HomeMy WebLinkAboutResolution No. 078-20 - General Obligation Bonds Waste Water Series 2020B Resolution
RESOLUTION
Awarding the sale of $23,380,000 Taxable General Obligation Waste Water Revenue
Refunding Bonds, Series 2020B, fixing their form and specifications; directing their
execution and delivery; providing for their payment; and, providing for the
redemption of bonds refunded thereby.
A. WHEREAS, the Mayor announced that the next order of business was
consideration of the proposals which had been received for the purchase of the City’s
$23,380,000 Taxable General Obligation Waste Water Revenue Refunding Bonds,
Series 2020A.
B. WHEREAS, the City Director of Finance presented a tabulation of the
proposals that had been received. The proposals were as set forth in Exhibit A attached.
NOW THEREFORE BE IT RESOLVED By the Common Council of the City of
Rochester, Olmsted County, Minnesota (the “City”) as follows:
Section 1. Sale of Bonds.
1.01. Background; Findings. It is hereby determined that:
(a) the City is authorized by the provisions of Minnesota Statutes,
Chapter 475 (the “Act”) and Section 475.67, Subdivision 13 of the Act to issue and
sell its general obligation bonds to refund outstanding bonds when determined by
the Common Council to be necessary and desirable;
(b) the City has heretofore issued its General Obligation Waste Water
Revenue Refunding Bonds, Series 2012A (the “Refunded Bonds”) to refund in
advance of their maturity the General Obligation Waste Water Revenue Bonds,
Series 2004A, the proceeds of which were used to finance waste water utility
system improvements in the City; and
(c) it is necessary and desirable that the City issue approximately
$23,380,000 Taxable General Obligation Waste Water Revenue Refunding
Bonds, Series 2020B (the “Bonds”) to refund in advance of maturity and at their
redemption date the 2023 to 2026 maturities of the Refunded Bonds, dated May
15, 2012 in the principal amount of $24,635,000 which are callable on February 1,
2022.
1.02. Award to the Purchaser and Interest Rates. The proposal of BOK Financial
Securities, Inc., in Dallas, Texas (the “Purchaser”) to purchase the Bonds of the City
described in the Terms of Proposal thereof is hereby found and determined to be a
reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a
price of $26,103,255.34 (the par amount of the Bonds of $23,380,000.00, plus original issue
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premium of $2,777,013.00, less an underwriter’s discount of $53,757.66), for Bonds bearing
interest as follows:
Year Interest Year Interest
Rate Rate
2023 4.00% 2025 4.00%
2024 4.00% 2026 4.00%
1.03. Purchase. Any amount paid by the Purchaser over the minimum purchase
price shall be credited to the Debt Service Fund hereinafter created, or deposited in the
Escrow Fund hereinafter created, or used to pay costs of issuance, as determined by the
City Finance Director after consultation with the City’s municipal advisor. The Director of
Finance is directed to retain the good faith check of the Purchaser, pending completion of
the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers.
The Mayor and City Clerk are authorized to execute a contract with the Purchaser on behalf
of the City, if requested by the Purchaser.
1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and
sell the Bonds in the total principal amount of $23,380,000 originally dated the date of
delivery, the Bonds being in fully registered form and issued in the denomination of $5,000
each or any integral multiple thereof, numbered No. R-1 and upward, bearing interest as
above set forth, and maturing serially on February 1, in the years and amounts as follows:
Year Amount Year Amount
2023 $5,930,000 2025 $6,215,000
2024 6,135,000 2026 5,100,000
As may be requested by the Purchaser, one or more term Bonds may be issued
having mandatory sinking fund redemption and final maturity amounts conforming to the
foregoing principal repayment schedule, and corresponding additions may be made to
the provisions of the applicable Bond(s).
1.05. No Optional Redemption. The Bonds will not be subject to redemption and
prepayment in advance of their maturity.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable
by check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been
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paid or made available for payment, unless (i) the date of authentication is an interest
payment date to which interest has been paid or made available for payment, in which case
the Bond will be dated as of the date of authentication, or (ii) the date of authentication is
prior to the first interest payment date, in which case the Bond will be dated as of the date
of original issue. The interest on the Bonds is payable on February 1 and August 1 of each
year, commencing August 1, 2020, to the registered owners of record thereof as of the close
th
of business on the 15 day of the immediately preceding month, whether or not that day is
a business day.
