HomeMy WebLinkAboutResolution No. 132-12 CITY OF ROCHESTER
• COUNTY OF OLMSTED
STATE OF MINNESOTA
RESOLUTION NO._aZ-/Z
RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED
SALE OF$68,480,000
GENERAL OBLIGATION WASTE WATER REVENUE
REFUNDING BONDS, SERIES 2012A
A. WHEREAS,the Common Council of the City of Rochester,Minnesota(the"City") has
heretofore determined that it is necessary and expedient to issue its General Obligation Waste Water
Revenue Refunding Bonds, Series 2012A(the "Bonds")to refund the February 1,2016 through February
1,2026 maturities of the City's General Obligation Waste Water Revenue Bonds, Series 2004A dated
November 1,2004; and
D. WHEREAS,the City has retained Springsted Incorporated, in Saint Paul, Minnesota
("Springsted"), as its independent financial advisor and is therefore authorized to sell these obligations by
a competitive negotiated sale in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9);
and
NOW,THEREFORE,BE IT RESOLVED by the Common Council of the City of Rochester,
Minnesota, as follows:
• 1. Authorization, Findings.The Common Council hereby authorizes Springsted to solicit
bids for the competitive negotiated sale of the Bonds.
2. Meeting Bid Opening.This Common Council shall meet at the time and place
specified in the Terms of Proposal attached hereto as Exhibit A for the purpose of considering sealed
bids for,and awarding the sale of the Bonds.The Clerk, or designee, shall open bids at the time and
place specified in such Terms of Proposal.
3. Terms of Proposal. The terms and conditions of the Bonds and the negotiation
thereof are fully set forth in the "Terms of Proposal" attached hereto as Exhibit A and hereby
approved and made a part hereof.
4. Official Statement.In connection with said competitive negotiated sale,the Clerk,
Finance Director and other officers or employees of the City are hereby authorized to cooperate with
Springsted and participate in the preparation of an official statement for the Bonds, and to execute and
deliver it on behalf of the City upon its completion.
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400391v1 MMD RC110-31
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER,
• MINNESOTA,THIS 2ND DAY OF APRIL, 2012.
ENT OF SAID OM
/CO CIL ---PRO-t6
C/
ATTEST:
CITY LARK
Approved this 2nd day of April,2012.
(Seal of the City of
Rochester,Minnesota) MAYOR OF SAID CITY
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400391v1 MMDRC110-31 2
EXHIBIT A
THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS
ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS:
TERMS OF PROPOSAL
$68,480,000"
CITY OF ROCHESTER,MINNESOTA
GENERAL OBLIGATION WASTE WATER REVENUE REFUNDING BONDS,SERIES 2012A
(BOOK ENTRY ONLY)
Proposals for the Bonds and the Good Faith Deposit("Deposit")will be received on Monday,April 16,
2012, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated,380 Jackson Street,
Suite 300, Saint Paul,Minnesota, after which time proposals will be opened and tabulated. Consideration
for award of the Bonds will be by the City Council at 7:00 P.M., Central Time,of the same day.
SUBMISSION OF PROPOSALS
Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of
sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract
between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is
submitted.
(a) Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax(651)223-3046 to
Springsted. Signed Proposals,without final price or coupons,may be submitted to Springsted prior to the
time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and
coupons,by telephone (651)223-3000 or fax(651)223-3046 for inclusion in the submitted Proposal.
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(b) Electronic Bidding. Notice is hereby given that electronic proposals will be received via PARITY®.
For purposes of the electronic bidding process,the time as maintained by PARITY®shall constitute the
official time with respect to all Bids submitted to PARITY®. Each bidder shall be solely responsible for
making necessary arrangements to access PARITI'®for purposes of submitting its electronic Bid in a
timely manner and in compliance with the requirements of the Terms of Proposal. Neither the City, its
agents nor PARITY®shall have any duty or obligation to undertake registration to bid for any prospective
bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City,
its agents nor PARITY®shall be responsible for a bidder's failure to register to bid or for any failure in
the proper operation of, or have any liability for any delays or interruptions of or any damages caused by
the services of PARITY®. The City is using the services of PARITY®solely as a communication
mechanism to conduct the electronic bidding for the Bonds, and PARITY®is not an agent of the City.
