HomeMy WebLinkAbout2010-021 CCR Member Kay Lasman introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2010 -21
RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED SALE
OF $2,350,000 GENERAL OBLIGATION UTILITY REVENUE BONDS,
SERIES 2010A
A. WHEREAS, the City Council- of the City of Brooklyn Center, Minnesota,
has heretofore determined that it is necessary and expedient to issue its $2,350,000 General
Obligation Utility Revenue Bonds, Series 2010A (the "Bonds ") to finance the replacement of
residential and commercial water meters within the City; and
B. 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); and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Brooklyn Center, Minnesota, as follows:
1. Authorization; Findings. The City Council hereby authorizes Springsted
to solicit bids for the g
competitive negotiated sale of the Bonds.
2. Meeting; Bid Oneninij. 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 Manager or his 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 Manager 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.
January 11, 2010 L. -
Date Mayor
ATTEST: 4n�
City Clerk
The motion for the adoption of the foregoing resolution was duly seconded by member
Mark Ye
lic h
and upon vote being taken thereon, the following voted in favor thereof:
Tim Willson, Kay Lasman, Tim Roche, Dan Ryan, and Mark Yelich;
and the following voted against the same: none;
whereupon said resolution was declared duly passed and adopted.
RESOLUTION NO. 2010-21
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
$2,350,000`
CITY OF BROOKLYN CENTER,MINNESOTA
GENERAL OBLIGATION UTILITY REVENUE BONDS, SERIES 2010A
(BOOK ENTRY ONLY)
The City of Brooklyn Center, Minnesota is requesting proposals for the above-named Issue
optionally as conventional tax-exempt general obligations (the "Tax-Exempt Bonds") or as
taxable general obligations which the City will elect to designate "Qualified Build America
Bonds (Direct Pay)" (the "Taxable Bonds"). Proposals for the Bonds and the Good Faith
Deposit ("Deposit") will be received on Monday, February 8, 2010, until 10:30 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 7:00 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 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 Bids submitted to PARITY&
Each bidder shall be solely responsible for making necessary arrangements to access PARITY®
for purposes of submitting its electronic Bid in a timely manner and in compliance with the
requirements of the Terms of Proposal. Neither the City, its agents nor PARITY® shall have
` Preliminary;subject to change
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RESOLUTION NO. 2010-21
tion to bid for an prospective bidder or to provide or
duty or obligation to undertake registration Y p p
any Y g g
ents nor
ensure electronic access to any qualified prospective bidder, and neither the City, its agents
' register to bid or for an failure in the
bidder's failure to re Y
responsible for a ba.
PARITY® shall be respo g
have an liability for an delays or interruptions of or any damages
o operation of or Y Y
proper P � Y �'
caused by the services of PARITY®. The City is using the services of PARITY® solely as a
'c bidding for the Bonds,
and PARITY® is
lectroru
'sm to conduct the e g
communication mechanism
not an agent of the City.
If any provisions of this Terms of Proposal conflict with information provided by PARITY®,
Y® including an fee
this Terms of Proposal shall control. Further information about PARIT g Y
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 March 8, 2010, as the date of original issue, and will bear interest
payable on February 1 and August 1 of each year, commencing February 1, 2011. 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:
2011 $140,000 2014 $140,000 2017 $150,000 2020 $160,000 2023 $180,000
2015 140 000 2018 $155 000 2021 $165,000 2024 $185,000
2012 $135,000 $ ,
2013 $135,000 2016 $145,000 2019 $155,000 2022 $175,000 2025 $190,000
* The City reserves the right, after proposals are opened and prior to award, to increase or
reduce the principal amount of the Bonds or the maturity amounts offered for sale. Any
such increase or reduction will be made in multiples of$S,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
percentage 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
11 term bonds shall be subject to mandatory bonds and term bonds. A � sinking fund redemption at
par a
date of redemption and must conform to the maturity
rice of plus accrued interest to the p
P P
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 of the Bonds. Individual
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RESOLUTION NO. 2010-21
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, 2020, and on any day thereafter, to prepay Bonds due on or
after February 1, 2021. 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.