2.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer
agent, authenticating agent and paying agent (the “Registrar”). The effect of registration
and the rights and duties of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office
a bond register in which the Registrar provides for the registration of ownership of
Bonds and the registration of transfers and exchanges of Bonds entitled to be
registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly
endorsed by the registered owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing, the
Registrar will authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of a like aggregate principal amount and
maturity, as requested by the transferor. The Registrar may, however, close the
th
books for registration of any transfer after the 15 day of the month preceding each
interest payment date and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered
owner for exchange the Registrar will authenticate and deliver one or more new
Bonds of a like aggregate principal amount and maturity as requested by the
registered owner or the owner’s attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the
City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar
is satisfied that the endorsement on the Bond or separate instrument of transfer is
valid and genuine and that the requested transfer is legally authorized. The Registrar
will incur no liability for the refusal, in good faith, to make transfers which it, in its
judgment, deems improper or unauthorized.
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(f) Persons Deemed Owners. The City and the Registrar may treat the
person in whose name a Bond is registered in the bond register as the absolute
owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on the Bond and for all
other purposes, and payments so made to a registered owner or upon the owner’s
order will be valid and effectual to satisfy and discharge the liability upon the Bond to
the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon
the owner thereof for a transfer or exchange of Bonds sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid with
respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes
mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of the mutilated Bond or in lieu of and in substitution for any Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen
or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar an appropriate bond or indemnity in form, substance and amount
satisfactory to the Registrar and as provided by law, in which both the City and the
Registrar must be named as obligees. Bonds so surrendered to the Registrar will be
cancelled by the Registrar and evidence of such cancellation must be given to the
City. If the mutilated, destroyed, stolen or lost Bond has already matured or been
called for redemption in accordance with its terms it is not necessary to issue a new
Bond prior to payment.
2.04. Appointment of Initial Registrar. The City appoints the Director of Finance of
the City as the initial Registrar.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under
the direction of the City Director of Finance and executed on behalf of the City by the
signatures of the Mayor, and the City Clerk, provided that those signatures may be printed,
engraved or lithographed facsimiles of the originals. If an officer whose signature or a
facsimile of whose signature appears on the Bonds ceases to be such officer before the
delivery of a Bond, that signature or facsimile will nevertheless be valid and sufficient for all
purposes, the same as if the officer had remained in office until delivery. Notwithstanding
such execution, a Bond will not be valid or obligatory for any purpose or entitled to any
security or benefit under this Resolution unless and until a certificate of authentication on
the Bond has been duly executed by the manual signature of an authorized representative
of the Registrar. Certificates of authentication on different Bonds need not be signed by the
same representative. The executed certificate of authentication on a Bond is conclusive
evidence that it has been authenticated and delivered under this Resolution. When the
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Bonds have been so prepared, executed and authenticated, the City Director of Finance will
deliver the same to the Purchaser upon payment of the purchase price in accordance with
the contract of sale heretofore made and executed, and the Purchaser is not obligated to
see to the application of the purchase price.
2.06. Form of Bonds. The Bonds will be printed or typewritten in substantially the
form attached hereto as Exhibit B.
2.07. Approving Legal Opinion. The City Clerk of the City is authorized and directed
to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered,
Minneapolis, Minnesota, which is to be complete except as to dating thereof and cause the
opinion to be printed on or accompany each Bond.
Section 3. Bonds; Security; Escrow.
3.01. Funds and Accounts. For the convenience and proper administration of the
moneys to be borrowed and repaid on the Bonds and the Refunded Bonds, and to provide
adequate and specific security for the Purchaser and holders from time to time of the Bonds
and Refunded Bonds, there is hereby created a special fund to be designated the Taxable
General Obligation Waste Water Revenue Refunding Bonds, Series 2020B Fund
(the “Fund”) to be administered and maintained by the Director of Finance as a bookkeeping
account separate and apart from all other funds maintained in the official financial records
of the City. The Fund will be maintained in the manner herein specified until all of the
Refunded Bonds have been paid and until all of the Bonds and the interest thereon will have
been fully paid. There will be maintained in the Fund two separate accounts, to be
designated the Escrow Account and Debt Service Account.
