HomeMy WebLinkAboutResolution No. 059-20 - Authorizing the Sale of Taxable GO Bonds - Waste Water Revenue Bonds Series 2020B
RESOLUTION
PROVIDING FOR THE COMPETITIVE NEGOTIATED SALE OF TAXABLE GENERAL
OBLIGATION WASTE WATER REVENUE REFUNDING BONDS, SERIES 2020B
WHEREAS, the Common Council of the City of Rochester, Minnesota (the “City”) has
heretofore determined that it is necessary and expedient to issue its Taxable General
Obligation Waste Water Revenue Refunding Bonds, Series 2020B (the “Bonds”) to refund
the City’s 2023 through 2026 maturities of the City’s General Obligation Waste Water
Revenue Refunding Bonds, Series 2012A; and
WHEREAS, the City has retained Baker Tilly Municipal Advisors, LLC (“Baker Tilly MA”),
as its independent municipal 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 Common Council of the City of Rochester,
Minnesota, as follows:
1. Authorization; Findings. The Common Council hereby authorizes Baker
Tilly MA to solicit bids for the competitive negotiated sale of the Bonds.
2. Meeting; Bid Opening. This Common 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 principal amount, 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, Director of Finance 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.
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PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF
ROCHESTER, MINNESOTA, THIS __________ DAY OF _______________, 2020.
___________________________________
PRESIDENT OF SAID COMMON COUNCIL
ATTEST: __________________________
CITY CLERK
APPROVED THIS _____ DAY OF ______________________, 2020.
___________________________________
MAYOR OF SAID CITY
(Seal of the City of
Rochester, Minnesota)
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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
$25,050,000*
CITY OF ROCHESTER, MINNESOTA
TAXABLE GENERAL OBLIGATION WASTE WATER
REVENUE REFUNDING BONDS, SERIES 2020B
(BOOK ENTRY ONLY)
Proposals for the above-referenced obligations (the “Bonds”) will be received by the City
of Rochester, Minnesota (the “City”) on Monday, March 2, 2020, (the “Sale Date”) until
10:00 A.M., Central Time at the offices of Baker Tilly Municipal Advisors, LLC (“Baker
Tilly MA”), 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 7:00 P.M., Central Time, of the
same day.
SUBMISSION OF PROPOSALS
Baker Tilly MA will assume no liability for the inability of a bidder to reach Baker Tilly MA
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 Baker Tilly MA. Signed proposals, without final price or coupons,
may be submitted to Baker Tilly MA prior to the time of sale. The bidder shall be
responsible for submitting to Baker Tilly MA 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
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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:
®nd
PARITY, 1359 Broadway, 2 Floor, New York, New York 10018
Customer Support: (212) 849-5000
DETAILS OF THE BONDS
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, 2020. 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:
2023 $6,540,000 2024 $6,620,000 2025 $6,565,000 2026 $5,325,000
*
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 City for the new issue and
the prices at which the proposal indicates the securities will be initially offered to the
investing public.
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
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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 Director of Finance of the City will serve as registrar for the Bonds.
OPTIONAL REDEMPTION
The Bonds will not be subject to redemption in advance of their respective stated
maturity dates.
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 Sewer Utility Fund for repayment of the Bonds.
The proceeds of the Bonds will be used to refund the February 1, 2023 through
February 1, 2026 maturities of the City’s General Obligation Waste Water Revenue
Refunding Bonds, Series 2012A, dated May 15, 2012.
TAXABILITY OF INTEREST
The interest to be paid on the Bonds is included in gross income of the recipient for
United States and State Minnesota income tax purposes, and is subject to Minnesota
corporate and bank excise taxes measured by income.
BIDDING PARAMETERS
Proposals shall be for not less than $24,924,750 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.
GOOD FAITH DEPOSIT
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To have its proposal considered for award, the Purchaser is required to submit a good
faith deposit to the City in the amount of $250,500 (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 Purchaser shall be solely responsible for the timely delivery of its
Deposit whether by check or wire transfer. 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.
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
Baker Tilly Municipal Advisors, LLC, 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 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.
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
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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 March 30, 2020, 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 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, Baker Tilly Municipal Advisors, LLC, 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 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 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.
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Dated February 19, 2020 BY ORDER OF THE CITY COUNCIL
/s/ Anissa Hollingshead
City Clerk
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