HomeMy WebLinkAboutResolution - 2011-23 - Authorizing General Obligation Bonds, Series 2011B - 02/15/2011 CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 2011-23
RESOLUTION AUTHORIZING ISSUANCE AND SALE OF
$3,735,000 GENERAL OBLIGATION BONDS, SERIES 2011E
BE IT RESOLVED by the City Council of the City of Eden Prairie,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 Bonds, Series 2011 B, in the principal amount of$3,735,000 (the
"Bonds"), pursuant to Minnesota Statutes, Chapters 444 and 475 and Section 412.301,to finance
certain improvements to the City's water and sewer utilities and the acquisition of certain items
of equipment for the City's fire department.
SECTION 2. NOTICE OF SALE. Northland Securities, Inc., financial consultant to the City,
has presented to this Council a form of Notice of Sale for the Bonds which is attached hereto and
hereby approved. Each and all of the provisions of the Notice of Sale are hereby adopted as the
terms and conditions of the Bonds and of the sale thereof. Northland Securities, Inc. is hereby
authorized,pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), to
solicit proposals for the Bonds on behalf of the City on a competitive basis without requirement
of published notice.
SECTION 3. SALE MEETING. The Council shall meet at the time and place shown in the
Notice of Sale 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.
ADOPTED by the City Council of the City of Eden Prairie, on this 15'h day of February, 2011.
4ancya-
y a or
ATTEST:
Kat een Porta, City Clerk
NOTICE OF SALE
$3,735,000+
GENERAL OBLIGATION BONDS, SERIES 2011 B
CITY OF EDEN PRAIRIE, MINNESOTA
(Book-Entry Only)
NOTICE IS HEREBY GIVEN that these Bonds will be offered for sale according to the following terms:
TIME AND PLACE:
Proposals will be opened by the City's Chief Financial Officer,or designee,on Tuesday, March 15, 2011,
at 10:30 AM Central Time, at the offices of Northland Securities, Inc., 45 South 7th Street, Suite 2000,
Minneapolis, Minnesota 55402. Consideration of the Proposals for award of the sale will be by the City
Council at its meeting at the City Offices beginning Tuesday,March 15,2011 at 7:00 PM Central Time.
SUBMISSION OF PROPOSALS
Proposals may be:
a) submitted to the office of Northland Securities, Inc.;
b) faxed to Northland Securities, Inc.at 612-851-5918;
c) for proposals submitted prior to the sale,the final price and coupon rates may be submitted to
Northland Securities, Inc.by telephone at 612-851-5900 or 612-851-4972; or
d) submitted electronically.
Notice is hereby given that electronic proposals will be received via PARITYTm, or its successor, in the
manner described below, until 10:30 AM, Central Time, on Tuesday, March 15, 2011. Proposals may be
submitted electronically via PARITYT" or its successor, pursuant to this Notice until 10:30 AM, Central
Time, but no Proposal will be received after the time for receiving Proposals specified above. To the
extent any instructions or directions set forth in PARITYTM, or its successor, conflict with this Notice, the
terms of this Notice shall control. For further information about PARITYTm, or its successor, potential
bidders may contact Northland Securities, Inc. or i-Deal® at 1359 Broadway, 2'd floor, New York, NY
10019,telephone 212-849-5021.
Neither the City nor Northland Securities, Inc. assumes any liability if there is a malfunction of
PARITYT or its successor.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.
BOOK-ENTRY SYSTEM
The Bonds will be issued by means of a book-entry system with no physical distribution of bond
certificates made to the public.The Bonds will be issued in fully registered form and one bond certificate,
representing the aggregate principal amount of the Bonds maturing in each year,will be registered in the
name of Cede&Co. as nominee of 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
The City reserves the right to increase or decrease the principal amount of the Bonds.Any such increase or decrease will be
made in multiples of$5,000 and may be made in any maturity. If any maturity is adjusted,the purchase price will also be
adjusted to maintain the same gross spread.
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 City through Wells Fargo Bank, National Association,
Minneapolis, Minnesota (the "Paying Agent/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 successful bidder, as a
condition of delivery of the Bonds, will be required to deposit the bond certificates with DTC. The City
will pay reasonable and customary charges for the services of the Paying Agent/Registrar.
DATE OF ORIGINAL ISSUE OF BONDS
April 1, 2011
AUTHORITY/PURPOSE/SECURITY
The Bonds are being issued pursuant to Minnesota Statutes, Chapters 444 and 475 and Section 412.301.
Proceeds will be used to finance water system improvements, sewer system equipment and
improvements, and the acquisition of SCBA fire fighting equipment. The Bonds are payable from net
revenues of the municipal water and sewer utility systems and ad valorem taxes on all taxable property
within the City. The full faith and credit of the City is pledged to their payment and the City has validly
obligated itself to levy ad valorem taxes in the event of any deficiency in the debt service account
established for this issue.
INTEREST PAYMENTS
Interest is due semiannually on each June 1 and December 1, commencing December 1, 2011,to
registered owners of the Bonds appearing of record in the Bond Register as of the close of business on the
fifteenth day(whether or not a business day)of the calendar month preceding such interest payment date,
MATURITIES
Principal is due annually on December 1, inclusive, in each of the years and amounts as follows:
Year Amount Year Amount Year Amount
2011 $330,000 2015 $410,000 2018 $345,000
2012 390,000 2016 415,000 2019 350,000
2013 395,000 2017 335,000 2020 360,000
2014 405,000
Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds
and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject
to mandatory redemption in each year conforms to the maturity schedule set forth above.