EXTRAORDINARY REDEMPTION
In the event the Bonds are designated and issued as Taxable Qualified Build America Bonds
(Direct Pay), the Bonds are subject to extraordinary redemption at the direction of the City if the
IRS determines, or is expected by the City to determine, either prospectively or otherwise, that
Direct Payments are not payable with respect to the Bonds, or there is a change in law
eliminating or decreasing Direct Payments with respect to the Bonds. The redemption shall be at
a price of par plus accrued interest, and the redemption date shall be a date designated by the
City for which timely notice of redemption can be given.
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 net
revenues of the City's water and sewer utilities. The proceeds will be used to finance the
replacement of residential and commercial water meters within the City.
BIDDING PARAMETERS
Bidders may provide proposals for the Bonds specifying interest rates for the Bonds if issued as
Tax-Exempt Bonds, or alternatively, specifying interest rates for the Bonds if issued as Taxable
Bonds. Each bidder is encouraged, but not required, to submit proposals for both Tax-Exempt
Bonds and Taxable Bonds. To comply with the `Build America Bond"provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), each proposal for the Taxable Bonds must
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RESOLUTION NO. 2010-21
specify the expected reoffering price for each maturity of the Bonds,-and (i) each such reoffering
price cannot exceed the par amount of the maturity by more than .25% multiplied by the number
of complete years to the earlier of the maturity date or the first optional redemption date for the
maturity of the Bonds and (ii) in the initial offering no bond may be sold for a price in excess of
such limit unless the IRS provides authoritative guidance to the contrary. Separate proposal
forms and Parity provisions have been provided for submitting proposals for the Bonds if to be
designated Tax-Exempt Bonds or designated Taxable Bonds.
If the Bonds are issued as Taxable Bonds, the Bonds will be titled "Taxable General Obligation
Utility Revenue Bonds, Series 2010A (Build America Bonds—Direct Pay)".
Proposals for the Tax-Exempt Bonds shall be for not less than $2,326,500 (the "Minimum Bid")
and accrued interest on the total principal amount of the Bonds. Proposals for the Taxable Bonds
shall be for not less than the Minimum Bid or for not more than a de minimis premium, as
described below.
Maximum Maximum Maximum Maximum
Permitted Permitted Permitted Permitted
Year Price Year Price Year Price Year Price
2011 $100.00 2015 $101.00 2019 $102.00 2023 $102.25
2012 100.25 2016 101.25 2020 102.25 2024 102.25
2013 100.50 2017 101.50 2021 102.25 2025 102.25
2014 100.75 2018 101.75 2022 102.25
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 method of submission, shall be accompanied by a Deposit in the amount
of$23,500, 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:
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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_services @springsted.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
h bidder following
City action relative to an award of
unsuccessful bidder will be returned to such g ty
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 to the bidder offering the lowest interest rate to be determined on a
true interest cost (TIC) basis, treating the credit available to the City if the Bonds are issued as
Taxable Bonds constituting "Qualified Build America Bonds" as a reduction in each interest
payment. No proposal for the Taxable Bonds may require reoffering premiums in excess of the
maximums set for the Taxable Bonds issued as "Qualified Build America Bonds." 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.
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
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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 qual ify 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
On or about March 8, 2010, 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 Briggs and Morgan, Professional Association, of Saint Paul and
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
On the date of actual issuance and delivery of the Bonds, the City will execute and deliver a
Continuing Disclosure Undertaking (the "Undertaking") whereunder the City will covenant for
the benefit of the owners of the Bonds to provide certain financial and other information about
the City and notices of certain occurrences to information repositories as specified in and
required by SEC Rule 150-12(b)(5).
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, 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 Bonds, together with any other
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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 95 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 January 11, 2010 BY ORDER OF THE CITY COUNCIL
/s/ Sharon Knutson
Clerk
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