(a) Escrow Account. Pursuant to an escrow agreement (the “Escrow
Agreement”) with U.S. Bank National Association in St. Paul, Minnesota, (the
“Escrow Agent”) the City will establish and maintain an escrow account (the “Escrow
Account”). The Escrow Agent is a suitable financial institution within the State, whose
deposits are insured by the Federal Deposit Insurance Corporation, whose combined
capital and surplus is not less than $500,000 and said financial institution is hereby
designated as the escrow agent (the “Escrow Agent”) for the Escrow Account. All
proceeds of the sale of the Bonds (less amounts deposited in the Debt Service
Account under Section 3.01(b) or used to pay costs of issuance) will be received by
the Escrow Agent and applied to fund the Escrow Account. Proceeds of the Bonds
not used to fund the Escrow Account will be returned to the City for deposit into the
Debt Service Account. All investment earnings on the Escrow Account are hereby
irrevocably pledged and appropriated thereto. The Escrow Account will be invested
in securities maturing or callable at the option of the holder on such dates and bearing
interest at such rates as will be required to provide sufficient funds, together with any
cash or other funds retained in the Escrow Account, to pay when due the interest to
accrue on each Bond to and including February 1, 2022 (the “Redemption Date”),
and to pay on the Redemption Date the principal amount of each of the Refunded
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Bonds. From the Escrow Account there will be paid (i) all interest paid on, or to be
paid on, or to accrue on, the Bonds to and including the Redemption Date, and (ii)
the principal of the Refunded Bonds due by reason of redemption on the Redemption
Date. The moneys in the Escrow Account will be used solely for, and the Escrow
Account will be irrevocably appropriated to, the purposes herein set forth and for no
other purpose, except that any surplus in the Escrow Account may be remitted to the
City, all in accordance with the Escrow Agreement. Any moneys remitted to the City
upon termination of the Escrow Agreement will be deposited in the Debt Service
Account.
(b) Debt Service Account. To the Debt Service Account there is hereby
pledged and irrevocably appropriated and there will be credited: (i) any balance
remitted to the City upon the termination of the Escrow Agreement; (ii) any balance
remaining on February 2, 2022, in the Debt Service Fund created by the Common
Council resolution authorizing the issuance and sale of the Refunded Bonds
(the “Prior Resolution”); (iii) any collections of all taxes hereafter levied for the
payment of the Bonds and interest thereon; (iv) all investment earnings on funds in
the Debt Service Account; (v) accrued interest (if any) received upon delivery of the
Bonds, and any other proceeds of the Bonds to the extent not required to fund the
Escrow Account in accordance with Section 1.03 hereof; (vi) after the Redemption
Date, net revenues of the municipal waste water utility system pledged to the
repayment of the Bonds; and (vi) any and all other moneys which are properly
available and are appropriated by the Common Council to the Debt Service Account.
After the Redemption Date, the Finance Director must report to the Common Council
any current or anticipated deficiency in the Debt Service Fund or in the availability of
Net Revenues to pay principal of and interest on the Bonds and any other bonds
similarly authorized. If a payment of principal or interest on the Bonds becomes due
when there is not sufficient money in the Debt Service Fund to pay the same, the
City Director of Finance is directed to pay such principal or interest from the general
fund of the City, and the general fund will be reimbursed for the advances out of the
proceeds of Net Revenues and taxes when collected. The amount of any surplus
remaining in the Debt Service Account when the Bonds and interest thereon are paid
will be used as provided in Section 475.61, Subdivision 4 of the Act.
