HomeMy WebLinkAboutResolution 7827 • RESOLUTION 7827
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION APPROVING THE TERMS OF SALE OF THE
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,
SERIES 2011 B TO BE ISSUED BY THE CITY OF BLAINE, MINNESOTA
A. WHEREAS, there is attached hereto as Exhibit A the Terms of Proposal for the
issuance of General Obligation Equipment Certificates of Indebtedness to be issued pursuant to
Minnesota Statutes, Section 412.301 (the "Certificates") by the City of Blaine; and
B. WHEREAS, the Cities of Spring Lake Park, Mounds View and Blaine (collectively
the "Cities") propose pursuant to that certain Joint Powers Agreement for the Provision of Fire
Protection Services dated December 11, 1990, as previously amended and supplemented (the
"Joint Powers Agreement") and a Supplement to Joint Powers Agreement attached as Exhibit B
to be entered into by the Cities (the "Supplement"), to finance various equipment for municipal
fire protection with the proceeds of the Certificates; and
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of
Mounds View, Minnesota, as follows:
1. The City Council hereby approves the Terms of Proposal for the issuance
of Certificates in substantially the form attached hereto, and authorizes the City of Blaine to
accept the offer of the lowest bidder for the sale of the Certificates.
2. The City Council hereby approves the Supplement in substantially the
form attached, subject to modifications that do not alter the substance of the transaction and
that are approved by the City Attorney and the City Administrator; provided that execution of the
Agreement by the Mayor and City Administrator shall be conclusive evidence of approval. The
Mayor and City Administrator are hereby authorized to execute the Supplement on behalf of
Mounds View, and to carry out on behalf of Mounds View, Mounds View's obligations
thereunder.
3. Mounds View hereby affirms its obligations under the Joint Powers
Agreement, as modified by the Supplement, to pay its proportionate share of the debt service on
the Certificates.
Adopted this 12th day of September, 2011
e FI .erty,-Ma
ATTEST: jalma ,�I���James Ericson, City Administrator
(seal)
EXHIBIT A
TERMS OF PROPOSAL
$1,555,000
CITY OF BLAINE,MINNESOTA
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,SERIES 2011B
(BOOK ENTRY ONLY)
Proposals for the Certificates and the Good Faith Deposit("Deposit")will be received on
Thursday, October 20, 2011,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 Certificates will be by the City
Council at 7:30 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 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
PART-77 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 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 Certificates, and PARITY®
•
Preliminary; subject to change.
A-1
• is not an agent of the City.
If any provisions of this Terms of Proposal conflict with information rovided by PARITY®, this
Terms of Proposal shall control. Further information about PARITY including any fee
charged, may be obtained from:
PARITY®, 1359 Broadway, 2°a Floor,New York,New York 10018
Customer Support: (212) 849-5000
DETAILS OF THE CERTIFICATES
The Certificates will be dated November 1, 2011, as the date of original issue, and will bear
interest payable on February 1 and August 1 of each year, commencing August 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 $300,000
2014 $310,000
2015 $310,000
2016 $315,000
2017 $320,000
* The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal
amount of the Certificates 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 Certificates 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 Certificates is increased
or reduced.
Proposals for the Certificates 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 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 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
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391605v1 JSB BL140-12
Ask nominees of beneficial owners. The purchaser, as a condition of delivery of the Certificates, will
1W be required to deposit the Certificates 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 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 equipment for municipal fire protection.
BIDDING PARAMETERS
Proposals shall be for not less than $1,542,560 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 51100 or 1/8 of I%. Rates are not required to be in level or ascending order;
however,the rate for any maturity cannot be more than I% 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 method of submission, shall be accompanied by a Deposit in the amount
of$15,550, 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:
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391605v1 JSB BL140-12
• Wells Fargo Bank,N.A., San Francisco, CA 94104
ABA#121000248
for credit to Springsted Incorporated, Account#635-5007954
Ref: Blaine, MN Series 2011B Good Faith Deposit
Contemporaneously with such wire transfer,the bidder shall send an e-mail to
bond serviceskspringsted.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 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 retained by the City.
AWARD
The Certificates will be awarded on the basis of the lowest interest rate to be determined 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 informalities 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.
• BOND INSURANCE AT PURCHASER'S OPTION
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3916050 JSB BL140-12
If the Certificates 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
Certificates. Any increased costs of issuance of the Certificates 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 Certificates 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 Certificates have been awarded to
the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery
on the Certificates.
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 CUSIP Service Bureau charge for the assignment of CUSIP identification
numbers shall be paid by the purchaser.
SETTLEMENT
Within 40 days following the date of their award, the Certificates 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 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
On the date of actual issuance and delivery of the Certificates, 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 Certificates 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 15c2-12(b)(5).
OFFICIAL STATEMENT
iThe City has authorized the preparation of an Official Statement containing pertinent information
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3916050 JSB BL140-12
• 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 60 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 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 September 15, 2011 BY ORDER OF THE CITY COUNCIL
/s/Jane Cross
City Clerk
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391605v1 JSB BL140-12
• EXHIBIT B
SUPPLEMENT TO JOINT POWERS AGREEMENT
This Supplement to Joint Powers Agreement (the "Supplement") is dated the day
of , 2011, and is entered into pursuant to Minnesota Statutes, Section 471.59
(the "Minnesota Joint Powers Act"), among the City of Blaine ("Blaine"), the City of Mounds
View ("Mounds View"), and the City of Spring Lake Park ("Spring Lake Park"), collectively
herein referred to as the "Cities", each such City being a municipal corporation and political
subdivision of the State of Minnesota.
