HomeMy WebLinkAboutResolution No. 086-23 - Resolution - Bond Sale Award - City of Rochester General Obligation Tax Abatement Bonds, Series 2023A
City of Rochester
County of Olmsted
State of Minnesota
RESOLUTION
Awarding the Sale of $12,375,000 General Obligation Tax Abatement Bonds, Series 2023A;
Fixing Their Form and Specifications; Directing Their Execution and Delivery; and
Providing for Their Payment.
BE IT RESOLVED By the Common Council (the “Council”) of the City of Rochester, Olmsted
County, Minnesota (the “City”) as follows:
Section 1. Sale of Bonds.
1.01. Background; Findings. It is determined that:
(a) The City is authorized by Minnesota Statutes, Chapter 475 and Sections 469.1812
through 469.1815, as amended (collectively, the “Abatement Act”) to utilize property tax abatements
on specified parcels in order to accomplish certain public purposes, including construction of certain
park improvements, including (i) the Soldiers Field Pool; (ii) improvements at Silver Lake Park;
and (iii) other park improvements included in the accelerated projects list approved by the Council
on January 19, 2022 (the “Project”).
(b) On March 20, 2023 the City held a public hearing regarding, and adopted a resolution
(the “Abatement Resolution”) approving, property tax abatements in the maximum amount of
$20,000,000 (the “Abatements”) on certain property in the City (the “Abatement Parcels”) pursuant
to the Abatement Act.
(c) It is determined that it is necessary and expedient that the City issue the Bonds to
finance the Project.
(d) The City is authorized by Minnesota Statutes, Section 475.60, Subdivision 2(9) to
negotiate the sale of the Bonds, if the City has retained an independent municipal advisor in
connection with such sale. The City has retained Baker Tilly Municipal Advisors, LLC as an
independent municipal advisor in connection with the sale of the Bonds. The actions of the City staff
and the City’s municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in all
aspects.
1.02. Award to the Purchaser and Interest Rates. The proposal of RBC Capital Markets,
New York, New York (the “Purchaser”) to purchase the Bonds of the City described in the Terms
of Proposal thereof is hereby found and determined to be a reasonable offer and is hereby accepted,
the proposal being to purchase the Bonds at a price of $13,817,787.35 (par amount of
$12,375,000.00, plus a net original issue premium of $1,554,162.35 less an underwriter’s discount
of $111,375.00), for Bonds bearing interest as follows:
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Year of Interest Year of Interest
Maturity Rate Maturity Rate
2025 5.000% 3034 5.000%
2026 5.000 2035 5.000
2027 5.000 2036 5.000
2028 5.000 2037 5.000
2029 5.000 2038 5.000
2030 5.000 2039 5.000
2031 5.000 2040 5.000
2032 5.000 2042* 3.625
2033 5.000 2044* 3.750
*Term Bond
1.03. Purchase Contract. Any amount paid by the Purchaser over the minimum purchase
price shall be credited to the Debt Service Fund hereinafter created or deposited in the Construction
Fund hereinafter created, as determined by the City Director of Finance in consultation with the
City’s municipal advisor. The City Director of Finance is directed to retain the good faith check
of the Purchaser, pending completion of the sale of the Bonds. The Mayor and City Clerk are
authorized to execute a contract with the Purchaser on behalf of the City, if requested by the
Purchaser.
1.04. Terms and Principal Amount of Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act in the total principal amount of $12,375,000, originally dated as of the
date of delivery, in fully registered form in the denominations of $5,000 each or any integral
multiple thereof, numbered No. R-1 and upward, bearing interest as above set forth, and maturing
serially on February 1 in the years and amounts as follows:
Year Amount Year Amount
2025 $375,000 3034 $585,000
2026 395,000 2035 615,000
2027 415,000 2036 645,000
2028 435,000 2037 675,000
2029 460,000 2038 710,000
2030 480,000 2039 745,000
2031 505,000 2040 785,000
2032 530,000 2042* 1,670,000
2033 555,000 2044* 1,795,000
*Term Bond
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
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1.05. Optional Redemption. The City may elect on February 1, 2033, and on any day
thereafter to prepay Bonds maturing on or after February 1, 2034. 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 will determine. If
less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 7 hereof) 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.
