HomeMy WebLinkAboutResolution No. 034-13CITY OF ROCHESTER
COUNTY OF OLMSTED
STATE OF MINNESOTA
RESOLUTION NO. U3 I3
RESOLUTION AWARDING THE SALE OF THE
CITY' S ELECTRIC UTILITY REVENUE REFUNDING
BONDS, SERIES 2013A
AND PROVIDING FOR THEIR ISSUANCE
A. WHEREAS, the City owns and operates its municipal electric utility as a public
utility (such electric utility and all properties of every nature constituting a part thereof which
may now or hereafter be owned by the City, including all improvements and extensions thereof,
all real and personal property comprising a part of said system, and all appurtenances, contracts,
leases, franchises, and other intangibles relating thereto, are collectively hereinafter referred to as
the "Electric Utility").
B. WHEREAS, the City, in cooperation with the Public Utility Board (the "Board")
of Rochester Public Utilities ("RPU") established pursuant to the City's Home Rule Charter, has
heretofore issued its Electric Utility Revenue Bonds, Series 2002A (the "Series 2002A Bonds")
to finance the construction and installation of various improvements to the Electric Utility
(collectively, the "Improvements"). 4
C. WHEREAS, the City and Board have determined that it is in their best interests to
provide for a current refunding of the Series 2002A Bonds and to issue the City's Electric Utility
Revenue Refunding Bonds, Series 2013A in the principal amount of $3,960,000 (the "Bonds") to
provide funds to refund the Series 2002A Bonds.
D. WHEREAS, the City does not currently have outstanding any electric utility
revenue bonds, or similar obligations, which are payable from the revenues of the Electric
Utility, except the City's Electric Revenue Note, Series 2005, dated March 10, 2005 (the "Series
2005 Note"), the City's Electric Utility Revenue Bonds, Series 2007C dated as of March 19,
2007 (the "Series 2007C Bonds"), and the City's Electric Revenue Note, Series 2009, dated
September 25, 2009 (the "Series 2009 Note").
E. WHEREAS, the Series 2002A Bonds which mature on December 1, 2013 and
thereafter are subject to redemption and prepayment, at a price of par plus accrued interest, at the
option of the City on December 1, 2012, and any date thereafter for which timely notice of
redemption may be given.
F. WHEREAS, it is necessary and desirable to the sound financial management of
the affairs of the City and of the Electric Utility that the City issue its Electric Utility Revenue
Refunding Bonds, Series 2013A (the "Bonds"), pursuant to the Home Rule Charter of the City
and the laws of the State of Minnesota, including the applicable provisions of Minnesota
Statutes, Chapter 475, in order to refund the Series 2002A Bonds maturing in the years 2013
and thereafter (the "Refunded Bonds") on April 1, 2013.
416211v1 RC110-30
G. WHEREAS, annual average of the Net Revenues of the Electric Utility for the
two fiscal years immediately preceding the issuance of the Bonds was $6,725,944 which is
greater than 115% of the average of the unpaid annual debt service requirements on the
outstanding Series 2005 Note, the Series 2007C Bonds, the Series 2009 Note and the Bonds.
H. WHEREAS, the City has retained Springsted Incorporated, in Saint Paul,
Minnesota ("Springsted"), as its independent financial advisor for the sale of the Bonds and is
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2 (9).
I. WHEREAS, offers to purchase the Bonds were solicited on behalf of the City by
Springsted Incorporated.
J. WHEREAS, the following offers set forth on Exhibit A were received, opened
and recorded at the offices of Springsted Incorporated at 10:00 o'clock A.M. on Wednesday,
January 23, 2013.
NOW, THEREFORE, BE IT RESOLVED by the Common Council (the "Council") of
the City of Rochester, Minnesota (the "City," which term, for purposes of this Resolution, shall
include the Public Utility Board of Rochester Public Utilities), as follows:
1. Acceptance of Offer. The offer of BMO Capital Markets in Chicago, Illinois, (the
"Purchaser") to purchase the Bonds in accordance with the terms of proposal, at the rates of
interest hereinafter set forth, and to pay therefore the sum of $4,080,583.69 plus accrued interest
to settlement is hereby found, determined and declared to be the most favorable offer and is
hereby accepted. The Finance Director is hereby directed to retain the deposit of said Purchaser
and to forthwith return to the others making offers their good faith deposits.
2. Bond Terms.
(a) Title; Original Issue Date. Denominations; Maturities; Term Bond Option.
The Bonds shall be dated as of the date of issuance, and shall be issued forthwith on or
after such date in fully registered form. The Bonds shall be numbered from R-1 upward
in the denomination of $5,000 each or any integral multiple thereof of a single maturity
(the "Authorized Denominations"). The Bonds shall mature on December 1 in the years
and amounts as follows;
Year
Amount
2013
$785,000
2014
780,000
2015
790,000
2016
790,000
2017
815,000
416211vl RC110-30
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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 Bonds.
(b) Book Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York, or any of its
successors to its functions hereunder (the "Depository"), will act as securities depository
for the Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in
book entry form only (the "Book Entry Only Period"), shall at all times be in the
form of a separate single fully registered Bond for each maturity of the Bonds;
and for purposes of complying with -this requirement under other -applicable
provisions of this Resolution, authorized denominations for each maturity of
Bonds shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that maturity. While in such book entry form, the
Bonds are sometimes hereinafter referred to as being in "Book Entry Only Form."
(ii) Upon initial issuance, ownership of the Bonds shall be registered
in a bond register maintained by the Bond Registrar in the name of CEDE & CO.,
as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
f Y
(iii) With respect to the Bonds, neither the City nor the Bond Registrar
shall have any responsibility or obligation to any broker, dealer, bank, or any
other financial institution for which the Depository holds Bonds as securities
depository (the `Participant") or to the person for which a Participant holds an
interest in the Bonds shown on the books and records of the Participant (the
`Beneficial Owner"). Without limiting the immediately preceding sentence,
neither the City, nor the Bond Registrar, shall have any such responsibility or
obligation with respect to (A) the accuracy of the records of the Depository, the
Nominee or any Participant with respect to any ownership interest in the Bonds,
or (B) the delivery to any Participant, any Beneficial Owner or any other person,
other than the Depository, of any notice with respect to the Bonds, including any
notice of redemption, or (C) the payment to any Participant, any Beneficial Owner
or any other person, other than the Depository, of any amount with respect to the
principal of or premium, if any, or interest on the Bonds, or (D) the consent given
or other action taken by the Depository as the registered owner of any Bonds (the
"Holder"). For purposes of securing the vote or consent of any Holder under this
Resolution, the City may, however, rely upon an omnibus proxy under which the
Depository assigns its consenting or voting rights to certain Participants to whose
accounts the Bonds are credited on the record date identified in a listing attached
to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the
Depository to be the absolute owner of the Bonds for the purpose of payment of
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the principal of and premium, if any, and interest on the Bonds, for the purpose of
giving notices of redemption and other matters with respect to the Bonds, for the
purpose of obtaining any consent or other action to be taken by Holders for the
purpose of registering transfers with respect to such Bonds, and for all purpose
whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all
principal of and premium, if any, and interest on the Bonds only to or upon the
Holder or the Holders of the Bonds, as shown on the Bond Registrar's bond
register, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to the principal of and premium, if
any, and interest on the Bonds to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written
notice to the effect that the Depository has determined to substitute a new
Nominee in place of the existing Nominee, and subject to the transfer provisions
hereof, references to the Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all
payments with respect to the principal of and premium, if any, and interest on
such Bond' and all notices with respect to such Bond shall be made and given,
respectively, by the Bond Registrar or the City, as the case may be, to the
Depository as provided in the Blanket Issuer Letter of Representations required
by the Depository as a condition to its acting as book -entry Depository for the
Bonds (said Blanket Issuer Letter of Representations, together with any
replaceni ent thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the
procedures and other matters relating to the Depository's role as book -entry
Depository for the Bonds, are collectively hereinafter referred to as the "Blanket
Issuer Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued
in book -entry form shall be limited in principal amount to authorized
denominations and shall be effected by the Depository with the Participants for
recording and transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be
provided to the Holders pursuant to this Resolution by the City or the Bond
Registrar with respect to any consent or other action to be taken by Holders, the
Depository shall consider the date of receipt of notice requesting such consent or
other action as the record date for such consent or other action; provided, that the
City or the Bond Registrar may establish a special record date for such consent or
other action. The City or the Bond Registrar shall, to the extent possible, give the
Depository notice of such special record date not less than 15 calendar days in
advance thereof to the extent possible.
