21-027/04-20 Providing for the Competitive Negotiated Sale of $3,605,000 General Obligation Improvement Bonds, Series 2021ADocuSign Envelope ID: BBAD79B4-74B3-4A87-9663-17B18E7D74C7
RESOLUTION NO.21-27
RESOLUTION PROVIDING FOR THE
COMPETITIVE NEGOTIATED SALE OF
$3,605,000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 2021A
A. WHEREAS, the City Council of the City of Golden Valley, Minnesota, has
heretofore determined that it is necessary and expedient to issue its $3,605,000 General Obligation
Improvement Bonds, Series 2021A (the "Bonds") to finance the City's 2021 Pavement
Management Program; and
B. WHEREAS, the City has retained Baker Tilly Municipal Advisors, LLC, in Saint
Paul, Minnesota ("Baker Tilly MA"), 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); and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Golden
Valley, Minnesota, as follows:
1. Authorization; Findings. The City Council hereby authorizes Baker Tilly MA to
solicit bids for the competitive negotiated sale of the Bonds.
2. 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.
3. 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.
4. 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 Baker Tilly
MA 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.
Adopted by the City Council of Golden Valley Minnesota this 20'hday of April.
(DocuSignedby:�L
At. L1aii�S
Shepar M. arris, Mayor
ATTEST:
FTDocuSlgned by:
T eresa c yma, City Clerk
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EXHIBIT A
THE CITY HAS AUTHORIZED BAKER TILLY MUNICIPAL ADVISORS, LLC TO
NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE
FOLLOWING BASIS:
TERMS OF PROPOSAL
$3,605,000*
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2021A
(BOOK ENTRY ONLY)
Proposals for the above -referenced obligations (the `Bonds") will be received by the City of Golden Valley,
Minnesota (the "City") on Tuesday, May 4, 2021 (the "Sale Date") until 10:00 A.M., Central Time (the
"Sale Time") at the offices of Baker Tilly Municipal Advisors, LLC ("Baker Tilly MN'), 380 Jackson
Street, Suite 300, Saint Paul, Minnesota, 55101, after which time proposals will be opened and tabulated.
Consideration for award of the Bonds will be by the City Council at its meeting commencing at 6:30 P.M.,
Central Time, of the same day.
SUBMISSION OF PROPOSALS
Baker Tilly MA will assume no liability for the inability of a bidder or its proposal to reach Baker Tilly
MA prior to the Sale Time, and neither the City nor Baker Tilly MA shall be responsible for any failure,
misdirection or error in the means of transmission selected by any bidder. 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 Bidding: Completed, signed proposals may be submitted to Baker Tilly MA by email to
bondservice(a,bakertilly.com or by fax (651) 223-3046, and must be received prior to the Sale Time.
(b) Electronic Bidding. Proposals may also 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 Bonds, 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 BONDS
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The 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 August 1, 2021. 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:
2022
$130,000
2026
$100,000
2030 $235,000
2034
$190,000
2038
$205,000
2023
$ 50,000
2027
$235,000
2031 $235,000
2035
$195,000
2039
$210,000
2024
$ 50,000
2028
$230,000
2032 $235,000
2036
$200,000
2040
$215,000
2025
$ 50,000
2029
$230,000
2033 $185,000
2037
$205,000
2041
$220,000
* The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal
amount of the Bonds or the amount of any maturity or maturities 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 of Bonds as that of the original proposal. Gross spread for this purpose is the differential
between the price paid to the Cityfor the new issue and the prices at which the proposal indicates the securities
will be initially offered to the investingpublic.
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 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 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 for 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 lowest bidder (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 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, 2030, and on any day thereafter, to redeem Bonds due on or after
February 1, 2031. 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 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
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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 from
benefited properties for repayment of a portion of the Bonds. The proceeds of the Bonds will be used to
finance the City's 2021 Pavement Management Program.
BANK QUALIFIED TAX-EXEMPT OBLIGATIONS
The City will designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of
the Internal Revenue Code of 1986, as amended.
BIDDING PARAMETERS
Proposals shall be for not less than $3,561,740 plus accrued interest, if any, on the total principal amount
of the 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 Bonds is adjourned, recessed, or
continued to another date without award of the 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 as stated on the proposal must be
98.0% or greater. 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.
ESTABLISHMENT OF ISSUE PRICE
In order to provide the City with information necessary for compliance with Section 148 of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (collectively,
the "Code"), the Purchaser will be required to assist the City in establishing the issue price of the Bonds
and shall complete, execute, and deliver to the City prior to the closing date, a written certification in a form
acceptable to the Purchaser, the City, and Bond Counsel (the "Issue Price Certificate") containing the
following for each maturity of the Bonds (and, if different interest rates apply within a maturity, to each
separate CUSIP number within that maturity): (i) the interest rate; (ii) the reasonably expected initial
offering price to the "public" (as said term is defined in Treasury Regulation Section 1.148-1(f) (the
"Regulation")) or the sale price; and (iii) pricing wires or equivalent communications supporting such
offering or sale price. Any action to be taken or documentation to be received by the City pursuant hereto
may be taken or received on behalf of the City by Baker Tilly MA.