Prepayments will be at a price of par plus accrued interest.
1.06 Mandatory Redemption; Term Bonds. The Bonds maturing on February 1, 2042 and
February 1, 2044 shall hereinafter be referred to collectively as the “Term Bonds.” The principal
amount of the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced
through earlier optional redemptions, with any partial redemptions of the Term Bonds credited against
future mandatory sinking fund redemptions of such Term Bond in such order as the City shall
determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed
in part at par plus accrued interest on February 1 of the following years and in the principal amounts
as follows:
Sinking Fund Installment Date
February 1, 2042 Term Bond Principal Amount
2041 $820,000
2042* 850,000
____________________
* Maturity
February 1, 2044 Term Bond Principal Amount
2043 $880,000
2044* 915,000
____________________
* Maturity
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated
as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment
date, in which case the Bond will be dated as of the date of original issue. The interest on the
Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2024, to the
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th
registered owners thereof of record as of the close of business on the 15 day of the immediately
preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer
agent, authenticating agent and paying agent (the “Registrar”). The effect of registration and the
rights and duties of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar will keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the transferor. The
Registrar may, however, close the books for registration of any transfer after the 15th day
of the month preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar will authenticate and deliver one or more new Bonds of
a like aggregate principal amount and maturity as requested by the registered owner or the
owner’s attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered, as of the applicable record date, in the bond register
as the absolute owner of such Bond, whether the Bond is overdue or not, for the purpose
of receiving payment of, or on account of, the principal of and interest on the Bond and for
all other purposes and payments so made to a registered owner or upon the owner’s order
will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent
of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds, in an amount sufficient to reimburse the
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Registrar for any tax, fee or other governmental charge required to be paid with respect to
the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon
the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar
of evidence satisfactory to the Registrar that the Bond was destroyed, stolen or lost, and of
the ownership thereof, and upon furnishing to the Registrar an appropriate bond or
indemnity in form, substance and amount satisfactory to the Registrar and as provided by
law, in which both the City and the Registrar must be named as obligees. Bonds so
surrendered to the Registrar will be cancelled by the Registrar and evidence of such
cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has
already matured or been called for redemption in accordance with its terms it is not be
necessary to issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
written notice thereof identifying the Bonds to be redeemed will be given by the Registrar
by mailing a copy of the redemption notice by first class mail (postage prepaid) at least 30
days prior to the redemption date to the registered owner of each Bond to be redeemed at
the address shown on the registration books kept by the Registrar and by publishing the
notice if required by law. Failure to give notice by publication or by mail to any registered
owner, or any defect therein, will not affect the validity of the proceedings for the
redemption of Bonds. Bonds so called for redemption will cease to bear interest after the
specified redemption date, provided that the funds for the redemption are on deposit with
the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National
Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Clerk are
authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger
or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or
trust company authorized by law to conduct such business, the resulting corporation is authorized
to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the
Registrar for the services performed. The City reserves the right to remove the Registrar upon 30
days’ notice and upon the appointment of a successor Registrar, in which event the predecessor
Registrar must deliver all cash and Bonds in its possession to the successor Registrar and deliver
the bond register to the successor Registrar. On or before each principal or interest due date,
without further order of this Council, the City Manager must transmit to the Registrar money
sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Director of Finance and executed on behalf of the City by the signatures of
the Mayor and the City Clerk, provided that all signatures may be printed, engraved or lithographed
facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears
on the Bonds ceases to be such officer before the delivery of any Bond, that signature or facsimile
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will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained
in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory
for any purpose or entitled to any security or benefit under this Resolution unless and until a
certificate of authentication on the Bond has been duly executed by the manual signature of an
authorized representative of the Registrar. Certificates of authentication on different Bonds need
not be signed by the same representative. The executed certificate of authentication on a Bond is
conclusive evidence that it has been authenticated and delivered under this Resolution. When the
Bonds have been so prepared, executed and authenticated, the City Director of Finance will deliver
the same to the Purchaser thereof upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price.