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If any provisions of this Terms of Proposal conflict with information provided by PARITY®,this Terms
of Proposal shall control. Further information about PARITY®, including any fee charged,may be
obtained from:
PARITY®, 1359 Broadway,2°d Floor,New York,New York 10018
Customer Support: (212) 849-5000
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Preliminary;subject to change.
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400391v1 WAD RC110-31
DETAILS OF THE BONDS
The Bonds will be dated the date of delivery, as the date of original issue,and will bear interest payable
• on February 1 and August 1 of each year,commencing February 1, 2013. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.
The Bonds will mature February 1 in the years and amounts* as follows:
2016 $5,700,000 2020 $6,130,000 2024 $6,765,000
2017 $5,790,000 2021 $6,280,000 2025 $7,010,000
2018 $5,790,000 2022 $6,435,000 2026 $5,865,000
2019 $5,995,000 2023 $6,490,000
* The City reserves the right, after proposals are opened and prior to award, to increase or reduce the
principal amount of the Bonds or the maturity amounts offered for sale. Any such increase or
reduction will be made in multiples of$S,000 in any of the maturities. In the event the principal
amount of the Bonds is increased or reduced, any premium offered or any discount taken by the
successful bidder will be increased or reduced by a percentage equal to the percentage by which the
principal amount of the Bonds is increased or reduced.
Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and
term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus
accrued interest to the date of redemption and must conform to the maturity schedule set forth above. In
order to designate term bonds,the proposal must specify"Years of Term Maturities" in the spaces
provided on the Proposal Form.
BOOK ENTRY SYSTEM
• The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made
to the public. The Bonds will be issued in fully registered form and one Bond,representing the aggregate
principal amount of the Bonds maturing in each year,will be registered in the name of Cede&Co. as
nominee of The Depository Trust Company("DTC"),New York,New York,which will act as securities
depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of
$5,000 or any multiple thereof of a single maturity through book entries made on the books and records of
DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as
registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be
the responsibility of DTC;transfer of principal and interest payments to beneficial owners by participants
will be the responsibility of such participants and other nominees of beneficial owners. The purchaser,as
a condition of delivery of the Bonds,will be required to deposit the Bonds with DTC.
REGISTRAR
The Director of Finance of the City will serve as registrar.
OPTIONAL REDEMPTION
The City may elect on February 1,2022, and on any day thereafter,to prepay Bonds due on or after
February 1,2023. Redemption may be in whole or in part and if in part at the option of the City and in
such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption,
the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by
lot the amount of each participant's interest in such maturity to be redeemed and each participant will then
select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be
at a price of par plus accrued interest.
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400391v1 MMD RC110-31
SECURITY AND PURPOSE
• The Bonds will be general obligations of the City for which the City will pledge its full faith and credit
and power to levy direct general ad valorem taxes. In addition,the City will pledge net revenues of the
City's waste water utility. The proceeds will be used to refund the February 1,2016 through February 1,
2026 maturities of the City's General Obligation Waste Water Revenue Bonds, Series 2004A, dated
November 1,2004.
BIDDING PARAMETERS
Proposals shall be for not less than$68,480,000(Par)and accrued interest on the total principal amount of
the Bonds.
No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of
the City scheduled for award of the Bonds is adjourned,recessed, or continued to another date without
award of the Bonds having been made. Rates shall be in integral multiples of 51100 or 1/8 of 1%. Rates
are not required to be in level or ascending order;however,the rate for any maturity cannot be more than
1% lower than the highest rate of any of the preceding maturities. Bonds of the same maturity shall bear
a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be
accepted.
GOOD FAITH DEPOSIT
Proposals, regardless of method of submission, shall be accompanied by a Deposit in the amount of
$684,800, in the form of a certified or cashier's check, a wire transfer, or Financial Surety Bond and
delivered to Springsted Incorporated prior to the time proposals will be opened. Each bidder shall be
solely responsible for the timely delivery of their Deposit whether by check,wire transfer or Financial
• Surety Bond. Neither the City nor Springsted Incorporated have any liability for delays in the
transmission of the Deposit.