3.02 Waste Water Fund. The City has created and will continue to operate its
Waste Water Fund to which will be credited all gross revenues of the waste water plant and
system (the “Waste Water System”) and out of which will be paid all normal and reasonable
expenses of current operations of the waste water plant and system. Any balance therein
is deemed “Net Revenues” and will be transferred, from time to time after the Redemption
Date, to the Debt Service Account, in an amount sufficient to pay principal of and interest on
the Bonds and any other bonds similarly authorized. The Common Council covenants and
agrees with the holders of the Bonds that so long as any of the Bonds remain outstanding
and unpaid, it will keep and enforce the following covenants and agreements:
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(a) The City will continue to maintain and efficiently operate the Utility
Systems Waste Water System as a public utility and convenience free from
competition of other like municipal utilities and will cause all revenues therefrom to
be deposited in bank accounts and credited to the Waste Water Fund as hereinabove
provided, and will make no expenditures from those accounts except for a duly
authorized purpose and in accordance with this resolution.
(b) The City will also maintain the Debt Service Fund as a separate
account in the Waste Water Fund and will cause money to be credited thereto from
time to time, out of Net Revenues from the Waste Water System in sums sufficient
to pay principal of and interest on the Bonds when due.
(c) The City will keep and maintain proper and adequate books of records
and accounts separate from all other records of the City in which will be complete
and correct entries as to all transactions relating to the Waste Water System and
which will be open to inspection and copying by any bondholder, or the bondholder’s
agent or attorney, at any reasonable time, and it will furnish certified transcripts
therefrom upon request and upon payment of a reasonable fee therefor, and said
account will be audited at least annually by a qualified public accountant and
statements of such audit and report will be furnished to all bondholders upon request.
(d) The Common Council will cause persons handling revenues of the
Waste Water System to be bonded in reasonable amounts for the protection of the
City and the bondholders and will cause the funds collected on account of the
operations of the Waste Water System to be deposited in a bank whose deposits are
guaranteed under the Federal Deposit Insurance Law.
(e) The Council will keep the Waste Water System insured at all times
against loss by fire, tornado and other risks customarily insured against with an
insurer or insurers in good standing, in such amounts as are customary for like plants,
to protect the holders, from time to time, of the Bonds and the City from any loss due
to any such casualty and will apply the proceeds of such insurance to make good
any such loss.
(f) The City and each and all of its officers will punctually perform all duties
with reference to the Waste Water System as required by law.
(g) The City will impose and collect charges of the nature authorized by
Minnesota Statutes, Section 444.075 at the times and in the amounts required to
produce Net Revenues adequate to pay all principal and interest when due on the
Bonds and to create and maintain such reserves securing said payments as may be
provided in this resolution.
(h) The Common Council will levy general ad valorem taxes on all taxable
property in the City, when required to meet any deficiency in pledged Net Revenues.
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(i) The City hereby determines that the estimated collection of net
revenues herein pledged for the payment of principal and interest on the Bonds will
produce at least 5% in excess of the amount needed to meet, when due, the principal
and interest payments on such portion of the Bonds.
3.03. Findings. It is hereby found and determined that based upon information
presently available from the City’s financial advisers, the issuance of the Bonds will result in
a reduction of debt service cost to the City on the Refunded Bonds, such that the present
value of the dollar amount of the debt service on the Bonds, computed to their stated
maturity dates, after deducting any premium, is lower by at least 3% than the present value
of the dollar amount of debt service on the Refunded Bonds, exclusive of any premium,
computed to their stated maturity dates (the “Reduction”) determined as of the Redemption
Date. The Reduction, after the inclusion of all authorized expenses of refunding and
earnings on the Escrow Account in the computation of the effective interest rate on the
Bonds, is adequate to authorize the issuance of the Bonds as provided by Minnesota
Statutes, Section 475.67, Subdivisions 12 and 13.
3.04. General Obligation Pledge. For the prompt and full payment of the principal
and interest on the Bonds, as the same respectively become due, the full faith, credit and
taxing powers of the City will be and are hereby irrevocably pledged. If the balance in the
Escrow Account or Debt Service Account is ever insufficient to pay all principal and interest
then due on the Bonds and any other bonds payable therefrom, the deficiency will be
promptly paid out of monies in the general fund of the City which are available for such
purpose, and such general fund may be reimbursed with or without interest from the Escrow
Account or Debt Service Account when a sufficient balance is available therein. To the
extent that it shall ever be necessary to provide full and timely payment of the debt service
on the Bonds, the City shall, pursuant to the authority described in this paragraph, levy an
ad valorem tax on all taxable property within the City sufficient for such purposes.