Section 3. Form of Bond.
3.01. Form of Bond. The Bonds will be printed or typewritten in substantially the form
set forth in Exhibit B attached hereto.
3.02 Approving Legal Opinion. The City Director of Finance is authorized and directed
to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered,
Minneapolis, Minnesota, which will be complete except as to dating thereof and will cause the
opinion to be printed on or accompany each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01 Debt Service Fund. The Bonds are payable from the General Obligation Tax
Abatement Bonds, Series 2023A Debt Service Fund (the “Debt Service Fund”) hereby created.
The Debt Service Fund shall be administered and maintained by the Director of Finance as a
bookkeeping account separate and apart from all other funds maintained in the official financial
records of the City. Amounts in the Debt Service Fund are irrevocably pledged to the Bonds. To
the Debt Service Fund hereby created, there is hereby pledged and irrevocably appropriated and
there will be credited: (A) the proceeds of general ad valorem property taxes herein or hereafter
levied and the Abatements; (B) capitalized interest financed from Bond proceeds, if any; (C) the
amount over the minimum purchase price paid by the Purchaser, to the extent designated for
deposit in the Debt Service Fund in accordance with Section 1.03 hereof; and (D) all investment
earnings on funds in the Debt Service Fund; and (E) any and all other moneys which are properly
available and are appropriated by the Common Council to the Debt Service Fund. If a payment of
principal or interest on the Bonds becomes due when there is not sufficient money in the Debt
Service Fund to pay the same, the City Director of Finance is directed to pay such principal or
interest from other funds of the City, and such fund will be reimbursed for those advances out of
the proceeds of Abatements and Taxes when collected.
4.02 Construction Fund. The proceeds of the Bonds, less the appropriations made in
Section 4.01, together with any other funds appropriated for the Project will be deposited in a
separate construction fund (the “Construction Fund”) to be used solely to defray expenses of the
Project and the payment of principal and interest on the Bonds prior to the completion and payment
of all costs of the Project. Any balance remaining in the Construction Fund after completion of
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the Project and the costs thereof paid, may be used as provided in Minnesota Statutes, section
475.65. Thereafter, the Construction Fund is to be closed and any remaining balances therein and
subsequent collections of taxes for the Project are to be deposited in the Debt Service Fund.
4.03. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the
Bonds, there is levied a direct annual irrepealable ad valorem tax (the “Taxes”) upon all of the
taxable property in the City, which will be spread upon the tax rolls and collected with and as part
of other general taxes of the City. The taxes will be credited to the Debt Service Fund above
provided and will be in the years (being each year of collection) and amounts as set forth in Exhibit
C.
It is hereby determined that the estimated collections of Abatements and the foregoing
Taxes will produce at least 5% in excess of the amount needed to meet when due the principal and
interest payments on the Bonds.
4.04. Certification to County Auditor as to Debt Service Fund Amount. It is hereby
determined that the estimated collections of Abatements and the foregoing Taxes will produce at
least 5% in excess of the amount needed to meet when due the principal and interest payments on
the Bonds. The amount of the Abatements is at least equal to the principal amount of the Bonds.
The tax levy herein provided is irrepealable until all of the Bonds are paid, provided that at the
time the City makes its annual tax levies the City Director of Finance may certify to the County
Auditor of Olmsted County, Minnesota (the “County Auditor”) the amount available in the Debt
Service Fund to pay principal and interest due during the ensuing year, and the County Auditor
will thereupon reduce the levy collectible during such year by the amount so certified in the manner
and to the extent permitted by Section 475.61, subdivision 3 of the Act.
4.05. Registration of Resolution. The City Director of Finance is authorized and directed
to file a certified copy of this resolution with the County Auditor of Olmsted County and to obtain
the certificate required by Minnesota Statutes, Section 475.63.