The City intends that the sale of the Bonds pursuant to this Terms of Proposal shall constitute a "competitive
sale" as defined in the Regulation based on the following:
(i) the City shall cause this Terms of Proposal to be disseminated to potential bidders
in a manner that is reasonably designed to reach potential bidders;
(ii) all bidders shall have an equal opportunity to submit a bid;
(iii) the City reasonably expects that it will receive bids from at least three bidders that
have established industry reputations for underwriting municipal bonds such as the Bonds;
and
(iv) the City anticipates awarding the sale of the Bonds to the bidder who provides a
proposal with the lowest true interest cost, as set forth in this Terms of Proposal (See
"AWARD" herein).
Any bid submitted pursuant to this Terms of Proposal shall be considered a firm offer for the purchase of
the Bonds, as specified in the proposal. The Purchaser shall constitute an "underwriter" as said term is
defined in the Regulation. By submitting its proposal, the Purchaser confirms that it shall require any
agreement among underwriters, a selling group agreement, or other agreement to which it is a party relating
to the initial sale of the Bonds, to include provisions requiring compliance with the provisions of the Code
and the Regulation regarding the initial sale of the Bonds.
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If all of the requirements of a "competitive sale" are not satisfied, the City shall advise the Purchaser of
such fact prior to the time of award of the sale of the Bonds to the Purchaser. In such event, any proposal
submitted will not be subject to cancellation or withdrawal. Within twenty-four (24) hours of the notice
of award of the sale of the Bonds, the Purchaser shall advise the City and Baker Tilly MA if 10% of any
maturity of the Bonds (and, if different interest rates apply within a maturity, to each separate CUSIP
number within that maturity) has been sold to the public and the price at which it was sold. The City will
treat such sale price as the "issue price" for such maturity, applied on a maturity -by -maturity basis. The
City will not require the Purchaser to comply with that portion of the Regulation commonly described as
the "hold -the -offering -price" requirement for the remaining maturities, but the Purchaser may elect such
option. If the Purchaser exercises such option, the City will apply the initial offering price to the public
provided in the proposal as the issue price for such maturities. If the Purchaser does not exercise that option,
it shall thereafter promptly provide the City and Baker Tilly MA the prices at which 10% of such maturities
are sold to the public; provided such determination shall be made and the City and Baker Tilly MA notified
of such prices whether or not the closing date has occurred, until the 10% test has been satisfied as to each
maturity of the Bonds or until all of the Bonds of a maturity have been sold.
GOOD FAITH DEPOSIT
To have its proposal considered for award, the Purchaser is required to submit a good faith deposit via wire
transfer to the City in the amount of $36,050 (the "Deposit") no later than 1:00 P.M., Central Time on the
Sale Date. The Purchaser shall be solely responsible for the timely delivery of its Deposit, and neither the
City nor Baker Tilly MA 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.
A Deposit 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 Baker Tilly MA 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 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 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 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.
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BOND INSURANCE AT PURCHASER'S OPTION
The City has not applied for or pre -approved a commitment for any policy of municipal bond insurance
with respect to the Bonds. If the Bonds qualify for municipal bond insurance and a bidder desires to
purchase a policy, such indication, the maturities to be insured, and the name of the desired insurer must be
set forth on the bidder's proposal. The City specifically reserves the right to reject any bid specifying
municipal bond insurance, even though such bid may result in the lowest TIC to the City. All costs
associated with the issuance and administration of such policy and associated ratings and expenses (other
than any independent rating requested by the City) shall be paid by the successful bidder. Failure of the
municipal bond insurer to issue the policy after the award of the Bonds shall not constitute cause for failure
or refusal by the successful bidder to accept delivery of the Bonds.
CUSIP NUMBERS
If the Bonds qualify for the assignment of CUSIP numbers such numbers will be printed on the Bonds;
however, 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. Baker Tilly MA
will apply for CUSIP numbers pursuant to Rule G-34 implemented by the Municipal Securities Rulemaking
Board. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be
paid by the Purchaser.
SETTLEMENT
On or about June 3, 2021, 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
Kennedy & Graven, Chartered 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 a Preliminary Official Statement containing pertinent
information relative to the Bonds, and said Preliminary Official Statement has been deemed final by the
City as of the date thereof within the meaning of Rule 15c2-12 of the Securities and Exchange Commission.
For an electronic copy 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, Baker Tilly Municipal Advisors,
LLC, by telephone (651) 223-3000, or by email bondserviceAbakertilly.com. The Preliminary Official
Statement will also be made available at https:Hconnect.bakertilly.com/bond-sales-calendar.
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 Bonds, together with any other information required by
law. By awarding the Bonds to the Purchaser, the City agrees that, no more than seven business days after
the date of such award, it shall provide to the Purchaser an electronic copy of the Final Official Statement.
The City designates the Purchaser as its agent for purposes of distributing the Final Official Statement to
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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 April 20, 2021
BY ORDER OF THE CITY COUNCIL
Is/ Susan Virnig
Finance Director