Any Deposit made by certified or cashier's check should be made payable to the City and delivered to
Springsted Incorporated,380 Jackson Street, Suite 300, St. Paul,Minnesota 55101.
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Any Deposit sent via wire transfer should be sent to Springsted Incorporated as the City's agent
according to the following instructions:
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Wells Fargo Bank,N.A., San Francisco, CA 94104
ABA 4121000248
for credit to Springsted Incorporated,Account#635-5007954
Ref: Rochester,MN Series 2012A Good Faith Deposit
Contemporaneously with such wire transfer,the bidder shall send an e-mail to
bond_services(a)springsted.com, including the following information; (i)indication that a wire transfer
has been made, (ii)the amount of the wire transfer,(iii)the issue to which it applies, and(iv)the return
wire instructions if such bidder is not awarded the Bonds.
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Any Deposit made by the successful bidder by check or wire transfer will be delivered to the City
following the award of the Bonds. Any Deposit made by check or wire transfer by an unsuccessful bidder j
will be returned to such bidder following City action relative to an award of the Bonds.
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If a Financial Surety Bond is used,it must be from an insurance company licensed to issue such a bond
• in the State of Minnesota and pre-approved by the City. Such bond must be submitted to Springsted
Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each
underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an
underwriter using a Financial Surety Bond,then that underwriter is required to submit its Deposit to the
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400391v1 MMD RC110-31
City in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated
not later than 3:30 P.M., Central Time on the next business day following the award. If such Deposit is
not received by that time,the Financial Surety Bond may be drawn by the City to satisfy the Deposit
. requirement.
The Deposit received from the purchaser,the amount of which will be deducted at settlement,will be
deposited by the City and no interest will accrue to the purchaser. In the event the purchaser fails to
comply with the accepted proposal, said amount will be retained by the City.
AWARD
The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost
(TIC)basis. The City's computation of the interest rate of each proposal, in accordance with customary
practice,will be controlling.
The City will reserve the right to: (i)waive non-substantive informalities of any proposal or of matters
relating to the receipt of proposals and award of the Bonds, (ii)reject all proposals without cause, and
(iii)reject any proposal that the City determines to have failed to comply with the terms herein.
BOND INSURANCE AT PURCHASER'S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the
option of the underwriter,the purchase of any such insurance policy or the issuance of any such
commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of
issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser,except
that, if the City has requested and received a rating on the Bonds from a rating agency,the City will pay
that rating fee. Any other rating agency fees shall be the responsibility of the purchaser.
Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser
shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds.
CUSIP NUMBERS
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If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds,but
neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute
cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau
charge for the assignment of CUSIP identification numbers shall be paid by the purchaser.
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SETTLEMENT
On or about May 15,2012,the Bonds will be delivered without cost to the purchaser through DTC in
New York,New York. Delivery will be subject to receipt by the purchaser of an approving legal opinion
of Kennedy&Graven, Chartered of Minneapolis,Minnesota, and of customary closing papers,including
a no-litigation certificate. On the date of settlement,payment for the Bonds shall be made in federal, or
equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00 Noon,
Central Time. Unless compliance with the terms of payment for the Bonds has been made impossible by
action of the City, or its agents,the purchaser shall be liable to the City or
p ty f any loss suffered by the City
by reason of the purchaser's non-compliance with said terms for payment.
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400391v1 MMD RC110-31
CONTINUING DISCLOSURE
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 for the benefit of the
owners of the Bonds to provide certain financial and other information about the City and notices of
certain occurrences to information repositories as specified in and required by SEC Rule 15c2-12(b)(5).
OFFICIAL STATEMENT
The City has authorized the preparation of an Official Statement containing pertinent information relative
to the Bonds,and said Official Statement will serve as a nearly final Official Statement within the
meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official
Statement or for any additional information prior to sale, any prospective purchaser is referred to the
Financial Advisor to the City, Springsted Incorporated,380 Jackson Street, Suite 300, Saint Paul,
Minnesota 55101,telephone(651)223-3000.