4.06 General Obligation Pledge. For the prompt and full payment of the principal of and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers
of the City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is
ever insufficient to pay all principal and interest then due on the Bonds and any other bonds
payable therefrom, the deficiency will be promptly paid out of monies in the general fund of the
City which are available for such purpose, and such general fund may be reimbursed with or
without interest from the Debt Service Fund when a sufficient balance is available therein.
Section 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies
of proceedings and records of the City relating to the Bonds and to the financial condition and
affairs of the City, and such other certificates, affidavits and transcripts as may be required to show
the facts within their knowledge or as shown by the books and records in their custody and under
their control, relating to the validity and marketability of the Bonds, and such instruments,
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including any heretofore furnished, may be deemed representations of the City as to the facts stated
therein.
5.02. Certification as to Official Statement. The Mayor, City Administrator, City Clerk and
City Director of Finance, or any of them, are hereby authorized and directed to certify that they have
examined the Official Statement prepared and circulated in connection with the issuance and sale of
the Bonds and that to the best of their knowledge and belief the Official Statement, as of the date
thereof, is a complete and accurate representation of the facts and representations made therein as of
the date of the Official Statement, as it relates to the City and the Bonds.
5.03. Other Certificates. The Mayor, City Administrator, City Clerk and City Director
of Finance, or any of them, are hereby authorized and directed to furnish to the Purchaser at the
closing such certificates as are required as a condition of sale. Unless litigation shall have been
commenced and be pending questioning the Bonds or the organization of the City or incumbency
of its officers, at the closing the Mayor, City Administrator, City Clerk and City Director of
Finance, or any of them, shall also execute and deliver to the Purchaser a suitable certificate as to
absence of material litigation, and the Director of Finance shall also execute and deliver a
certificate as to payment for and delivery of the Bonds.
5.04 Electronic Signatures. The electronic signature of the Mayor, City Administrator,
City Clerk, and Director of Finance to this resolution and to any certificate authorized to be
executed hereunder shall be as valid as an original signature of such party and shall be effective to
bind the City thereto. For purposes hereof, (i) “electronic signature” means (a) a manually signed
original signature that is then transmitted by electronic means or (b) a signature obtained through
DocuSign or Adobe or a similarly digitally auditable signature gathering process; and (ii)
“transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as
a portable document format (“pdf”) or other replicating image attached to an electronic mail or
internet message.
Section 6. Tax Covenants.
6.01. Tax-Exempt Bonds. The City covenants and agrees with the holders from time to
time of the Bonds that it will not take or permit to be taken by any of its officers, employees or
agents any action which would cause the interest on the Bonds to become subject to taxation under
the Internal Revenue Code of 1986, as amended (the Code), and the Treasury Regulations
promulgated thereunder, in effect at the time of such actions, and that it will take or cause its
officers, employees or agents to take, all affirmative action within its power that may be necessary
to ensure that such interest will not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter amended and made applicable to the
Bonds. The City will comply with all requirements necessary under the Code to establish and
maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the
Code, including without limitation requirements relating to temporary periods for investments and
limitations on amounts invested at a yield greater than the yield on the Bonds.
6.02 Rebate. The City will comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bonds under Section
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103 of the Code, 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 unless the Bonds qualify for an
exception to the rebate requirement under the Code and related Treasury Regulations.
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of
the Bonds or the Project financed by the Bonds, or to cause or permit them or any of them to be
used, in such a manner as to cause the Bonds to be “private activity bonds” within the meaning of
Sections 103 and 141 through 150 of the Code.
6.04. No Designation of Qualified Tax -Exempt Obligations. The Bonds have not been
designated as a “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the
Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any
federal procedural requirements which may apply in order to effectuate the designations made by
this section.