416211v1 RC110-30
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(ix) Any successor Bond Registrar, in its written acceptance of its
duties under this Resolution and any paying agency registrar agreement, shall
agree to take any actions necessary from time to time to comply with the
requirements of the Blanket Issuer Letter of Representations.
(c) Termination of Book -Entry Only System. Discontinuance of a particular
Depository's services and termination of the book -entry only system may be effected as
follows:
(i) The Depository may determine to discontinue providing its
services with respect to the Bonds at any time by giving written notice to the City
and discharging its responsibilities with respect thereto under applicable law. The
City may terminate the services of the Depository with respect to the Bonds if the
City determines that the Depository is no longer able to carry out its functions as
securities depository or the continuation of the system of book -entry transfers
through the Depository is not in the best interests of the City.
(ii) Upon termination of the services of the Depository as provided in
the preceding paragraph, and if no substitute securities depository is willing to
undertake the functions of the Depository hereunder can be found which, in the
opinion bf the City, is willing and able to assume such functions upon reasonable
or customary terms, or if the City determines that it is in the best interests of the
City that the Beneficial Owners be issued certificates for the Bonds, the Bonds
shall no longer be registered in the name of the Nominee, but may be registered in
whatever name or names the Holder of the Bonds shall designate at that time, in
accordance with the applicable provisions of this Resolution. To the extent that
the Beneficial Owners are designated as the transferee by the Holders, the Bonds
will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the
provisions of paragraph 10 hereof.
(d) Blanket Issuer Letter of Representations. The City's execution and
delivery of the Blanket Issuer Letter of Representations in substantially the form on file
in the offices of the City is hereby ratified and confirmed. In the event of the disability or
the resignation or other absence of the Mayor or City Clerk, such other officers of the
City who may act in their behalf shall without further act or authorization of the City do
all things and execute all instruments and documents required to be done or to be
executed by such absent or disabled officials. The provisions in the Blanket Issuer Letter
of Representations are incorporated herein by reference and made fully a part of this
Resolution to the same extent as if set forth in full herein, and if and to the extent that any
provisions of this Resolution are inconsistent or in conflict with the provisions of the
Blanket Issuer Letter of Representations, the provisions in the Blanket Issuer Letter of
Representations shall control.
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3. Purpose. The Bonds are issued to provide funds to refund the Series 2002A
Bonds (the "Refunding"). The total cost of the Refunding is estimated to be at least equal
to the net proceeds of the Bonds.
4. Interest. The Bonds shall bear interest payable semiannually on June 1 and
December 1 of each year (each, an "Interest Payment Date"), commencing June 1, 2013,
calculated on the basis of a 360-day year consisting of twelve 30-day months, at the respective
rates per annum set forth opposite each maturity year as follows:
Maturity Year
Interest Rate
2013
2.00%
2014
2.00
2015
2.00
2016
2.00
2017
2.00
5. No Optional Redemption. The Bonds will not be subject to optional redemption in
advance of their maturity.
6. Bond Registrar. The City Finance Director is appointed to act as registrar and
fiscal and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless
and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City and
Bond Registrar shall execute, consistent with this Resolution. The Bond Registrar shall also
serve as paying agent unless and until a successor payilig agent is duly appointed. Principal of
and interest on the Bonds shall be paid to the registered owners of the Bonds in the manner set
forth in the form of Bond and paragraph 12 of this Resolution.
7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
416211v1 RC110-30
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF OLMSTED
CITY OF ROCHESTER
ELECTRIC UTILITY REVENUE REFUNDING BOND, SERIES 2013A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
February 26, 2013 77158P
REGISTERED OWNER:
PRINCIPAL AMOUNT:
KNOW ALL BY THESE PRESENTS that the City of Rochester, Olmsted County,
Minnesota (the "City"), acknowledges that it is indebted and, for value received hereby promises
to pay ,to the registered owner specified above, or registered assigns, in the manner hereinafter
set forth, the principal amount specified above on the maturity date specified above, unless called
for earlier redemption, and to pay interest thereon semiannually on June 1 and December 1 of
each year (each, an "Interest Payment Date"), commencing June 1, 2013, at the per annum rate
of interest specified above, (calculated on the basis of a 360 day year consisting oftwelve 30 day
months) until the principal sum is paid or has been provided for. This Bond will bear interest
from the most recent Interest Payment Date to which interest has been paid or, if no interest has
been paid, from the date of original issue hereof. The principal of this Bond is payable upon
presentation and surrender hereof at the office of the City Finance Director, in Rochester,
Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly
appointed by the City. Interest on this Bond will be paid on each Interest Payment Date by
check or draft mailed to the person in whose name this Bond is registered (the "Registered
Owner") on the registration books of the City maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the 15th day of the calendar month next
preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely
paid shall cease to be payable to the person that is the Registered Owner hereof as of the Regular
Record Date and shall instead be payable to the person that is the Registered Owner hereof at the
close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest. Notice of the Special Record
Date shall be given to registered owners of the Bonds not less than 10 days prior to the Special
Record Date. The principal of and interest on this Bond are payable in lawful money of the
United States of America.
No Optional Redemption. The Bonds of this issue are not subject to optional redemption
in advance of their maturity.
Issuance; Purpose; Special Obligation, Parity Bonds. This Bond is one of an issue in the
total principal amount of $3,960,000, all of like date of original issue and tenor, except as to
registration number, maturity, interest rate and denomination, which Bonds have been issued for
416211v1 RC110-30
public purposes pursuant to and in full conformity with the Constitution and laws of the State of
Minnesota and the Home Rule Charter of the City and pursuant to a certain resolution adopted by
the Common Council, the governing body of the City on January 23, 2013 (the "Resolution")
and a concurring resolution of the Public Utility Board of Rochester Public Utilities on
January 23, 2013. The Bonds have been issued for the purpose of providing moneys to current
refund the City's Electric Utility Revenue Bonds, Series 2002A, dated August 1, 2002, which
mature on December 1, 2013 and thereafter. The Bonds are special, revenue obligations of the
City, payable solely from a special debt service account described in the Resolution for the
purpose of paying the principal of and interest on the Bonds, and the City has in the Resolution
pledged to said fund and to the payment of the Bonds certain net revenues of the Electric Utility,
but the Bonds do not otherwise constitute indebtedness of the City.
The Bonds are issued on a parity with the outstanding maturities of the City's Electric
Revenue Note, Series 2005A, its Electric Utility Revenue Bonds, Series 2007C, and its Electric
Revenue Note, Series 2009A (together with the Bonds, the "Parity Bonds"). .
Pursuant to the Resolution, and upon the satisfaction of certain conditions, the City has
reserved the right to issue additional bonds on a parity with the Parity Bonds. Reference is
hereby made to the Resolution, copies of which are on file at the principal office of the Bond
Registrar, for a full statement of the provisions relating to the Parity Bonds and the monies
pledged to their payment, the covenants made with respect to the operation and maintenance of
the Electric Utility, the terms upon which the City may issue additional bonds on a parity with
the Parity Bonds, and the rights and duties of the Bond Registrar.
0 A
Events of Default; Remedies. The Resolution sets forth remedies available upon the
occurrence of Events of Default specified therein, which may include under certain conditions
the appointment of a Bondowners' Trustee and the acceleration of the Parity Bonds and any
additional Parity Bonds.
Book Entry Only Form; Blanket Issuer Letter of Representations. Pursuant to the
Resolution, the Bonds may be issued in Book Entry Only Form, and during any period in which
Bonds, are in such form; the provisions applicable to the Bonds pursuant .to the Blanket Issuer
Letter of Representations shall apply, notwithstanding any contrary or inconsistent provision
herein or in the Resolution.
Denominations; Exchange,• Resolution. The Bonds are issuable solely as fully registered
bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized denominations of $5,000 and
integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of
other authorized denominations in equal aggregate principal amounts at the principal office of
the Bond Registrar, but only in the manner and subject to the limitations provided in the
Resolution. Reference is hereby made to the Resolution for a description of the rights and duties
of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond
Registrar.