The Official Statement,when further supplemented by an addendum or addenda specifying the maturity
dates, principal amounts and interest rates of the Bonds,together with any other information required by
law, shall constitute a"Final Official Statement"of the City with respect to the Bonds, as that term is
defined in Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate
submitting a proposal therefor,the City agrees that,no more than seven business days after the date of
such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the
Bonds are awarded 250 copies of the Official Statement and the addendum or addenda described above.
The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as
its agent for purposes of distributing copies of the Final Official Statement to each Participating
Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its
proposal is accepted by the City(i) it shall accept such designation and(ii)it shall enter into a contractual
• relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each
such Participating Underwriter of the Final Official Statement.
Dated April 2,2012 BY ORDER OF THE CITY COUNCIL
Is/Judy Sherr
City Clerk
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400391v1 MMD RC110-31
CERTIFICATION
I,the undersigned City Clerk of the City of Rochester,Minnesota, do hereby certify the
following:
.The foregoing is true and correct and a copy of the Resolution is on file and of record in the
offices of the City,which Resolution relates to providing for the competitive negotiated sale of
$68,480,000 General Obligation Waste Water Revenue Refunding Bonds, Series 2012A and said
Resolution was duly adopted by the Rochester Common Council at a regular or special meeting of the
Council held on the date therein indicated. 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 Wojcik moved the
adoption of the Resolution,which motion was seconded by Councilmember
Snyder . A vote being taken on the motion,the following members of the
Council voted in favor of the Resolution: President Pro-Tem Sandra Means, Councilmembers
Mark Bilderback, Ed Hruska, Bruce Snyder, Randy Staver, Michael Wojcik
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 Clerk of the City of Rochester,Minnesota,this 3RD day
of April,2012.
City Clerk
City of Rochester,Minnesota
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400391 v 1 MMD RC 110-31 3
Minutes of Meeting of: City of Rochester, MN, Minnesota
Resolution(s)to be Adopted: $68,480,000 General Obligation Waste Water Revenue Refunding Bonds,Series 2012A
Type of Meeting: Regular _ X OR Special
Meeting Date: April 2, 2012 Meeting Time: 7:00 PM
Resolution# 132-12 (Series A)
Moved Seconded In
Present Absent Resol. Resol. Favor Against
*Ardell F. Brede
Dennis Hanson _
Ed Hruska X _
Michael J.Wojcik
Bruce Snyder x _ x X
Mark Bilderback �_ x
Randy Staver x x
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Sandra Means x—
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Springsted Incorporated
380 Jackson Street,Suite 300
Saint Paul,MN 55101-4705
Springsfed
Tel:651-223-3000
Fax:651-223.3002
www.springsted.com
March 28,2012
Mr. Dale Martinson, Director of Finance and Information Systems
City of Rochester
201 4th Street SE, Room 204
Rochester, MN 55904-3708
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RE: $68,480,000 General Obligation Waste Water Revenue Refunding Bonds, Series 2012A
Dear Mr. Martinson:
• Enclosed you will find a copy of the Resolution Providing for the Competitive Negotiated Sale of the above-
referenced Bonds, along with a meeting sheet and certification pages. After the City Council meets to consider this
Resolution, please fill out the meeting sheet, have the certification pages signed, and return them to me in the
enclosed envelope.
If you have any questions, please feel free to call. Thank you, and I look forward to working with you.
Sincerely,
Jan Morin, CIPFA
Bond Services Analyst
Enclosures
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Public Sector Advisors
ALL-MERICAQTY •o�•TpCHESrER.1y.NNeS
'wq'hOCHESTER
••
I i;II&ej�24a— 0 .
S-T.5*�
JUDY SCHERR,CMC
City Clerk
April 3, 2012 201 4th Street SE, Room 135
Rochester,MN 55904-3742
(507)328-2900
FAX#(507)328-2901
Jan Morin,CIPFA
Springsted, Incorporated
380 Jackson Street
Suite 300
St. Paul, Minnesota 55101
Re: $68,480,000 General Obligation Waste Water Revenue Refunding Bonds, Series 2012A
Dear Ms. Morin:
• 1 am returning the resolution, meeting sheet and certification pages for the above-mentioned bonding.
If you have any questions, please let me know.
Thanks.
Sincerely,
Judy Kay Scherr, CIVIC
City Clerk
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Enclosures
Cc: Dale Martinson
An Equa[Opportunity Employer