Section 7. Book-Entry System; Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten
or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns (“DTC”). Except as provided in this section, all
of the outstanding Bonds will be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying
Agent will have no responsibility or obligation to any broker dealers, banks and other financial
institutions from time to time for which DTC holds Bonds as securities depository (the
“Participants”) or to any other person on behalf of which a Participant holds an interest in the
Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy
of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of
Bonds, as shown by the registration books kept by the Registrar) of any notice with respect to the
Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner of Bonds, of any amount with respect to principal of,
premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat
and consider the person in whose name each Bond is registered in the registration books kept by
the Registrar as the holder and absolute owner of such Bond for the purpose of payment of
principal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
premium, if any, and interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Registrar, and all such payments will be
valid and effectual to fully satisfy and discharge the City’s obligations with respect to payment of
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principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid.
No person other than a registered owner of Bonds, as shown in the registration books kept by the
Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
delivery by DTC to the City Director of Finance of a written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.,” will
refer to such new nominee of DTC; and upon receipt of such a notice, the City Director of Finance
will promptly deliver a copy of the same to the Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the “Representation Letter”) which will govern payment
of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will
agree to take all action necessary for all representations of the City in the Representation Letter
with respect to the Registrar and Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the
Common Council, determines that it is in the best interests of the persons having beneficial
interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC,
whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates.
In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and
any other registered owners in accordance with the provisions of this Resolution. DTC may
determine to discontinue providing its services with respect to the Bonds at any time by giving
notice to the City and discharging its responsibilities with respect thereto under applicable law. In
such event, if no successor securities depository is appointed, the City will issue and the Registrar
will authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC’s
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City
hereby covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure
of the City to comply with the Continuing Disclosure Certificate is not an event of default with
respect to the Bonds; however any Bondholder may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the City
to comply with its obligations under this section.
8.02. Execution of Continuing Disclosure Certificate. “Continuing Disclosure
Certificate” means that certain Continuing Disclosure Certificate executed by the Mayor and City
Clerk and dated the date of issuance and delivery of the Bonds, as originally executed and as it
may be amended from time to time in accordance with the terms thereof.
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Section 9. Defeasance. When all Bonds and all accrued interest thereon, have been
discharged as provided in this section, all pledges, covenants and other rights granted by this
resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of
the City for the prompt and full payment of the principal of and interest on the Bonds will remain in
full force and effect. The City may discharge all Bonds which are due on any date by depositing with
the Registrar on or before that date a sum sufficient for the payment thereof in full or by depositing
irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for this purpose,
cash or securities which are backed by the full faith and credit of the United States of America, or any
other security authorized under Minnesota law for such purpose, bearing interest payable at such times
and at such rates and maturing on such dates and in such amounts as shall be required and sufficient,
subject to sale and/or reinvestment in like securities, to pay said obligation(s), which may include any
interest payment on such Bond and/or principal amount due thereon at a stated maturity (or if
irrevocable provision shall have been made for permitted prior redemption of such principal amount,
at such earlier redemption date). If any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with
interest accrued to the date of such deposit.
Section 10. Effective Date. This resolution shall be in full force and effect from and after
its passage.
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF
ROCHESTER, MINNESOTA, THIS __________ DAY OF _______________, 2023.
___________________________________
PRESIDENT OF SAID COMMON COUNCIL
ATTEST: __________________________
CITY CLERK
APPROVED THIS _____ DAY OF ______________________, 2023.
___________________________________
MAYOR OF SAID CITY
(Seal of the City of
Rochester, Minnesota)
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EXHIBIT A
PROPOSALS
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EXHIBIT B
FORM OF BOND
No. R-_____ $________
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF OLMSTED
CITY OF ROCHESTER
GENERAL OBLIGATION TAX ABATEMENT BOND, SERIES 2023A
Date of
Rate Maturity Original Issue CUSIP
February 1, 20__ May 18, 2023 771588
Registered Owner: Cede & Co.
