HomeMy WebLinkAboutResolution No. 235-15 - Awarding Resolution 2015BCITY OF ROCHESTER
COUNTY OF OLMSTED
STATE OF MINNESOTA
RESOLUTION NO.
A RESOLUTION AWARDING THE SALE OF $19,805,000 GENERAL
OBLIGATION WASTE WATER REVENUE REFUNDING BONDS, SERIES 201513;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
PROVIDING FOR THEIR PAYMENT;
AND PROVIDING FOR THE REDEMPTION OF
BONDS REFUNDED THEREBY.
BE IT RESOLVED By the Common Council of the City of Rochester, Olmsted County,
Minnesota (the "City") as follows:
Section 1. Sale of Bonds.
1.01. Background; Findings. It is hereby determined that:
(a) the City is authorized by its charter and the provisions of Minnesota
Statutes, Chapter 475 (the "Act") to issue and sell its general obligation bonds to refund
outstanding bonds when determined by the Common Council to be necessary and
desirable;
(b) it is necessary and desirable that the City issue approximately $19,805,000
General Obligation Waste Water Revenue Refunding Bonds, Series 2015B (the "Bonds")
to refund in advance of maturity on June 1, 2017, the 2017 to 2026 maturities of the
General Obligation Waste Water Revenue Bonds, Series 2007A, dated February 1, 2007
("Refunded Bonds") in the principal amount of $21,830,000.
1.02. Award to the Purchaser and Interest Rates. The proposal of RBC Capital Markets,
New York, New York (the "Purchaser") to purchase $19,805,000 General Obligation Waste Water
Revenue Refunding Bonds, Series 2015B (the "Bonds") of the City described in the Terms of
Proposal is determined to be the most favorable offer and is accepted, the proposal being to
purchase the Bonds at a price of $23,571,538.03 plus accrued interest to date of delivery, for Bonds
bearing interest as follows:
Year
Interest Rate
Year
Interest Rate
2017
5.00%
2022
5.00%
2018
5.00%
2023
5.00%
2019
5.00%
2034
5.00%
2020
5.00%
2025
5.00%
2021
5.00%
2026
5.00%
460326v1 JSB RC110-52
1.03. Purchase. The 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 Administrator are
directed to execute a contract with the Purchaser on behalf of the City.
1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell
the Bonds in the total principal amount of $19,805,000 originally dated the date of delivery, in the
denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing
interest as above set forth, and maturing serially on December 1, in the years and amounts as
follows:
Year
Amount
Year
Amount
2017
$1,590,000
2022
$2,010,000
2018
1,665,000
2023
2,085,000
2019
1,750,000
2024
2,195,000
2020
1,835,000
2025
2,310,000
2021
1,920,000
2026
2,445,000
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
1.05. No Optional Redemption. The Bonds will not be subjection to prepayment in
advance of their maturity.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check
or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been 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 June 1 and December 1 of each year, commencing December 1, 2015, to the
registered owners of record as of the close of business on the fifteenth day of the immediately
preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint 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:
460326v1 JSB RC110-52 2
(a) Re ig ster. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds and
the registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney
duly authorized by the registered owner in writing, the Registrar will authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Bonds of a
like aggregate principal amount and maturity, as requested by the transferor. The Registrar
may, however, close the books for registration of any transfer after the fifteenth day of the
month preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the owner's
attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is registered in the bond register as the absolute owner of the Bond,
whether the Bond is overdue or not, for the purpose of receiving payment of, or on account
of, the principal of and interest on the Bond and for all other purposes, and payments so
made to a registered owner or upon the owner's order will be valid and effectual to satisfy
and discharge the liability upon the Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for
any tax, fee or other governmental charge required to be paid with respect to the transfer or
exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or
is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon
the payment of the reasonable expenses and charges of the Registrar in connection
460326v1 JSB RC110-52 3
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar
of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the
ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in
form, substance and amount satisfactory to it and as provided by law, in which both the City
and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be
cancelled by the Registrar and evidence of such cancellation must be given to the City. If
the mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption in accordance with its terms it is not necessary to issue a new Bond prior to
payment.