1. Background. The Cities have heretofore entered into that certain Joint Powers
Agreement for the Provision of Fire Protection Services dated December 11, 1990, as amended
and supplemented (the "Joint Powers Agreement'). The Joint Powers Agreement was entered
into by the Cities to cooperate in providing fire protection services to their residents through the
acquisition, construction, furnishing, and betterment of land, buildings, and equipment for
municipal fire protection, firefighting, and related public safety and welfare purposes; the
contracting for and payment of such capital costs, services, and related expenses; and the taking
of all other action desirable or necessary in connection therewith.
The Cities have also heretofore entered into a certain Contract to Furnish Fire Protection
Service (the "Contract') which each of the Cities executed with Spring Lake Park Fire
Department, Inc., a Minnesota nonprofit corporation (the "Fire Company"), in 1986. Under the
Contract, the Fire Company provides fire protection and other public health and safety services,
equipment, and personnel; and each of the Cities is responsible from year to year for its
respective share of the cost thereof pursuant to the Formula (the "Formula") set out in Exhibit
"A"attached to the Joint Powers Agreement.
Under the Joint Powers Agreement, the Cities anticipated that equipment and other
property currently owned by the Fire Company would be acquired by the Cities; that the Cities
would acquire additional land, buildings, and other equipment and property for fire protection
and related public health and safety purposes; that the Cities would in turn by contract make such
property available to appropriate service providers, including the Fire Company; and that the
Cities would share the respective costs thereof pursuant to the Formula and as further provided in
paragraph III(D) of the Joint Powers Agreement.
2. Purpose of Supplement. The Cities believe it to be in their best interest to acquire
certain equipment for municipal fire protection and firefighting purposes (the "Equipment'). In
order to finance the Equipment the Cities believe that it is necessary, desirable and appropriate
that approximately $1,555,000 of General Obligation Equipment Certificates of Indebtedness to
be issued pursuant to Minnesota Statutes, Section 412.301 (the"Certificates").
3. Equipment Certificates. Blaine, Mounds View and Spring Lake Park each
represent and warrant to the other that they have each taken all action required by Minnesota
Statutes, Section 412.301 in order to be legally authorized to issue the Certificates, provided that
• the maximum principal amount of Certificates to be paid by Mounds View is $250,000 and the
maximum principal amount of Certificates to be paid by Spring Lake Park is $160,000. The
391605v1 JSB BL140-12
B-1
• Certificates will be issued by the City of Blaine, but Mounds View and Spring Lake Park each
will be legally obligated to pay a portion of debt service on the Certificates to Blaine and hereby
pledge their full faith and credit and taxing powers to pay such portion of the debt service on the
Certificates. Prior to the issuance of the Certificates, in order to evidence Spring Lake Park's
and Mounds View's obligations to Blaine to pay a portion of debt service on the Certificates,
Spring Lake Park and Mounds View will each issue to Blaine a note, certificate of indebtedness
or other debt instrument (the "Notes") or adopt a resolution or enter into an agreement pursuant
to which they will pledge their full faith and credit and taxing powers to pay the applicable
Formula percentage of debt service on the Certificates or a pro rata share of the annual debt
service on the Certificates based on the Formula in effect at the time of issuance, but not in any
event to exceed the amounts of debt service on the Certificates properly allocable to the
maximum principal amounts set forth above. In the event any of the Cities withdraw from
participation in the Joint Powers Agreement as contemplated by paragraph I of the Joint Powers
Agreement, they shall remain obligated to pay their Historical Share of debt service on the
Certificates as contemplated by paragraph E of the Joint Powers Agreement or, if Mounds View
or Spring Lake Park agree to pay scheduled debt service amounts pursuant to the Notes or other
agreement,they shall remain obligated to pay their scheduled debt service set forth therein.
4. Ownership, Acquisition and Construction of Project. Ownership of the
Equipment shall, in accordance with the provisions of the Joint Powers Agreement, be nominally
in the name of the City of Blaine. The acquisition, construction and operation of the Equipment
shall be accomplished in accordance with the provisions of the Joint Powers Agreement.
M5. Effect. Except as herein supplemented all provisions of the Joint Powers
Agreement shall remain in effect.
6. Duration of Agreement. This Supplement shall remain in effect until the
Certificates are paid or otherwise discharged.
7. Miscellaneous. This Supplement shall be effective as of the date that all of the
Cities shall have approved and executed this Supplement, which shall be governed by law of the
State of Minnesota, and may be executed in any number of counterparts, each of which shall
constitute an original hereof. In the event that any provision of this Supplement is declared
unlawful or unenforceable by a court of competent jurisdiction, the remainder of this Supplement
shall remain in full force and effect to the same extent as though said provision did not appear
herein.
IN WITNESS WHEREOF, the Cities of Blaine, Mounds View, and Spring Lake Park,
Minnesota, have duly authorized the execution of and have duly executed this Supplement by
their authorized representatives,respectively.
391605v1 JSB BL140-12
B-2
City of Blaine, Minnesota
Dated: , 2011 By:
Its Mayor
By:
Its City Manager
City of Mounds View, Minnesota
Dated: , 2011 By:
Its Mayor
By:
Its City Administrator
City of Spring Lake Park, Minnesota
Dated: , 2011 By:
Its Mayor
By:
Its City Clerk-Treasurer
379376v2 JSB MU210-192
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