The City of Rochester Minnesota, a duly organized and existing municipal corporation in
Olmsted County, Minnesota (the “City”), acknowledges itself to be indebted and for value received
hereby promises to pay to the Registered Owner specified above or registered assigns, the principal
sum set forth above on the maturity date specified above, unless called for earlier redemption, with
interest thereon from the date hereof at the annual rate specified above (calculated on the basis of
a 360-day year of twelve 30 day months), payable February 1 and August 1 in each year,
commencing February 1, 2024, to the person in whose name this Bond is registered at the close of
th
business on the 15 day (whether or not a business day) of the immediately preceding month. The
interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in
lawful money of the United States of America by check or draft by U.S. Bank Trust Company,
National Association, as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its
designated successor under the Resolution described herein. For the prompt and full payment of
such principal and interest as the same respectively become due, the full faith and credit and taxing
powers of the City have been and are hereby irrevocably pledged.
The City may elect on February 1, 2033, and on any date thereafter to prepay Bonds due
on or after February 1, 2034. 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 will determine. If less than all Bonds of a maturity are
called for redemption, the City will notify the Depository Trust Company (“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. Prepayments will be at a price of par plus
accrued interest.
The Bonds maturing on February 1, 2042 and February 1, 2044 shall hereinafter be referred
to collectively as the “Term Bonds.” The principal amount of the Term Bonds subject to mandatory
sinking fund redemption on any date may be reduced through earlier optional redemptions, with any
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partial redemptions of the Term Bonds credited against future mandatory sinking fund redemptions
of such Term Bond in such order as the City shall determine. The Term Bonds are subject to
mandatory sinking fund redemption and shall be redeemed in part at par plus accrued interest on
February 1 of the following years and in the principal amounts as follows:
Sinking Fund Installment Date
February 1, 2042 Term Bond Principal Amount
2041 $820,000
2042* 850,000
____________________
* Maturity
February 1, 2044 Term Bond Principal Amount
2043 $880,000
2044* 915,000
____________________
* Maturity
The Common Council has not designated the issue of Bonds of which this Bond forms a
part as “qualified tax exempt obligations” within the meaning of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended (the “Code”) relating to disallowance of interest expense for
financial institutions.
This Bond is one of an issue in the aggregate principal amount of $12,375,000 all of like
original issue date and tenor, except as to number, maturity date, interest rate, denomination and
redemption privilege,, all issued pursuant to a resolution adopted by the Common Council on April
17, 2023 (the “Resolution”), for the purpose of providing money to finance certain public
improvements, including construction of certain park improvements, including (i) the Soldiers
Field Pool; (ii) improvements at Silver Lake Park; and (iii) other park improvements included in
the accelerated projects list approved by the Council on January 19, 2022, pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes,
Chapters 469 and 475, as amended. The principal hereof and interest hereon are payable from
property tax abatements and from ad valorem taxes levied on all taxable property in the City, all
as set forth in the Resolution to which reference is made for a full statement of rights and powers
thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this
Bond and the Common Council has obligated itself to levy additional ad valorem taxes on all
taxable property, in the City in the event of any deficiency in property tax abatements, and ad
valorem taxes pledged, which taxes may be levied without limitation as to rate or amount. The
Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any
integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond
is transferable upon the books of the City at the principal office of the Registrar, by the registered
owner hereof in person or by the owner’s attorney duly authorized in writing, upon surrender
hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by
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the registered owner or the owner’s attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange the City will cause a new
Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate
principal amount, bearing interest at the same rate and maturing on the same date, subject to
reimbursement for any tax, fee or governmental charge required to be paid with respect to such
transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar will be affected
by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution, laws of the State of Minnesota and charter of
the City, to be done, to exist, to happen and to be performed preliminary to and in the issuance of
this Bond in order to make it a valid and binding general obligation of the City in accordance with
its terms, have been done, do exist, have happened and have been performed as so required, and
that the issuance of this Bond does not cause the indebtedness of the City to exceed any
constitutional, statutory or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Rochester, Olmsted County, Minnesota, by its
Common Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Clerk and has caused this Bond to be dated as of the date set
forth below.