3.05. Pledge of Tax Levy. It is determined that estimated collection of Net
Revenues of the Waste Water System for the payment of principal and interest on the
Bonds after the Redemption Date will produce at least 5% in excess of the amount
needed to meet when due, the principal and interest payments on the Bonds maturing
after the Redemption Date, and that no tax levy is needed at this time.
3.06. Filing. The City Clerk is authorized and directed to file a certified copy of this
resolution with the County Auditor of Olmsted County and to obtain the certificate required
by Section 475.63 of the Act and the tax levy required by law has been made.
3.07 Prior Resolution Pledges. The pledges and covenants of the City made by
the Prior Resolution relating to the ownership, protection of and other particulars governing
the operation and financial management of the municipal Waste Water System and the
improvements thereto financed by the Bonds and the Refunded Bonds are restated and
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confirmed in all respects. The provisions of the Prior Resolution are hereby supplemented
to the extent necessary to give full effect to the provisions of this resolution.
Section 4. Refunding; Findings; Redemption of Refunded Bonds.
4.01. Deposit of Funds. As of the date of delivery of and payment for the Bonds
proceeds of the Bonds, plus accrued interest on the Bonds less necessary expenses of the
issuance of the Bonds (the “Proceeds”), are hereby pledged and appropriated and will be
deposited in the Escrow Account. Proceeds of the Bonds in excess of amount needed to
fund the Escrow Account and pay costs of issuance are appropriated to the Debt Service
Account in accordance with Section 3.01(b).
4.02. Payment of Bonds and Refunded Bonds. It is hereby found and determined
that money available and appropriated to the Escrow Account will be sufficient, together with
the permitted earnings on the investment of the Escrow Account, to pay principal of and
interest on the Bonds through the Redemption Date, and to pay at maturity or redemption
all of the principal of and redemption premium (if any) on the Refunded Bonds maturing after
the Redemption Date.
4.03. Permitted Investments. Securities purchased from the monies in the Escrow
Account will be limited to securities specified in Section 475.67, Subdivision 8 of the Act.
The Escrow Agent, as agent for the City is hereby authorized and directed to purchase for
and on behalf of the City and in its name, appropriate securities to fund the Escrow Account.
Upon the issuance and delivery of the Bonds, the securities so purchased will be deposited
with the Escrow Agent and held pursuant to the terms of the Escrow Agreement and the
Resolution.
4.04. Notice of Redemption. The Refunded Bonds maturing on February 1, 2023
and thereafter will be redeemed and prepaid on the Redemption Date. The Refunded
Bonds will be redeemed and prepaid in accordance with their terms and in accordance with
the terms and conditions set forth in the form of Notice of Call for Redemption attached to
the Escrow Agreement as EXHIBIT C which terms and conditions are hereby approved and
incorporated herein by reference. The Registrar for the Refunded Bonds is authorized and
directed to send a copy of the Notice of Redemption to the registered holder of the Refunded
Bonds.
4.05. Escrow Agreement. On or prior to the delivery of the Refunding Bonds, the
Mayor and City Clerk are hereby authorized and directed to execute the Escrow Agreement
on behalf of the City in substantially the form now on file with the City Director of Finance.
All essential terms and conditions of the Escrow Agreement including payment by the City
of reasonable charges for the services of the Escrow Agent, are hereby approved and
adopted and made a part of this resolution, and the City covenants that it will promptly
enforce all provisions thereof in the event of default thereunder by the Escrow Agent.
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Section 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and
directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds,
certified copies of proceedings and records of the City relating to the Bonds and to the
financial condition and affairs of the City, and such other certificates, affidavits and
transcripts as may be required to show the facts within their knowledge or as shown by the
books and records in their custody and under their control, relating to the validity and
marketability of the Bonds, and such instruments, including any heretofore furnished, will be
deemed representations of the City as to the facts stated therein.
5.02. Certificate as to Official Statement. The Mayor and City Clerk are hereby
authorized and directed to certify that they have examined the Official Statement prepared
and circulated in connection with the issuance and sale of the Bonds and that to the best of
their knowledge and belief the Official Statement is a complete and accurate representation
of the facts and representations made therein as of the date of the Official Statement.