4162110 RC110-30
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Transfer. This Bond is transferable by the Registered Owner in person or by the
Registered Owner's attorney duly authorized in writing at the principal office of the Bond
Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms
and conditions provided in the Resolution and to reasonable regulations of the City contained in
any agreement with the Bond Registrar. Thereupon the City shall execute, and the Bond
Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully
registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
similar designation), of an authorized denomination or denominations, in aggregate principal
amount equal to the principal amount of this Bond, of the same maturity and bearing interest at
the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The City and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as otherwise provided herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the City nor the Bond
Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been manually
executed by the Bond Registrar. "
No Designation of Bonds as Qualified Tax -Exempt Obligation. The Bonds have NOT
been designated by the City as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota and the Home Rule Charter of
the City to be done, to have happened and to be performed precedent to and in the issuance of
this Bond have been done, have happened and have been performed in regular and due form,
time and manner as required by law, and that this Bond, together with all other indebtedness of
the City outstanding on the date of original issue hereof and on the date of its actual issuance and
delivery to the original purchaser, does not exceed any constitutional, statutory or Charter
limitation of indebtedness.
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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 signature of
its Mayor and attested by the facsimile signature of its City Clerk; has caused the corporate seal
of the City to be intentionally omitted herefrom, as permitted by law; and has caused this Bond
to be executed manually by the Bond Registrar, acting as the City's duly appointed
authenticating agent for the Bonds.
Date of Registration: Registrable by: City Finance Director
Payable at: Office of the City Finance Director
BOND REGISTRAR'S CITY OF ROCHESTER
CERTIFICATE OF OLMSTED COUNTY, MINNESOTA
AUTHENTICATION
Mayor
This bond is one of the Bonds
described in the Resolution ATTEST:
mentioned within.
City Cl rk
CITY FINANCE DIRECTOR
Bond Registrar
By-L---/�`7ry�— --
AuForized Signature
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - as custodian for
(Cust)
(Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
416211v1 RC110-30
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby
irrevocably constitute and appoint as attorney to
transfer the Bond on the books kept for the registration thereof, 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:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage fain
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below y s provided.
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
416211v1 RC110-30
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8. Execution; Temporary Bonds. The Bonds shall be executed and/or attested on
behalf of the City by the manual or facsimile signatures of its Mayor and City Clerk and may be
sealed with the official seal of the City; provided that the seal of the City may be omitted from
the Bonds, as permitted by law. In the event of disability or resignation or other absence of
either such officer, the Bonds may be signed by the manual or facsimile signature of that officer
who may act on behalf of such absent or disabled officer. In case either such officer whose
signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he or 'she had remained in office until delivery. The
City may elect to deliver, in lieu of definitive bonds, one or more temporary bonds in
substantially the form set forth above, with such changes as may be necessary to reflect more
than one maturity in a single temporary bond. Such temporary bonds may be executed with
photocopied facsimile signatures of the Mayor and City Clerk. Such temporary bonds shall,
upon the preparation of the definitive bonds and the execution thereof, be exchanged therefor
and cancelled.
9. Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this Resolution unless a Certificate of Authentication on
such Bond, substantially in the form hereinabove set forth, shall have been duly and manually
executed by the Bond Registrar. Certificates of Authentication on different Bonds need not be
signed by the same person. The Bond Registrar shall authenticate the signatures of officers of
the City on each Bond by execution of the Certificate of Authentication on the Bond and by
inserting as he date of registration in the space provided the date on which the Bond is
authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the
Bond Registrar shall insert as a date of registration the date of this issuance. The Certificate of
Authentication so executed on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this Resolution.
10. Registration; Transfer; Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration of (as provided in paragraph 9) and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of any authorized denomination or denominations of a
like aggregate principal amount, having the same stated maturity and interest rate, as requested
by the transferor; provided, however, that no Bond may be registered in blank or in the name of
"bearer" or similar designation.
At the option of the registered owner, Bonds may be exchanged for Bonds of any
authorized denomination or denominations of a like aggregate principal amount and stated
maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond
Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if
416211YI RCI10-30
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necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and
deliver the Bonds which the registered owner making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this Resolution
shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the
City.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid obligations
of the City evidencing the same debt and entitled to the same benefits under this Resolution as
the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the registered owner thereof or the registered owner's attorney duly authorized
in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the 15th day of the calendar
month next preceding such Interest Payment Date (the "Regular Record Date"). Any such
interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of
the Regular Record Date and shall be payable to the person who is the Holder thereof at the close
of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice of the Special Record Date shall
be given by the Bond Registrar to the Holders not less than 10 days prior to the Special Record
Date.
13. Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and interest (subject to the payment provisions in paragraph 12
above) on such Bond and for all other purposes whatsoever, whether or not such Bond shall be
overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary.
416211v1 RC110-30
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14. Delivery; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the City Finance Director to the Purchaser upon receipt of the purchase
price, and the Purchaser shall not be obliged to see to the proper application thereof.
15. Income and Revenue Funds. Pursuant to and as required by Section 11.08 of the
City's Home Rule Charter, the City has heretofore established, and shall continue to maintain as
long as the Parity Bonds or any additional Parity Bonds (described in paragraph 23) are
outstanding, a separate City fund for the Electric Utility (the "Electric Utility Fund"), into which
all of the income and revenues from the operation of the Electric Utility are and shall continue to
be deposited and segregated from all other City funds.
As used in this Resolution, the term "Gross Revenues" of the Electric Utility means all
income and revenue of any nature derived from the operation or use of the Electric Utility,
investment earnings on funds held in the Electric Utility Fund (except to the extent explicitly
reserved for other purposes in this Resolution) and all other funds specifically declared in this
Resolution to constitute Gross Revenues, and the term "Net Revenues" of the Electric Utility
means the Gross Revenues minus the Operation and Maintenance Expenses of the Electric
Utility (defined in paragraph 15(a) below).
(a) Gross Revenues of the Electric Utility shall first be used to make full and
timely payment, when due, of the current "Operation and Maintenance Expenses" of the
Electric Utility. As used in this Resolution, the term "Operation and Maintenance
Expenses" means the reasonable and necessary costs of operating and maintaining the
Electric Utility, including but not limited to salaries, wages, contractual and professional
service costs, costs of materials and supplies, insurance and audits, costs of purchasing,
producing and delivering electric power and energy, specifically including fuel costs,
costs of transmission service, reserve service, interchange service and all other costs of
purchased power; provided that Operation and Maintenance Expenses shall not include
interest costs, depreciation, accumulations of reserves for capital replacements,
capitalized leases or the "contributions in lieu of taxes" paid to the City out of the Electric
Utility Fund.
(b) Net Revenues of the Electric Utility in amounts sufficient to pay the
principal of and the interest on the Parity Bonds and on any additional Parity Bonds, as
and when due, shall next be set aside into the "Electric Utility Revenue Bond Debt
Service Account" (the "Debt Service Account") heretofore created as a separate account
within the Electric Utility Fund to be held and applied only to the payment of the
principal of and interest on the Parity Bonds and on any additional Parity Bonds. Such
monies required to be deposited into the Debt Service Account are hereby irrevocably
pledged to the payment of the principal of and interest on the Parity Bonds and on any
additional Parity Bonds, when due.
(c) Net Revenues in excess of the amounts required to be maintained in the
funds and accounts of the Electric Utility under this Resolution are not restricted by the
terms hereof and may be used by the City for such other purposes and at such times as
may be permitted by law.
416211v1 RC110-30
15
It is the express intent and determination of the Council that the amount of the Net
Revenues to be set aside and paid into the Debt Service Account (including the Reserve Account
therein) shall in any event be sufficient to pay the principal of and interest on the Parity Bonds
and on any additional Parity Bonds, when due, and to meet reserve requirements, and the City
Finance Director shall from time to time deposit sufficient Net Revenues in said funds for such
purposes.
The Debt Service Account shall be used for no purpose other than the payment of interest
on and principal of the Parity Bonds and any additional Parity Bonds promptly as the same
become due and payable or to pay redemption premiums, if any.