Dated: May 18, 2023
CITY OF ROCHESTER
OLMSTED COUNTY, MINNESOTA
Mayor
ATTEST:
City Clerk
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION
By
Authorized Representative
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_________________________________
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT
in common _____ Custodian _______
(Cust) (Minor)
under Uniform Gift or Transfer to
TEN ENT -- as tenants
Minors Act
by entireties
of……………………..
(State)
JT TEN -- as joint tenants
with right of
survivorship and
not as tenants in
common
Additional abbreviations may also be used though not in the above list.
________________________________________
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________ the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint _________________________ attorney to transfer
the said Bond on the books kept for registration of the within Bond, with full power of substitution
in the premises.
Dated:
Notice: The assignor’s signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion
Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”)
or other such “signature guarantee program” as may be determined by the Registrar in addition to,
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or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act
of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond
is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on
the books of the Registrar in the name of the person last noted below.
Date of Registration Registered Owner Signature of Registrar
Cede & Co.
May 18, 2023 Federal ID #13-2555119 _____________________
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Post-Sale Tax Levies
Payment Levy/Collection
DatePrincipalCouponInterestTotal P+I105% OverlevyLevy AmountYear
02/01/2024--402,937.64402,937.64423,084.52423,084.522022/2023
02/01/2025375,000.005.000%573,350.00948,350.00995,767.50995,767.502023/2024
02/01/2026395,000.005.000%554,600.00949,600.00997,080.00997,080.002024/2025
02/01/2027415,000.005.000%534,850.00949,850.00997,342.50997,342.502025/2026
02/01/2028435,000.005.000%514,100.00949,100.00996,555.00996,555.002026/2027
02/01/2029460,000.005.000%492,350.00952,350.00999,967.50999,967.502027/2028
02/01/2030480,000.005.000%469,350.00949,350.00996,817.50996,817.502028/2029
02/01/2031505,000.005.000%445,350.00950,350.00997,867.50997,867.502029/2030
02/01/2032530,000.005.000%420,100.00950,100.00997,605.00997,605.002030/2031
02/01/2033555,000.005.000%393,600.00948,600.00996,030.00996,030.002031/2032
02/01/2034585,000.005.000%365,850.00950,850.00998,392.50998,392.502032/2033
02/01/2035615,000.005.000%336,600.00951,600.00999,180.00999,180.002033/2034
02/01/2036645,000.005.000%305,850.00950,850.00998,392.50998,392.502034/2035
02/01/2037675,000.005.000%273,600.00948,600.00996,030.00996,030.002035/2036
02/01/2038710,000.005.000%239,850.00949,850.00997,342.50997,342.502036/2037
02/01/2039745,000.005.000%204,350.00949,350.00996,817.50996,817.502037/2038
02/01/2040785,000.005.000%167,100.00952,100.00999,705.00999,705.002038/2039
02/01/2041820,000.003.625%127,850.00947,850.00995,242.50995,242.502039/2040
02/01/2042850,000.003.625%98,125.00948,125.00995,531.25995,531.252040/2041
EXHIBIT C
02/01/2043880,000.003.750%67,312.50947,312.50994,678.13994,678.132041/2042
02/01/2044915,000.003.750%34,312.50949,312.50996,778.13996,778.132042/2043
-
-
Total$12,375,000.00 $7,021,387.64$19,396,387.64$20,366,207.02$20,366,207.02
Tax Levy
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STATE OF MINNESOTA COUNTY AUDITOR’S
CERTIFICATE AS TO TAX
COUNTY OF OLMSTED LEVY AND REGISTRATION
I, the undersigned County Auditor of Olmsted County, Minnesota, hereby certify that a
certified copy of a resolution adopted by the Common Council of the City of Rochester Minnesota,
on April 17, 2023, levying taxes for the payment of its $12,375,000 General Obligation Tax
Abatement Bonds, Series 2023A, of said municipality dated May 18, 2023, has been filed in my
office and said bonds have been entered on the register of obligations in my office and that such
tax has been levied as required by law.
WITNESS My hand and official seal this _____ day of _________________, 2023.
County Auditor
Olmsted County, Minnesota
RC110-137-861775.v3