5.03. Other Certificates. The Mayor, City Clerk, and Director of Finance, or any of
them, are hereby authorized and directed to furnish to the Purchaser at the closing such
certificates as are required as a condition of sale. Unless litigation shall have been
commenced and be pending questioning the Bonds or the organization of the City or
incumbency of its officers, at the closing the Mayor, City Clerk, and Finance Director shall
also execute and deliver to the Purchaser a suitable certificate as to absence of material
litigation, and the Director of Finance shall also execute and deliver a certificate as to
payment for and delivery of the Bonds.
Section 6. Book-Entry System; Limited Obligation of City.
6.01. DTC. The Bonds will be initially issued in the form of a separate single
typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.03
hereof. Upon initial issuance, the ownership of each such Bond will be registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee for The
Depository Trust Company, New York, New York, and its successors and assigns (“DTC”).
Except as provided in this section, all of the outstanding Bonds will be registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC.
6.02. Participants. With respect to Bonds registered in the registration books kept
by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and
the Paying Agent will have no responsibility or obligation to any broker dealers, banks and
other financial institutions from time to time for which DTC holds Bonds as securities
depository (the “Participants”) or to any other person on behalf of which a Participant holds
an interest in the Bonds, including but not limited to any responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect
to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person
(other than a registered owner of Bonds, as shown by the registration books kept by the
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Registrar), of any notice with respect to the Bonds, including any notice of redemption, or
(iii) the payment to any Participant or any other person, other than a registered owner of
Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds.
The City, the Registrar and the Paying Agent may treat and consider the person in whose
name each Bond is registered in the registration books kept by the Registrar as the holder
and absolute owner of such Bond for the purpose of payment of principal, premium and
interest with respect to such Bond, for the purpose of registering transfers with respect to
such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium,
if any, and interest on the Bonds only to or on the order of the respective registered owners,
as shown in the registration books kept by the Registrar, and all such payments will be valid
and effectual to fully satisfy and discharge the City’s obligations with respect to payment of
principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so
paid. No person other than a registered owner of Bonds, as shown in the registration books
kept by the Registrar, will receive a certificated Bond evidencing the obligation of this
resolution. Upon delivery by DTC to the City Director of Finance of a written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co., the
words “Cede & Co.,” will refer to such new nominee of DTC; and upon receipt of such a
notice, the City Director of Finance will promptly deliver a copy of the same to the Registrar
and Paying Agent.
6.03. Representation Letter. The City has heretofore executed and delivered to
DTC a Blanket Issuer Letter of Representations (the “Representation Letter”) which will
govern payment of principal of, premium, if any, and interest on the Bonds and notices with
respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City
with respect to the Bonds will agree to take all action necessary for all representations of the
City in the Representation letter with respect to the Registrar and Paying Agent, respectively,
to be complied with at all times.
6.04. Transfers Outside Book-Entry System. In the event the City, by resolution of
the Common Council, determines that it is in the best interests of the persons having
beneficial interests, in the Bonds that they be able to obtain Bond certificates, the City will
notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of
Bond certificates. In such event the City will issue, transfer and exchange Bond certificates
as requested by DTC and any other registered owners in accordance with the provisions of
this Resolution. DTC may determine to discontinue providing its services with respect to
the Bonds at any time by giving notice to the City and discharging its responsibilities with
respect thereto under applicable law. In such event, if no successor securities depository is
appointed, the City will issue and the Registrar will authenticate Bond certificates in
accordance with this resolution and the provisions hereof will apply to the transfer, exchange
and method of payment thereof.
6.05. Payments to Cede & Co. Notwithstanding any other provision of this
Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as
nominee of DTC, payments with respect to principal of, premium, if any, and interest on the
Bond and notices with respect to the Bond will be made and given, respectively in the
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manner provided in DTC’s Operational Arrangements, as set forth in the Representation
Letter.
Section 7. Continuing Disclosure.