16. Reserve Account, Parity Bond Funding. There has heretofore been created and
there shall continuously be maintained a separate subaccount in the Debt Service Account known
as the "Reserve Account," The City shall continue to maintain the Reserve Account as a separate
and distinct subaccount within the Debt Service Account, and the Reserve Account shall secure
the prompt and full payment of the principal of and the interest on the Parity Bonds (and any
additional Parity Bonds), but only to the extent that the regular debt service amounts deposited in
the Debt Service Account are otherwise insufficient for such purposes.
The Reserve Account shall be maintained at the "Reserve Requirement" described in this
paragraph 16. At the time of issuance of the Parity Bonds and any additional Parity Bonds
(collectively, the "Secured Bonds"), the City shall cause the Reserve Account to be funded in the
amount equal to the smallest of the following:
(a) The maximum of the unpaid annual debt service requirements of the
outstanding Secured Bonds (including those then being issued);
(b) 125% of the average of the unpaid annual debt service requirements of the
outstanding Secured Bonds (including those then being issued); and
(c) an amount equal to the sum of the Reserve Requirement (if any) just prior
to the issuance of additional Secured Bonds plus 10% of the principal amount of the
Secured Bonds at the time being issued (or the "issue price" (if the reoffering premium or
discount is more than a de minimus amount) determined pursuant to Section 1273 of the
Code, but without regard to accrued interest); provided, however,
that pursuant to such instructions and opinions as the City may receive or request from its
bond counsel, the Reserve Requirement, and the investment of funds in the Reserve Account,
shall be subject to such restrictions and affirmative obligations as shall be necessary in order that
none of the Secured Bonds shall (in the absence of compliance with any such restrictions or
affirmative obligations) become generally subject to federal income taxation.
The Bonds are being issued on a parity with the outstanding maturities of the City's
Electric Revenue Note, Series 2005, dated March 10, 2005 (the "Series 2005 Note"), the City's
Electric Utility Revenue Bonds, Series 2007C dated as of March 19, 2007 (the "Series 2007C
Bonds"), and the City's Electric Revenue Note, Series 2009, dated September 25, 2009 (the
"Series 2009 Note"). Pursuant to resolutions authorizing the outstanding obligations, the
416211v1 RC110-30
16
Reserve Account (including amounts held pursuant to the Escrow Reserve Agreement with
respect to the Series 2009 Note) was funded in the amount of $4,817,844 for the Series 2005
Note, the Series 2007A Bonds, and the Series 2009 Note. The Bonds are being issued on a
parity with the outstanding Series 2007A Bonds, Series 2005 Note and Series 2009 Note. In
accordance with the resolutions authorizing the outstanding Series 2007A Bonds, Series 2005
Note and Series 2009 Note, the Reserve Requirement upon issuance of the Bonds is
$4,168,164.00 and, consequently, no additional funds are required to be deposited in the Reserve
Account and a portion of the funds currently on hand in the Reserve Account shall be transferred
to pay the Refunded Bonds on April 1, 2013.
In this section, references to provisions of the Code shall be to the then -applicable
provisions of the Internal Revenue Code of 1986, as amended, supplemented or superseded, and
to the regulations, rulings and decisions thereunder relating to tax-exempt obligations.
If an entire issue. of Secured Bonds shall have been paid in full in accordance with its
terms, or if any obligation under any Secured Bond shall have been defeased within the meaning
of paragraph 39 of this Resolution, the Reserve Requirement shall be reduced to that level
thereof which would apply had said issue of Secured Bonds, or said obligation of that Secured
Bond, as the case may be, never been issued; provided, however, that any such reduction shall be
subject to the condition that there shall not at the time be a default continuing with respect to the
payment of or security for any Secured Bond or a default continuing under any resolution,
indenture or other document pursuant to which any Secured Bonds were issued.
The City shall maintain the Reserve Account not in excess of the Reserve Requirement(s)
that may apply from time to time and the City shall promptly withdraw from the Reserve
Account any amounts which are in excess thereof (including all earnings, as and when received,
on investments of monies in the Reserve Account); provided that the City hereby covenants and
agrees that at any time that the Reserve Account shall be funded at a level less than the
applicable Reserve Requirement, the City shall retain all such earnings in the Reserve Account
and shall promptly pay such monies into the Reserve Account from the first available Net
Revenues as shall be sufficient to restore such deficiency.
The City may deposit a letter of credit, surety bond, insurance policy or comparable
instrument (collectively, a "Credit Facility") in the Reserve Account in lieu of cash, or to replace
an existing Credit Facility held in the Reserve Account, either at the time a series of Additional
Parity Bonds are originally issued, or at any other time, subject to the following conditions:
(a) The proceeds of such Credit Facility must be available for the purposes
and at the times required for the purposes of the Reserve Account;
(b) The issuer of the Credit Facility must have a long term debt or claims
paying rating at least as high as the highest rating on any of the outstanding Parity Bonds
but not lower than one of the two highest rating categories of any national rating agency
then rating any outstanding Parity Bonds.
416211vl RCI10-30
17
(c) In calculating whether the amount then held in the Reserve Account is
equal to the Reserve Requirement, each Credit Facility held therein shall be valued at its
stated amount, or, if less, the amount which remains available thereunder;
(d) The substitution of the Credit Facility for cash, or an existing Credit
Facility held in the Reserve Account, must not result in a lowering of the ratings then in
effect for any outstanding Parity Bonds; and
(e) The City (or any fiduciary holding the Credit Facility for the benefit of all
outstanding Parity Bonds) shall be entitled and obligated to draw upon the Credit Facility
at least 15 days prior to its expiration or termination date if (i) as a result of such,
expiration or termination the amount remaining in the Reserve Account would be less
than the Reserve Requirement and (ii) the Credit Facility is a letter of credit and after
such expiration or termination date any Parity Bonds remain outstanding.
17. Payment Account Certain Investment Restrictions. To the Payment Account,
,vhich shall be an account within the Electric Utility Fund hereby established for the Bonds
separate and apart from all other funds and accounts of the City, there shall be credited the
proceeds of the sale of the Bonds, less any amount deposited in the Debt Service Account and
the Reserve Account, plus earnings on funds invested while on deposit in the Payment Account.
From the Payment Account there shall be paid all costs and expenses of the Refunding and
issuing the Bonds, and the moneys in said account shall be used for no other purpose except as
otherwise provided by law. Upon redemption of the Refunded Bonds, and payment of the costs
thereof, any balance shall be tfansferred to the Debt Service Account.
18. Investment Restrictions. No portion of the proceeds of the Bonds shall be used
directly or indirectly to acquire higher yielding investments or to replace funds which were used
directly or indirectly to acquire higher yielding investments, except for an available and
reasonable "temporary period" until such proceeds are needed for the purpose for which the
Bonds were issued, and for any available "minor portion." To this effect, any proceeds of the
Bonds and any sums from time to time held in the Debt Service Account or Reserve Account (or
any other City account which will be used to pay principal of or interest on the Bonds) in excess
of amounts which under then -applicable federal arbitrage regulations may be invested without
regard to yield shall not be invested at a yield in excess of the applicable yield restrictions
imposed by the arbitrage regulations on such investments, after taking into account any
applicable "temporary periods" or "minor portion" under the federal arbitrage regulations. In
addition, the proceeds of the Bonds and the monies in the above referenced funds and accounts
shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United
States or any agency or instrumentality thereof if and to the extent that such investment would
cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended, and the regulations, rulings and decisions
thereunder (the "Code").
