HomeMy WebLinkAboutResolution No. 083-25 - Resolution - Awarding the Sale of General Obligation Tax Bonds
CITY OF ROCHESTER
COUNTY OF OLMSTED
STATE OF MINNESOTA
RESOLUTION NO. _______
AWARDING THE SALE OF
$10,880,000 GENERAL OBLIGATION
TAX ABATEMENT BONDS, SERIES 2025A
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 improvements to the City’s park maintenance facility to be used, among other
things, for the parking and storage of park maintenance vehicles; and which enables the
City to provide park amenities needed to attract and maintain residents in the City and to
provide the workforce necessary to retain and expand existing businesses (the “Project”).
(b) On February 19, 2025, the City held a public hearing regarding, and adopted
a resolution (the “Abatement Resolution”) approving, property tax abatements in the
maximum amount of $11,850,000 (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 Piper Sandler
& Co., Minneapolis, Minnesota (the “Purchaser”) to purchase the Bonds of the City
described in the Terms of Proposal thereof is hereby found and determined to be the
most favorable offer received and is hereby accepted, and such proposal is to purchase
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the Bonds at a price of $12,124,205.54 (par amount of $10,880,000.00, plus a premium
of $1,289,828.35 less an underwriter’s discount of $ $45,622.81), for Bonds bearing
interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2027 5.00% 2035 5.00%
2028 5.00 2036 5.00
2029 5.00 2037 5.00
2030 5.00 2038 5.00
2031 5.00 2039 5.00
2032 5.00 2040 5.00
2033 5.00 2041 5.00
3034 5.00
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 after consultation with the City’s municipal advisor. The City Director
of Finance is directed to retain the good faith deposit 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 $10,880,000, 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
2027 $505,000 2035 $745,000
2028 530,000 2036 780,000
2029 555,000 2037 820,000
2030 585,000 2038 860,000
2031 615,000 2039 905,000
2032 645,000 2040 950,000
2033 675,000 2041 1,000,000
3034 710,000
As may be requested by the Purchaser, one or more term Bonds may be
issued having mandatory sinking fund redemption and final maturity amounts conforming
to the foregoing principal repayment schedule, and corresponding additions may be made
to the provisions of the applicable Bond(s).
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1.05. Optional Redemption. The City may elect on February 1, 2035, and on any
day thereafter to prepay Bonds maturing on or after February 1, 2036. 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.
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, 2026, to the registered owners
th
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 any 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.
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(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 at any time registered, 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, sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid with
respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes
mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of
like amount, number, maturity date and tenor in exchange and substitution for and
upon cancellation of the mutilated Bond or in lieu of and in substitution for any
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a Bond
destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to
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 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
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given by the Registrar by mailing a copy of the redemption notice by first class mail
(postage prepaid) not less than 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 Trust
Company, 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 must 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 Clerk
must transmit to the Registrar moneys 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 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.
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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 Kutak Rock LLP,
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 2025A 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 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 hereby levied a direct annual irrepealable ad valorem property 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.
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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, 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
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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. To that
end, 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 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
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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
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the City’s obligations with respect to payment of principal of, premium, if any, or interest
on the Bonds to the extent of the sum or sums so paid. No person other than a registered
owner of Bonds, as shown in the registration books kept by the Registrar, will receive a
certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to
the City Director of Finance of a written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., the words “Cede & Co.,” will refer to
such new nominee of DTC; and upon receipt of such a notice, the City Director of Finance
will promptly deliver a copy of the same to the Registrar and Paying Agent.
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 all 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
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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.
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 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.
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PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF
ROCHESTER, MINNESOTA, THIS __________ DAY OF _______________, 2025.
___________________________________
PRESIDENT OF SAID COMMON COUNCIL
ATTEST: __________________________
CITY CLERK
APPROVED THIS _____ DAY OF ______________________, 2025.
___________________________________
MAYOR OF SAID CITY
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EXHIBIT A
PROPOSALS
A-1
4916-1142-5828.2 RC110-137-861775.v3
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 2025A
Date of
Interest Rate Maturity Date Original Issue CUSIP
February 1, 20__ May 7, 2025 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 Interest 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, 2026, to the person in whose name this Bond is
th
registered at the close of business on the 15 day (whether or not a business day) of the
immediately preceding month. The interest hereon and, upon presentation and surrender hereof,
the principal hereof are payable in lawful money of the United States of America by check or draft
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, 2035, and on any date thereafter to prepay Bonds due
on or after February 1, 2036. 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 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.
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This Bond is one of an issue in the aggregate principal amount of $10,880,000 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 7, 2025 (the “Resolution”), for the purpose of providing money to finance certain public
improvements, including improvements to the City’s park maintenance facility to be used, among
other things, for the parking and storage of park maintenance vehicles, 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 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 7, 2025
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CITY OF ROCHESTER
OLMSTED COUNTY, MINNESOTA
Mayor
ATTEST:
City Clerk
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, or in
substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934, as amended.
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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 7, 2025 Federal ID #13-2555119 _____________________
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Post-Sale Tax Levies
Tax Abatement Levy/Collect
DatePrincipalCouponInterestTotal P+I105% OverlevyPremiumRevenuesLevy AmountYear
02/01/2026--398,933.33398,933.33418,880.00418,880.00--2024/2025
02/01/2027505,000.005.000%544,000.001,049,000.001,101,450.00-732,333.33369,116.672025/2026
02/01/2028530,000.005.000%518,750.001,048,750.001,101,187.50-732,333.33368,854.172026/2027
02/01/2029555,000.005.000%492,250.001,047,250.001,099,612.50-732,333.33367,279.172027/2028
02/01/2030585,000.005.000%464,500.001,049,500.001,101,975.00-732,333.33369,641.672028/2029
02/01/2031615,000.005.000%435,250.001,050,250.001,102,762.50-732,333.33370,429.172029/2030
02/01/2032645,000.005.000%404,500.001,049,500.001,101,975.00-732,333.33369,641.672030/2031
02/01/2033675,000.005.000%372,250.001,047,250.001,099,612.50-732,333.33367,279.172031/2032
02/01/2034710,000.005.000%338,500.001,048,500.001,100,925.00-732,333.33368,591.672032/2033
02/01/2035745,000.005.000%303,000.001,048,000.001,100,400.00-732,333.33368,066.672033/2034
EXHIBIT C
02/01/2036780,000.005.000%265,750.001,045,750.001,098,037.50-732,333.33365,704.172034/2035
02/01/2037820,000.005.000%226,750.001,046,750.001,099,087.50-732,333.33366,754.172035/2036
02/01/2038860,000.005.000%185,750.001,045,750.001,098,037.50-732,333.33365,704.172036/2037
02/01/2039905,000.005.000%142,750.001,047,750.001,100,137.50-732,333.33367,804.172037/2038
02/01/2040950,000.005.000%97,500.001,047,500.001,099,875.00-732,333.33367,541.672038/2039
Tax Levy
02/01/20411,000,000.005.000%50,000.001,050,000.001,102,500.00-732,333.33370,166.672039/2040
Total$10,880,000.00-$5,240,433.33$16,120,433.33$16,926,455.00$418,880.00$10,984,999.95$5,522,575.05-
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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 7, 2025, levying taxes for the payment of its $10,880,000 General Obligation Tax
Abatement Bonds, Series 2025A, of said municipality dated May 7, 2025, 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 _________________, 2025.
County Auditor
Olmsted County, Minnesota
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