7.01. City Compliance with Provisions of Continuing Disclosure Certificate. The
City hereby covenants and agrees that it will comply with and carry out all of the provisions
of the Continuing Disclosure Certificate. Notwithstanding any other provision of this
Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not
to be considered an event of default with respect to the Bonds; however, any Bondholder
may take such actions as may be necessary and appropriate, including seeking mandate
or specific performance by court order, to cause the City to comply with its obligations
under this section.
7.02. Execution of Continuing Disclosure Certificate. “Continuing Disclosure
Certificate” means that certain Continuing Disclosure Certificate hereby authorized to
executed by the Mayor and City Clerk and dated the date of issuance and delivery of the
Bonds, as originally executed and as it may be amended from time to time in accordance
with the terms thereof.
Section 8. Defeasance. When all Bonds and all interest thereon, have been
discharged as provided in this section, all pledges, covenants and other rights granted by
this resolution to the holders of the Bonds will cease, except that the pledge of the full faith
and credit of the City for the prompt and full payment of the principal of and interest on the
Bonds will remain in full force and effect. The City may discharge all Bonds which are due
on any date by depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full or by depositing irrevocably in escrow, with a suitable institution
qualified by law as an escrow agent for this purpose, cash or securities which are backed
by the full faith and credit of the United States of America, or any other security authorized
under Minnesota law for such purpose, bearing interest payable at such times and at such
rates and maturing on such dates and in such amounts as shall be required and sufficient,
subject to sale and/or reinvestment in like securities, to pay said obligation(s), which may
include any interest payment on such Bond and/or principal amount due thereon at a stated
maturity (or if irrevocable provision shall have been made for permitted prior redemption of
such principal amount, at such earlier redemption date). If any Bond should not be paid
when due, it may nevertheless be discharged by depositing with the Registrar a sum
sufficient for the payment thereof in full with interest accrued to the date of such deposit.
Section 9. Effective Date. This resolution shall be in full force and effect from and
after its passage.
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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
PROPOSALS
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EXHIBIT B
FORM OF BOND
No. R-____ UNITED STATES OF AMERICA $__________
STATE OF MINNESOTA
COUNTY OF OLMSTED
CITY OF ROCHESTER
TAXABLE GENERAL OBLIGATION WASTE WATER REVENUE REFUNDING BOND,
SERIES 2020B
Date of
Rate Maturity Original Issue CUSIP
February 1, 20__ March 30, 2020
Registered Owner: Cede & Co.
The City of Rochester, Minnesota, a duly organized and existing municipal
corporation in Olmsted County, Minnesota (the “City”), acknowledges itself to be indebted
and for value received promises to pay to the Registered Owner specified above or
registered assigns, the principal sum set forth above on the maturity date specified above
without option of prior payment, with interest thereon from the date hereof at the annual rate
specified above (calculated on the basis of a 360 day year of twelve 30 day months), payable
February 1 and August 1 in each year, commencing August 1, 2020, to the person in whose
th
name this Bond is registered at the close of business on the 15 day (whether or not a
business day) of the immediately preceding month. The interest hereon and, upon
presentation and surrender hereof, the principal hereof are payable in lawful money of the
United States of America by check or draft at the principal office of the Director of Finance,
Rochester, Minnesota, as Registrar, Authenticating Agent and Paying Agent, or its
designated successor under the Resolution described herein. For the prompt and full
payment of such principal and interest as the same respectively become due, the full faith
and credit and taxing powers of the City have been and are hereby irrevocably pledged.
The Bonds of this issue are not subject to redemption and prepayment in advance of
their maturity.
This Bond is one of an issue in the aggregate principal amount of $23,380,000 all
of like original issue date and tenor, except as to number, maturity date, interest rate and
denomination, all issued pursuant to a resolution adopted by the Common Council on
March 2, 2020 (the “Resolution”), for the purpose of providing money for a crossover
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advance refunding of callable maturities of the City’s General Obligation Waste Water
Revenue Refunding Bonds, Series 2012A, pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Section
475.67, Subdivisions 3 and 13, Section 444.075 and Chapter 475. The interest hereon
is payable until the Redemption Date, primarily out of the Escrow Account in the City’s
Taxable General Obligation Waste Water Revenue Refunding Bonds, Series 2020B Fund
and after the Redemption Date from net revenues of the waste water system of the City
in a special debt service fund of the City, as set forth in the Resolution to which reference
is made for a full statement of rights and powers thereby conferred. The full faith and
credit of the City are irrevocably pledged for payment of this Bond and the Common
Council has obligated itself to levy ad valorem taxes on all taxable property in the City in
the event of any deficiency in net Waste Water Revenues pledged, which taxes may be
levied without limitation as to rate or amount. The Bonds of this series are issued only as
fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single
maturities.