41621 M RC110-30
is
19. Operation of System; City Covenants. The City covenants and agrees with the
registered owners of the Bonds that:
(a) The City will faithfully and punctually perform all duties with reference to
the Electric Utility required by the Constitution and laws of the State of Minnesota and
the Home Rule Charter of the City, including the making and collecting of reasonable
and sufficient rates lawfully established for services rendered by the Electric Utility, and
the City will segregate and apply the revenues of the Electric Utility as provided herein;
(b) The City will not mortgage, sell, lease, or in any manner dispose of the
Electric Utility, including any part thereof or any additions or extensions that may be
made part thereto, except that the City shall have the right to sell, lease or otherwise
dispose of any property of the Electric Utility found by the City to be neither necessary
nor useful in the operation of the Electric Utility, provided the proceeds received from
such sale, lease or disposal shall be applied to the acquisition or construction of such
capital facilities as the City may reasonably determine to be necessary for the normal
operation of the Electric Utility and, to the extent not needed for said purposes, such
proceeds shall be treated as Gross Revenues of the Electric Utility;
(c) The City will pay or cause to be paid all lawful taxes, assessments,
governmental charges, and claims for labor, materials or supplies which if unpaid could
become a lien upon the Electric Utility or its revenues or could impair the security of the
Bonds;
(d) The City will continue to operate the Electric Utility, will maintain it in
good repair and condition and will establish, charge and collect such lawfully established
rates and charges for the service rendered by the Electric Utility so that (1) the annual Net
Revenues shall not be less than 120% of the average of the unpaid annual debt service
requirements of the outstanding Bonds and any additional Parity Bonds; and (2) the Net
Revenues of the Electric Utility herein agreed to be set aside to provide for the prompt
and full payment, when due, of the principal of and interest on the Bonds and any
additional Parity Bonds will be sufficient for such purposes (and will also be sufficient to
restore any deficiency in the Reserve Account);
(e) The City will cause a budget for the Electric Utility to be prepared at least
annually, and, in the event such budget indicates that Net Revenues for each year will not
exceed debt service for each corresponding year by the proportion stated hereunder, the
City will take any and all steps permitted by law to increase rates so that the
aforementioned proportion of Net Revenues to debt service shall be accomplished as
promptly as possible; and
(f) The City will proceed with due diligence to obtain and retain in effect all
state, federal and/or local permits, licenses, and/or other approvals necessary for the
City's ownership, construction; maintenance and continued, operation of the Electric
Utility, including without limitation the Improvements.
416211v1 RC110-30
19
20. Books and Accounts; Inspection. The City will keep proper books and accounts
relative to the Electric Utility separate from all other records of the City and will cause such
books and accounts to be audited annually by a recognized independent firm of certified public
accountants, including a balance sheet and a profit and loss statement of the Electric Utility as
`certified by such accountants. Each such audit, in addition to whatever matters may be deemed
proper by the accountants to be included therein, shall include a statement in detail of the
revenues and expenditures of the Electric Utility for the fiscal year and a balance sheet as of the
end of such fiscal year.
The registered owners of the Bonds shall have at all reasonable times the right to inspect
the Electric Utility and the records, accounts, accountants' reports and data of the City relating
thereto.
21. Insurance. So long as any of the Bonds are outstanding the City will cause to be
carried (a) adequate and customary casualty insurance on the Electric Utility; (b) adequate and
customary insurance against loss of use and occupancy resulting from such casualties;
(c) adequate and customary public liability insurance; and (d) insurance of the kinds and in the
amounts normally carried by municipal utilities engaged in the operation of similar systems. All
monies received for loss of use and occupancy shall be considered Gross Revenues of the
Electric Utility. All money received for losses under any of such casualty policies, except those
specified in (b) above, shall be used to the extent needed in repairing the damage or in replacing
the property destroyed; provided that if the City shall find that it is inadvisable to repair such
damage or replace such property and that the operation of the Electric Utility has not been
impairdd thereby, such money shall also be considered Gross Revenues of the Electric Utility.
22. Additional Bonds; Additional Parity Bonds. No bonds or obligations payable out
of the revenues of the Electric Utility may be issued in such manner as to enjoy priority over the
Parity Bonds. Additional obligations may be issued if their lien and pledge is junior and
subordinate to that of the Parity Bonds. Additional obligations may be issued on a parity as to
pledge and lien with the Parity Bonds (such additional parity obligations being sometimes
collectively referred to in this Resolution as "Additional Parity Bonds") if all of the following
conditions are met:
(a) The annual average of the Net Revenues of the Electric Utility for the two
fiscal years immediately preceding the issuance of such Additional Parity Bonds shall not
have been less than 115% of the average of the unpaid annual debt service requirements
on the outstanding Parity Bonds and any Additional Parity Bonds (including those to be
issued).
(b) The payments required to be made into the funds enumerated in
paragraphs 15 and 16 of this Resolution (including the Reserve Account) must have been
provided for.
(c) The Additional Parity Bonds must have principal maturing on December
of each year and interest falling due on June 1 and December 1 of each year;
416211v1 RC110-30
20
(d) The proceeds of the Additional Parity Bonds must be used for providing
extensions or improvements to the Electric Utility or refunding obligations issued for
such purpose.
For the purpose of determining the Net Revenues for the last two Fiscal Years
immediately preceding the date of issuance of Additional Parity Bonds, the amount of Net
Revenues of the Electric Utility may be adjusted by a consulting engineer experienced in public
power rate structures or by an independent certified public accountant retained by the Board to
reflect any changes in the amount of the Net Revenues which would have resulted if (i) any
revision in the schedule of rates and charges in effect at the time of issuance of such additional
obligations had been in effect for the full last two Fiscal Years, and (ii) any new customers added
to the Electric Utilities on or before the date of issuance of any Additional Parity Bonds had been
connected to the Electric Utilities for the full last two Fiscal Years, provided however that if the
Net Revenues are so adjusted for such additional customers, the Net Revenues shall also be
adjusted by deducting from Gross Revenues the increased Operation and Maintenance Expenses
which would have resulted from servicing such additional customers for that full last two Fiscal
Years. In addition, in computing Net Revenues, the Operation and Maintenance Expenses may
be adjusted to reflect: (i) any changes to contracts with a public power agency in effect at the
date of issuance of any Additional Parity Bonds which affects the costs of purchasing power as if
such contract had been in effect for the full last two Fiscal Years, and (ii) any reduction in the
base load energy costs or savings in the cost of purchasing power which would have been
affected if the improvements and extensions then to be constructed had been in operation during
the preceding two years; and the,Net Revenues may be increased by any additional ingease in
Net Revenues expected to occur during the first calendar or Fiscal Year of operation of the
improvements and extensions then to be constructed from the sale of surplus power resulting
from the addition to the Electric Utility of the improvements and extensions, provided, however,
that such sale or sales may be considered only to the extent the same are supported by firm
contracts requiring the purchaser to pay for available surplus power or capacity whether or not it
is in fact accepted by the purchaser.
As noted in paragraph 16 of this Resolution, the Bonds are being issued on a parity with
the outstanding portion of the Series 2005 Note, the Series 2007A Bonds, and the Series 2009
Note, and the Council determines that all conditions precedent thereto, in connection with the
issuance of the Bonds, have been satisfied. As the context may typically require herein,
references to "Parity Bonds" include the Bonds and the Series 2005 Note, the Series 2007A
Bonds, and the Series 2009 Note.
Any Parity Bonds or Additional Parity Bonds that bear interest at a variable rate shall, for
purposes of meeting the requirements of this Section 23 be deemed to bear interest at the average
interest rate such variable rate bonds bore, or would have borne, for the last 12 months, unless
any rating agency requires a higher interest rate in order to maintain the ratings on the
Outstanding Parity Bonds and the additional Parity Bonds to be issued.
416211v1 RC110-30
21
23. Events of Default; Remedies.
Events of Default. Each of the following events is an "Event of Default" under this
Resolution:
(a) Default by the City in the due and punctual payment of the principal of or
premium, if any, on any Parity Bond (whether at maturity, upon acceleration, upon call
for redemption, or otherwise);
(b) Default by the City in the due and punctual payment of the interest on any
Panty Bond;
(c) Failure of the City to observe and perform any of its other covenants,
conditions or agreements under this Resolution or in the resolutions authorizing the Parity
Bonds or in other agreements entered into in connection with the Parity Bonds for a
period of 90 days after written notice from the Bondowners' Trustee or (whether or not a
Bondowners' Trustee has been appointed) from the owners of 25% in aggregate principal
amount of the Parity Bonds then outstanding, with said notice specifying such failure and
requesting that it be remedied, or in the case of any such default that cannot with due
diligence be cured within such 90-day period, failure of the City to proceed promptly to
take such steps as may be required to effect a cure and thereafter to prosecute the curing
of such default with due diligence;
(d) (i) Failure of the City generally to pay its debts as the same become due,
(ii) commencement by the City of a voluntary case under the United States bankruptcy
laws, as now or hereafter constituted, or any other applicable United States or state
bankruptcy, insolvency or other similar law, or (iii) consent by the City to the
appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official for the City, the Electric Utility or any substantial part of the City's
property, or to the taking possession by any such official of the Electric Utility or any
substantial part of the City's property;
(e) The entry of any (i) decree or order for relief by a court having jurisdiction
over the City or its property in an involuntary case under the United States bankruptcy
laws, as now or hereafter constituted, or any other applicable United States or state
bankruptcy, insolvency or other similar law, (ii) appointment of a receiver, liquidator,
assignee, trustee, custodian, sequestrator or similar official for the City, the Electric
Utility or any substantial part of the City's property, or (iii) order for the termination or
liquidation of the City or its affairs; or
(f) Failure of the City within 90 days after the commencement of any
proceedings against it under the United States bankruptcy laws, as now or hereafter
constituted, or any other applicable United States or state bankruptcy, insolvency or
similar law, to have such proceedings dismissed or stayed.
