount of the wire transfer; and (iii)
the issue to which it applies.
Once an award has been made, the Deposit received from the lowest bidder(the
"Purchaser") will be retained by the City and no interest will accrue to the Purchaser. The
amount of the Deposit will be deducted at settlement from the purchase price. In the event
the Purchaser fails to comply with the accepted proposal, said amount will be retained by
the City.
AWARD
The Series 2017A Bonds will be awarded on the basis of the lowest interest rate to be
determined on a true interest cost (TIC) basis calculated on the proposal prior to any
adjustment made by the City. 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 Series 2017A 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.
CUSIP NUMBERS
If the Series 2017A Bonds qualify for assignment of CUSIP numbers such numbers will be
printed on the Series 2017A Bonds, but neither the failure to print such numbers on any
Series 2017A Bond nor any error with respect thereto will constitute cause for failure or
refusal by the purchaser to accept delivery of the Series 2017A Bonds. The CUSIP Service
Bureau charge for the assignment of CUSIP identification numbers shall be paid by the
Purchaser.
SETTLEMENT
On or about July 20, 2017, the Series 2017A 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 Kennedy & Graven, Chartered of Minneapolis,
Minnesota, and of customary closing papers, including a no-litigation certificate. On the date
of settlement, payment for the Series 2017A 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 Series
2017A 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.
Resolution No. 17-29 -5- June 6, 2017
CONTINUING DISCLOSURE
In accordance with SEC Rule 15c2-12(b)(5), the City will undertake, pursuant to the
resolution awarding sale of the Series 2017A 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 Series 2017A Bonds will be conditioned upon
receiving evidence of this undertaking at or prior to delivery of the Series 2017A Bonds.
OFFICIAL STATEMENT
The City has authorized the preparation of a Preliminary Official Statement containing
pertinent information relative to the Series 2017A Bonds, and said Preliminary Official
Statement will serve as a near-final Official Statement within the meaning of Rule 15c2-12
of the Securities and Exchange Commission. For copies of the Preliminary Official
Statement or for any additional information prior to sale, any prospective purchaser is
referred to the Municipal Advisor to the City, Springsted Incorporated, 380 Jackson Street,
Suite 300, Saint Paul, Minnesota 55101, telephone (651) 223-3000.
A Final Official Statement(as that term is defined in Rule 15c2-12) will be prepared,
specifying the maturity dates, principal amounts, and interest rates of the Series 2017A
Bonds, together with any other information required by law. By awarding the Series 2017A
Bonds to the Purchaser,the City agrees that, no more than seven business days after the
date of such award, it shall provide without cost to the Purchaser up to 25 copies of the
Final Official Statement. The City designates the Purchaser as its agent for purposes of
distributing copies of the Final Official Statement to each syndicate member, if applicable.
The Purchaser agrees that if its proposal is accepted by the City, (i) it shall accept
designation and (ii) it shall enter into a contractual relationship with its syndicate members
for purposes of assuring the receipt of the Final Official Statement by each such syndicate
member.
Dated June 6, 2017 BY ORDER OF THE CITY COUNCIL
/s/ Susan Virnig
Finance Director