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City
has covenanted and agreed that it will continue to own and operate the waste water system
free from competition by other like utilities; that adequate insurance on said waste water
system and suitable fidelity bonds on employees will be carried; that proper and adequate
books of account will be kept showing all receipts and disbursements relating to the Waste
Water Fund, into which it will pay all of the gross revenues from the waste water system;
that it will also create and maintain a Debt Service Account in the Taxable General
Obligation Waste Water Revenue Refunding Bonds, Series 2020B Fund, into which it will
pay, out of the net revenues from the waste water system a sum sufficient to pay principal
hereof and interest hereon when due; and that it will provide, by ad valorem tax levies, for
any deficiency in required net waste water system revenues.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Registrar, by the
registered owner hereof in person or by the owner’s attorney duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar,
duly executed by the registered owner or the owner’s attorney; and may also be surrendered
in exchange for Bonds of other authorized denominations. Upon such transfer or exchange
the City will cause a new Bond or Bonds to be issued in the name of the transferee or
registered owner, of the same aggregate principal amount, bearing interest at the same rate
and maturing on the same date, subject to reimbursement for any tax, fee or governmental
charge required to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, whether this Bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and neither the City nor the
Registrar will be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be
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done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond
in order to make it a valid and binding general obligation of the City in accordance with its
terms, have been done, do exist, have happened and have been performed as so required,
and that the issuance of this Bond does not cause the indebtedness of the City to exceed
any constitutional, or statutory limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or
benefit under the Resolution until the Certificate of Authentication hereon has been executed
by the Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Rochester, Olmsted County, Minnesota, by
its Common Council, has caused this Bond to be executed on its behalf by the facsimile
or manual signatures of the Mayor and City Administrator and has caused this Bond to
be dated as of the date set forth below.
Date of Registration: Registrable by: City Director of Finance
March 30, 2020 Payable at: Office of the City Director of
Finance
REGISTRAR’S CITY OF ROCHESTER
CERTIFICATE OF OLMSTED COUNTY, MINNESOTA
AUTHENTICATION
Mayor
This bond is one of the
Bonds described in the ATTEST:
Resolution
mentioned within.
City Clerk
CITY DIRECTOR OF
FINANCE, Registrar
By:
Authorized Signature
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Dated: March 30, 2020
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______________________________________
The following abbreviations, when used in the inscription on the face of this Bond,
will be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT _________ Custodian _________
in common (Cust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and Act . . . . . . . . . . . .
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
______________________________________
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________ the within Bond and all rights
thereunder, and does hereby irrevocably constitute and appoint _______________ attorney
to transfer the said Bond on the books kept for registration of the within Bond, with full power
of substitution in the premises.
Dated:
Notice: The assignor’s signature to this assignment must correspond
with the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion
Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program
(“MSP”) or other such “signature guarantee program” as may be determined by the Registrar
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in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the
Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning
the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this
Bond is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered
on the books of the Registrar in the name of the person last noted below.
Date of Registration Registered Owner Signature of Registrar
Cede & Co.
Federal ID #13-2555119
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STATE OF MINNESOTA COUNTY AUDITOR’S
CERTIFICATE AS TO
COUNTY OF OLMSTED REGISTRATION
I, the undersigned County Auditor of Olmsted County, Minnesota, hereby certify that
a certified copy of a resolution adopted by the governing body of the City of Rochester,
Minnesota, on March 2, 2020, relating to the $23,380,000 Taxable General Obligation
Waste Water Revenue Refunding Bonds, Series 2020B of said municipality dated March
30, 2020, has been filed in my office and said bonds have been entered on the register of
obligations in my office.
WITNESS My hand and official seal this _____ day of March, 2020.
County Auditor
Olmsted County, Minnesota
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