Appointment of Bondowners' Trustee. Upon the occurrence and continuation of an
Event of Default, a bondowners' trustee (the `Bondowners' Trustee") may be appointed by the
416211v1 RC110-30
22
owners of not less than 25% in aggregate amount of the Parity Bonds then outstanding, by an
instrument or concurrent instruments in- writing signed and acknowledged by such owners or by
their attorneys -in -fact duly authorized and delivered to such Bondowners' Trustee, with
notification thereof being given to the City. Such appointment will become effective
immediately upon acceptance thereof by the Bondowners' Trustee. The Bondowners' Trustee
shall be an association or corporation organized and doing business under the laws of the United
States or any State thereof, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least $75,000,000 and shall be subject to supervision or
examination by federal or state authority.
In the event that any Event of Default, in the sole judgment of the Bondowners' Trustee,
is cured and the Bondowners' Trustee furnishes to the City a certificate so stating, that Event of
Default will be conclusively deemed to be cured and the City, the Bondowners' Trustee and the
owners of the Parity Bonds will be restored to the same rights, powers and position which they
would have held if no Event of Default had occurred.
Acceleration.. Upon the occurrence and continuation of an Event of Default specified in
subsections (a), (b), (d), (e) or (f) above, the Bondowners' Trustee or, if there is none, the owners
of 25% in aggregate amount of the Parity Bonds then outstanding may, by written notice to the
City, declare the entire unpaid principal of the Parity Bonds due and payable and, thereupon, the
entire unpaid principal of the Parity Bonds will forthwith become due and payable. Upon any
such declaration the City will forthwith pay to the owners of the Parity Bonds the entire unpaid
principal and premium, if any, and accrued interest on the Party Bonds, but only from Net
Revenues and other moneys specifically pledged in this Resolution for such purpose. If at any
time after such declaration and before the entry of a final judgment or decree in any suit, action
or proceeding instituted on account of such default or before the completion of the enforcement
of any other remedy under this Resolution, the principal of all Parity Bonds that have matured or
been called for redemption pursuant to any mandatory sinking fund redemption provision and all
arrears of interest have been paid and any other Events of Default which may have occurred have
been remedied, then the Bondowners' Trustee or, if there is none, the owners of 25% in
aggregate amount of the Parity Bonds then outstanding may, by written notice to the City,
rescind or annul such declaration and its consequences. No such rescission or annulment will
extend to or affect any subsequent default or impair any right consequent thereon.
Actions by Bondowners' Trustee. Any action, suit or other proceedings instituted by the
Bondowners' Trustee under this Resolution must be brought in its name as trustee for the owners
of the Parity Bonds, without the necessity of joining the owners of the Parity Bonds as parties
thereto, and all such rights of action upon or under any of the Parity Bonds or the provisions of
this Resolution may be enforced by the Bondowners' Trustee without the possession of any of
the Parity Bonds and without the production of the same at any trial or proceedings relative
thereto, except where otherwise required by law. Any such suit, action or proceeding instituted
by the Bondowners' Trustee will be brought for the ratable benefit of all of the owners of the
Parity Bonds, subject to the provisions of this Resolution. The respective owners of the Parity
Bonds, by taking and holding the same, shall be conclusively deemed irrevocably to appoint the
Bondowners' Trustee the true and lawful trustee of the respective owners of those Parity Bonds,
with authority to institute any such action, suit or proceeding; to receive as trustee and deposit in
trust any sums becoming distributable on account of those Parity Bonds; to execute any paper or
4162110 RC110-30
23
documents for the receipt of money; and to do all acts with respect thereto that the .owners Might
have done on their -own behalf. Nothing in this Resolution shall be deemed to authorize or
empower the Bondowners' Trustee to consent to accept or adopt, on behalf of any owners of the
Parity Bonds, any plan of reorganization or adjustment affecting the Parity Bonds or any right of
any owners thereof, or to authorize or empower the Bondowners' Trustee to vote the claims of
the owners thereof in any receivership, insolvency, liquidation, bankruptcy, reorganization or
other proceeding to which the City is a party.
Application of Money Collected by Bondowners' Trustee. Any money collected by the
Bondowners' Trustee at any time pursuant to this Resolution will be applied in the following
order of priority: (a) First, to the payment of the charges, expenses, advances and compensation
of the Bondowners' Trustee and the charges, expenses, counsel fees, disbursements and
compensation of its agents and attorneys; and (b) Second, to the payment to the persons entitled
thereto of all installments of interest then due on the Parity Bonds in the order of the due dates of
such installments and, if the amount available will not be sufficient to pay in full any installment
or installments maturing on the same date, then to the payment thereof ratably, according to the
amounts due thereon to the persons entitled thereto, without any discrimination or preference;
and (c) Third, to the payment to the persons entitled thereto of the unpaid principal of any Parity
Bonds which will have become due (other than Parity Bonds previously called for redemption
for the payment of which money is held pursuant to the provisions of this Resolution), whether at
maturity or by proceedings for redemption or otherwise, in the order of their due dates and, if the
amount available will not be sufficient to pay in full the principal due on the same date, then to
the payment thereof ratably, according to the principal due thereon Jo the persons entitled
thereto, without any discrimination or preference.
Other Remedies: Restrictions Thereon. Upon the occurrence and continuation of an
Event of Default, the Bondowners' Trustee may, and upon the written request of the owners of
not less than 25% in aggregate amount of the Parity Bonds then outstanding, shall proceed to
protect and enforce their rights by mandamus or other suit, action or proceeding at law or in
equity, including an action for specific performance of any covenant or agreement contained in
the this Resolution.
Nothing in this Resolution shall affect or impair the right of any owner of Parity Bonds to
enforce, by action at law or in equity, payment, when due, of the principal of premium, if any, or
interest on any Bond owned by said owner.
If an Event of Default shall have occurred and be continuing, and if there shall have been
appointed a Bondowners' Trustee, no owner of Parity Bonds shall have any right to institute any
action, suit or proceeding at law or in equity respecting said Event of Default (except insofar as
the same pertains to an Event of Default described in (a) or (b) above respecting said owner's
Parity Bonds) unless (a) such owner shall previously have given to the Bondowners' Trustee
written notice of the Event of Default on account of which such suit, action or proceeding is
proposed to be instituted; and (b) the owners of 25% in aggregate amount of the Parity Bonds
then outstanding, after the occurrence of such Event of Default, have made written request of the
Bondowners' Trustee and have afforded the Bondowners' Trustee a reasonable opportunity to
institute such suit, action or proceeding; and (c) there have been offered to the Bondowners'
Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be
416211v1 RC110-30
24
incurred therein or thereby; and (d) the Bondowners' Trustee has refused or neglected to comply-
with- such request within a reasonable time.
24. Limitation; Bonds Not Debt. The Bonds shall not constitute in any manner
indebtedness, bonds or certificates of indebtedness of the City within the meaning of any
provision of state law limiting the amount or method of incurring such indebtedness, and shall be
payable solely from the Net Revenues of the Electric Utility which are pledged and appropriated
for that purpose in this Resolution, and the taxing powers of the City are not pledged in any
manner for the payment thereof, except as may be needed for the payment of reasonable charges
for Electric Utility service and benefits rendered and available to the City.
25. Competing Service. To the extent permitted by law, the City will not grant a
franchise for, establish or authorize the establishment of any other system for the public supply
of service or services in competition with any or all of the services supplied by the Electric
Utility.