INTEREST RATES
All rates must be in integral multiples of 1120th or I18th of 1%.Rates must be in level or ascending order.
All Bonds of the same maturity must bear a single uniform rate from date of issue to maturity.
ADJUSTMENTS TO PRINCIPAL AMOUNT AFTER PROPOSALS
The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase
or decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is
adjusted, the purchase price will also be adjusted to maintain the same gross spread. Such adjustments
shall be made promptly after the sale and prior to the award of Proposals by the City and shall be at the
sole discretion of the City. The successful bidder may not withdraw or modify its Proposal once
submitted to the City for any reason, including post sale: adjustment. Any adjustment shall be conclusive
and shall be binding upon the successful bidder.
OPTIONAL REDEMPTION
Bonds maturing on December 1,2018 through 2020 are subject to redemption and prepayment at the
option of the City on December 1,2017 and any date thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part,the
maturities and principal amounts within each maturity to be redeemed shall be determined by the City and
if only part of the Bonds having a common maturity date are called for prepayment,the specific Bonds to
be prepaid shall be chosen by lot by the Bond Registrar.
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 shall constitute
cause for a failure or refusal by the successful bidder thereof to accept delivery of and pay for the Bonds
in accordance with terms of the purchase contract.The CUSIP Service Bureau charge for the assignment
of CUSIP identification numbers shall be paid by the successful bidder.
DELIVERY
Delivery of the Bonds will be within forty days after award, subject to an approving legal opinion by
Dorsey& Whitney LLP, Bond Counsel. The legal opinion will be paid by the City and delivery will be
anywhere in the continental United States without cost to the successful bidder at DTC.
TYPE OF PROPOSAL
Proposals of not less than$3,697,650(99%)and accrued interest on the principal sum of$3,735,000 must
be filed with the undersigned prior to the time of sale. Proposals must be unconditional except as to
legality. Proposals for the Bonds should be delivered to Northland Securities, Inc. and addressed to:
Sue Kotchevar, Chief Financial Officer
Eden Prairie City Hall
8080 Mitchell Road
Eden Prairie, Minnesota 55344
A good faith deposit (the "Deposit") in the amount of $74,700 in the form of a federal wire transfer
(payable to the order of the City)is only required from the apparent winning bidder, and must be received
within two hours after the time stated for the receipt of Proposals. The apparent winning bidder will
receive notification of the wire instructions from the Financial Advisor promptly after the sale. If the
Deposit is not received from the apparent winning bidder in the time allotted, the City may choose to
reject their Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of
their original proposal,so long as said bidder wires funds for the Deposit amount within two hours of said
❑ffer.
Wire Instructions for the Deposit are as follows:
Bank: Wells Fargo Bank,N.A., San Francisco,CA
ABA#. 121000248
FFC: Northland Securities,Inc.,Bond Escrow Account, 346-9563161
Reference: Name of sender,City name and Series
The City will retain the Deposit of the successful bidder,the amount of which will be deducted at
settlement and no interest will accrue to the successful bidder. In the event the successful bidder fails to
comply with the accepted Proposal,said amount will be retained by the City. No Proposal can be
withdrawn 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.
AWARD
The Bonds 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. In the event of a tie,the sale of the Bonds will be awarded by lot.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 which the City determines to have failed to comply with the terms herein.
INFORMATION FROM SUCCESSFUL BIDDER
The successful bidder will be required to provide, in a timely manner, certain information relating to the
initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions
of the Internal Revenue Code of 1986, as amended.
OFFICIAL STATEMENT
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 to the
senior managing underwriter of the syndicate to which the Bonds are awarded, the Final Official
Statement in an electronic format as prescribed by the Municipal Securities Rulemaking Board(MSRB).
FULL CONTINUING DISCLOSURE UNDERTAKING
The City will covenant in the resolution awarding the sale of the Bonds and in a Continuing Disclosure
Undertaking to provide,or cause to be provided,annual financial information, including audited financial
statements of the City,and notices of certain material events, as required by SEC Rule 15c2-12.
BANK QUALIFICATION
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.
BOND INSURANCE AT UNDERWRITER'S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the
option of the successful bidder, the purchase of any such insurance policy or the issuance of any such
commitment shall be at the sole option and expense of the successful bidder of the Bonds.Any increase in
the costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the
successful bidder, 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
successful bidder. Failure of the municipal bond insurer to issue the policy after the Bonds have been
awarded to the successful bidder shall not constitute cause for failure or refusal by the successful bidder
to accept delivery on the Bonds.
The City reserves the right to reject any and all Proposals,to waive informalities and to adjourn the sale.
Dated: February 15,2011 BY ORDER OF THE EDEN PRAIRIE CITY COUNCIL
Isl Sue Kotchevar
Chief Financial Officer
Additional information may be obtained from:
Northland Securities, Inc.
45 South 7"Street, Suite 2000
Minneapolis,Minnesota 55402
Telephone No.: 612-851-5900