26. Payment Frequency Covenant. In the event any Parity Bond or Additional Parity
Bond requires that principal or interest be paid on dates other than, or more frequently than those
dates allowed under Section 22 hereof, the City shall irrevocably transfer to the Debt Service
Account established for any other outstanding Parity Bonds, the amount of principal or interest
that would have been due on such other Parity Bonds if the principal or interest, as the case may
be, of the other Parity Bonds were payable on the same dates.
27. Refunding_ Bonds. In additidn to Parity Bonds authorized by Section 22, the City
reserves the right to issue one or more series of additional Parity Bonds to refund any or all of
the Bonds then outstanding. Any Additional Bonds issued for refunding purposes may be made
payable from the Net Revenues on a parity as to principal and interest with all then outstanding
Parity Bonds, provided that either (1) the aggregate debt service is reduced or (2) both (a) the
maturity of each refunding revenue bond shall be subsequent to the last maturity of any then
outstanding Parity Bonds which are not refunded or otherwise discharged in accordance with
Section 39 hereof, and (b) no bondholder shall be required to accept a refunding revenue bond in
exchange for any Bond owned by the bondholder.
28. Subordinate Lien Bonds. Nothing contained in this Resolution or in the Bonds
shall be construed to preclude the City from issuing additional bonds when necessary for the
enlargement, improvement or extension of the Electric Utility; provided such additional bonds,
whether constituting a general obligation of the City or payable solely from revenues of the
Electric Utility, are expressly made a charge on and are payable only from amounts described in
Section 15(c) hereof, and are not superior to or on a parity with the Parity Bonds payable from
the Debt Service Account.
29. Amendments Without Bondholder Consent. The City reserves the right to amend
this Resolution from time to time and at any time, for the purpose of curing any ambiguity or of
curing, correcting or supplementing any defective provision contained herein, or of making such
provision with regard to matters or questions arising hereunder as the Common Council may
deem necessary or .desirable and not inconsistent with this Resolution, and which. shall not
adversely affect the interests of the holder of the Bonds issued hereunder, or for the purpose of
41621 M RC110-30
25
adding to the covenants and agreements herein contained, or to the Gross Revenues herein
pledged, other covenants and agreements thereafter to be observed and additional Gross
Revenues thereafter appropriated to the Electric Fund, for the purpose of surrendering any right
or power herein reserved to or conferred upon the City or for the purpose of authorizing the
issuance of Additional Bonds in the manner and subject to the terms and conditions prescribed in
Sections 22, 27 or 28. Any such amendment may be adopted by resolution, without the consent
of the holder of any of the Bonds.
30. Amendments With Bondholder Consent. With the consent of the holder of the
Bonds as provided in Section 31, the City may from time to time and at any time amend this
Resolution by adding any provisions hereto or changing in any manner or eliminating any of the
provisions hereof, or of any amending resolution, except that no amendment shall be adopted at
any time without the consent of the holder of the Bonds, if it would extend the maturity of the
Bonds, would reduce the rate or extend the time of payment of interest thereon, would reduce the
amount or extend the time of payment of the. principal thereof, would give to any Parity Bond or
Bonds any privileges over any other Parity Bond or Bonds, would reduce the sources of Gross
Revenues appropriated to the Electric Fund, would authorize the creation of a pledge of said
Gross Revenues prior to or on a parity with the Parity Bonds (except as is authorized by Sections
22, 27 or 28), or would reduce the percentage in principal amount of Bonds required to authorize
or consent to any such amendment.
31. Notice and Consent. Any amendment adopted pursuant to Section 31 shall be
made by resolution duly adopted and shall become effective only upon the filing of written.
consents with the Finance Director, signed by the'holders of not less than a majority in principal
amount of the Bonds then outstanding or, in the case of an amendment not affecting all
outstanding Bonds, by the holders of not less than a majority in aggregate principal amount of
the Bonds affected by such amendment. Any written consent to an amendment may be
embodied in and evidenced by one or any number of concurrent written instruments of
substantially similar tenor signed by bondholders in person or by agent duly appointed in
writing, and shall become effective when delivered to the Finance Director. Any consent by the
holder of any Bond shall bind the holder and every future holder of the same Bond with respect
to any amendment adopted by the City pursuant to such consent.
32. Proof. Proof of the execution of any consent, or of a writing appointing any, agent
to execute the same, or of the ownership by any person of Bonds, shall be sufficient for any
purpose of this resolution and shall be conclusive in favor of the City if made in the manner
provided in this Section 32. The fact and date of the execution by any person of any such
consent or appointment may be proved by the affidavit of a witness of such execution or by the
certificate of any notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the person signing it acknowledged the execution thereof. The amount of
Bonds held by any person by or for whom consent is given, and the distinguishing numbers of
such Bonds, and the date of the holder's holding the same, shall be proved by the bond register.
The fact. and date of execution of any such consent and the amount and distinguishing numbers
of Bonds held by the person executing the same may also be proved in any other manner which
the City may deem sufficient; but the City may nevertheless, in its discretion, require further
proof in cages where' it deems further proof desirable.
416211v1 RC110-30
26
33. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to the
Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates
and information as are required to show the facts relating to the Bonds as the same appear from
the books and records under their custody and control or as otherwise known to them, and all
such certified copies, certificates and affidavits, including any heretofore furnished, shall be
deemed representations of the City as to the facts recited therein.
34. Negative Covenant as to Use of Proceeds and Improvements. The City hereby
covenants not to use the Electric Utility or to cause or permit the Electric Utility to be used, or to
enter into any deferred payment arrangements for the cost of any property financed or refinanced
by the Bonds, in such a manner as (or to take any action or permit any other circumstance to
exist or any action to be taken, the effect to which would be) to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code, and
Treasury Regulations and Rulings hereunder. In particular, but without limitation, the City
covenants to forebear the implementation, effectuation or enforcement of any and all contracts or
other agreements respecting the Electric Utility or any property benefited thereby or assessed
with respect thereto, which it may now or in the future have with developers, contractors, owners
or any other person or parties to the extent that such implementation, effectuation or enforcement
would (individually or in the aggregate) cause the Bonds to become such "private activity
bonds," and to said limited extent the City would and hereby does (solely for the benefit of the
owners of the Bond disavow any and all such provisions, entitlements and�enforcements which
would or could become so offending.
Without limitation of the foregoing, the City shall not enter into any use agreement,
management or operation contract or other agreement respecting the Electric Utility which would
adversely affect the exemption from federal income tax of the interest on the Bonds, taking into
account and observing the requirements of Revenue Procedure 97-13 of the Internal Revenue
Service, as amended by Revenue Procedure 2001-39, and any similar or other applicable revenue
procedures or guidelines relating to management contracts and service contracts involving
facilities financed with tax-exempt obligations.
35. Tax -Exempt Status of the Bonds; Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(1) requirements relating to temporary periods for investments, (2) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment
earnings to the United States, if and to the extent applicable. The City may avail itself of such
other exceptions to arbitrage rebate as may under the Code be applicable to the Bonds, in whole
or in part.
36. No Desisnation of the Bonds as Qualified Tax -Exempt Obligations. The Bonds
are not being designated as "qualified tax-exempt obligations" within the meaning of Section
265(b)(3) of the -Code.
416211v1 RC110-30
27
37. Redemption of Prior Bonds. The Series 2002A Bonds shall be redeemed and
prepaid in accordance with the terms and conditions set forth in the Notice of Call for
Redemption attached hereto as Exhibit B which terms and conditions are hereby approved and
incorporated herein by reference.
38. Prior Bonds Security. Until retirement of the Series 2002A Bonds, all provisions
theretofore made for the security thereof shall be observed by the City and all of its officers and
agents.
39. Defeasance. When any obligation of a Bond has been discharged as provided in
this paragraph, all pledges, covenants and other rights granted by this Resolution to the registered
owner of that Bond (with respect to the obligation thereof so defeased) shall, to the extent
permitted by law, cease. The City may at any time discharge any or all of such obligation(s)
with respect to any Bond, subject to the provisions of law now or hereafter authorizing or
regulating such action, 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).
40. Continuing Disclosure Undertaking. With respect to the continuing disclosure
requirements under Rule 15c2-12(b)(5) (the "Rule") of the Securities and Exchange
Commission, on the date of actual issuance and delivery of the Bonds, the City will execute and
deliver a Continuing Disclosure Undertaking (the "Undertaking") whereunder the City will
covenant to provide certain information specified in the Undertaking. The proposed form of the
Undertaking which has been submitted to the City for the Council's consideration is hereby
approved, and the officers of the City are hereby authorized to execute and deliver that
Undertaking in the proposed form or in such final form thereof reflecting such modifications
thereof as are consistent with the Rule, requested by the original purchaser of the Bonds and
acceptable to the City officials who shall execute the Undertaking (which consent shall be
conclusively evidenced by their execution and delivery thereof). The Undertaking, as so
executed and delivered by the City, shall be as much a part of this Resolution as if set forth in
full herein and shall be for the benefit of the owners from time to time of the Bonds.
41. Severability. If any section, paragraph or provision of this Resolution shall be
held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this
Resolution.
42. Headinas. Headings in this Resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
416211v1 RC110-30
28
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF
ROCHESTER, MINNESOTA, THIS j3k,d DAY OF 2013.
4
ACTING PRES'DENT OF SAID
COMMON C' JNCIL
/ J
ATTEST: � Cam-✓
ITY CLERK
APPROVED THIS Z91'h DAY OF </`'2 , 2013.
t MAYOR OF SAID CITY
(Sea[ of the City of
Rochester, Minnesota)
CERTIFICATION
I, the undersigned City Clerk of the City of Rochester, Minnesota, do hereby certify the
following:
The foregoing is true and correct copy of a Resolution on file and of record in the offices
of the City, which Resolution relates to the issuance by the City of its Electric Utility Revenue
Refunding Bonds, Series 2013A. Said Resolution was duly adopted by the Rochester Common
Council at a regular or special meeting of the Council held on January 23, 2013. Said meeting
was duly called and regularly held and was open to the public and was held at the place at which
meetings of the Council are regularly held, a quorum of the Council being present and acting
throughout. Councilmember Wnir_i k moved the adoption of the Resolution, which
motion was seconded by Council -member gnydpr . A vote being taken on
the motion, the following members of the Councif voted in favor of the Resolution: President
Staver , Councilmembers Ri ld ba _k. Hruska- MPans���r1A__ry_G �;>r
and the following voted against the same:
None
Whereupon said Resolution was declared duly passed and adopted. The Resolution is in
full force and, effect and no action has been taken by the Council which would in any way alter
or amend the Resolution.
WITNESS MY HAND officially as the City Clerkofthe City of Rochester, Minnesota,
this 23rd day of January, 2613.
(SEAL)
j
�City C erk J
City of Rochester, Minnesota
416211v1 RC110-30
S-2
T V TTTTTI T T
Q springsted
Springsted Incorporated
380 Jackson Street, Suite 300
Saint Paul, MN 55101-2887
Tel: 651-223-3000
Fax: 651-223-3002
Email: advisors@spdngsted.com
www.springsted.com
$4,140,000*
CITY OF ROCHESTER, MINNESOTA
ELECTRIC UTILITY REVENUE REFUNDING BONDS, SERIES 2013A
(BOOK ENTRY ONLY)
AWARD: BMO CAPITAL MARKETS GKST INC.
SALE: January 23, 2013 Moody's Rating: Aa3
Fitch's Rating: AA -
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
BMO CAPITAL MARKETS GKST INC.
2.00% 2013-2017
$4,266,072.35
$104,177.65 0.8856%
FIDELITY CAPITAL MARKETS SERVICES
2.00% 2013
$4,468,717.75
$113,505.17 0.9295%
3.00% 2014-2015
5.00% 2016
r
4.00% 2017
CRONIN & COMPANY, INC.
2.00% 2013-2015
$4,290,225.15
$111,453.32 0.9432%
3.00% 2016
2.00% 2017
UBS FINANCIAL SERVICES INC.
2.00% 2013-2017
$4,254,205.15
$116,044.85 0.9885%
ROBERT W. BAIRD & COMPANY,
2.00% 2013-2015
$4,312,592.60
$129,340.73 1.0882%
INCORPORATED
3.00% 2016-2017
C.L. KING & ASSOCIATES
COASTAL SECURITIES L.P.
SAMCO CAPITAL MARKETS, INC.
KILDARE CAPITAL
EDWARD D. JONES & COMPANY
LOOP CAPITAL MARKETS, LLC
CREWS & ASSOCIATES
DAVENPORT & COMPANY LLC
STERNE, AGEE & LEACH, INC.
ROSS, SINCLAIRE & ASSOCIATES, LLC
NORTHLAND SECURITIES, INC.
CASTLEOAK SECURITIES, L.P.
WEDBUSH SECURITIES INC.
VINING-SPARKS IBG,
LIMITED PARTNERSHIP
HUTCHINSON, SHOCKEY, ERLEY & CO.
2.00% 2013-2017
$4,241,054.40
$129,195.60 1.1030%
(Continued)
A-1
41621Iv1 RC110-30
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Year
Yield
2.00%
2013
0.30%
2.00%
2014
0.45%
2.00%
2015
0.61 %
2.00%
2016
0.80%
2.00%
2017
0.96%
BBI: 3.53%
Average Maturity: 2.781 Years
* Subsequent to bid opening, the issue size decreased from $4,140, 000 to $3, 960, 000.
A-2
416211v1 RC110-30
NOTICE OF CALL FOR REDEMPTION
$11,275,000
ELECTRIC UTILITY REVENUE BONDS, SERIES 2002A
OF THE CITY OF ROCHESTER, OLMSTED COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the Common Council of the City of
Rochester, Olmsted County, Minnesota, there have been called for redemption and prepayment on
April 1, 2013
all outstanding bonds of the City designated as Electric Utility Revenue Bonds, Series 2002A, dated
August 1, 2002, having stated maturity dates of December 1 in the years 2013 through 2017, both
inclusive, totaling $4,595,000 in principal amount, and with the following CUSIP numbers:
Year
Amount
CUSIP
2013
$ 840,000
77158PBNI
2014
875,000
77158PBP6
2015
915,000
M 77158PBQ4
2016
960,000
77158PBR2
2017
1,005,000
77158PBSO
The bonds are being called at a price of par plus accrued interest to April 1, 2013, on which
date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the office of the City Finance
Director.
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation
Act of 2001, federal backup withholding tax will be withheld at the applicable backup withholding
rate in effect at the time the payment by the redeeming institutions if they are not provided with
your social security number or federal employer identification number, properly certified. This
requirement is fulfilled by submitting a W-9 Form, which may be obtained at a bank or other
financial institution.
B-1
416211vl RC110-30
The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any Bond.
It is included solely for convenience of the Holders.
Dated: January 23, 2013.
BY ORDER OF THE COMMON COUNCIL
OF THE CITY OF ROCHESTER,
MINNESOTA
B-2
416211v1 RC110-30
s
RESOLUTION
BE IT RESOLVED by the Common Council of the City of Rochester that the City execute
Supplemental Agreement #1 with Elcor Construction for Project J4895-2010, "River Dredging in
Various Locations" in the amount of $12,885.00.
The Mayor and the City Clerk are authorized and directed to execute this supplemental
agreement on behalf of the City.
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF
ROCHESTER, MINNESOTA, THIS DAY OF ,y1 ,IO J 4, 2013.
ACTING PRESIDENT OF SAID
COMMON.0 UNCIL
ATTEST: (,4 J J 1J7�1-
jury CITY CLERK%
APPROVED THIS DAY,OF _ , 2013. M
MAYOR OF SAID CITY
(Sea[ of the City of
Rochester, Minnesota)
Res101SuppAgr139
RESOLUTION
BE IT RESOLVED by the Common Council of the City of Rochester that the City execute
Supplemental Agreement #1 with Elcor Construction for Project J4895-2010, "River Dredging in
Various Locations" in the amount of $12,885.00.
The Mayor and the City Clerk are authorized and directed to execute this supplemental
agreement on behalf of the City.
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF
ROCHESTER, MINNESOTA, THIS DAY OF �LIJJQJJ 4 , 2013.
ACTING PRESIDENT OF SAID
COMMONZ UNCIL
ATTEST: 121 '���}
"Puw CITY CLERK!
APPROVED THIS DAY OF ��/ L��.L�_t , 2013. �
MAYOR OF SAID CITY
(Seal of the City of
Rochester, Minnesota)
Res 10\S uppAg r\39