2.04. Appointment of Initial Re ig strar. The City appoints the Director of Finance of the
City as the initial Registrar. The Mayor and the Director of Finance are authorized to execute and
deliver, on behalf of the City, any contract with any successor 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 Director of Finance 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 executed on behalf of
the City by the signatures of the Mayor, and City Clerk, provided that those signatures may be
printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a
facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of a
Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same
as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will
not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution
unless and until a certificate of authentication on the Bond has been duly executed by the manual
signature of an authorized representative of the Registrar. Certificates of authentication on different
Bonds need not be signed by the same representative. The executed certificate of authentication on
a Bond is conclusive evidence that it has been authenticated and delivered under this Resolution.
When the Bonds have been so prepared, executed and authenticated, the Director of Finance will
deliver the same to the Purchaser upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds
one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such
changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon
the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
460326v1 JSB RC110-52 4
Section 3. Form of Bond and Opinion.
3.01. Form of Bond. The Bonds will be printed or typewritten in substantially the form
attached hereto as Exhibit B.
3.02. Approving Legal Opinion. The Director of Finance of the City is authorized and
directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered,
Minneapolis, Minnesota, which is to be complete except as to dating thereof and cause the opinion
to be printed on or accompany each Bond.
Section 4. Funds; Security; Escrow.
4.01. Funds and Accounts. There has heretofore been created a Sewer Revenue Fund of
the City (the "Fund"). For the convenience and proper administration of the moneys to be borrowed
and repaid on the Bonds and the Refunded Bonds, and to provide adequate and specific security for
the Purchaser and holders from time to time of the Bonds and Refunded Bonds, there is hereby
created in the Fund the following accounts to be administered and maintained by the Director of
Finance as bookkeeping accounts separate and apart from all other funds maintained in the official
financial records of the City. The accounts will be maintained in the manner herein specified until
all of the Refunded Bonds have been paid and until all of the Bonds and the interest thereon will
have been fully paid. There will be maintained in the Fund two separate accounts, to be designated
the Escrow Account and the Debt Service Account.
(a) Escrow Account. The Escrow Account will be maintained as an Escrow
Account (the "Escrow Account") with U.S. Bank National Association in St. Paul,
Minnesota, which is a suitable financial institution within the State, whose deposits are
insured by the Federal Deposit Insurance Corporation, whose combined capital and surplus
is not less than $500,000 and said financial institution is hereby designated escrow agent
(the "Escrow Agent") for the Escrow Account. All proceeds of the sale of the Bonds (less
amounts deposited in the Debt Service Account under Section 4.01(b)) will be received by
the Escrow Agent and applied (less amounts used to pay costs of issuance) to fund the
Escrow Account. Such net proceeds are hereby irrevocably pledged and appropriated to the
Escrow Account, together with all investment earnings thereon. The Escrow Account will
be invested in securities maturing or callable at the option of the holder on such dates and
bearing interest at such rates as will be required to provide sufficient funds, together with
any cash or other funds retained in the Escrow Account, to pay when due the interest to
accrue on each Bond to and including February 1, 2017 (the "Redemption Date"), and to
pay when due on the Redemption Date the principal amount of each of the Refunded Bonds.
From the Escrow Account there will be paid (i) all interest paid on, or to be paid on, or to
accrue on, the Bonds to and including the Redemption Date, and (ii) the principal of the
Refunded Bonds due by reason of redemption on the Redemption Date. The Escrow
Account will be irrevocably appropriated to the payment of the principal of and interest on
the Bonds until the proceeds of the Bonds therein are applied to prepayment of the Refunded
Bonds. The moneys in the Escrow Account will be used solely for the purposes herein set
forth and for no other purpose, except that any surplus in the Escrow Account may be
remitted to the City, all in accordance with the Escrow Agreement (hereafter defined) by
460326v1 JSB RC110-52 5
and between the City and the Escrow Agent. Any moneys remitted to the City upon
termination of the Escrow Agreement will be deposited in the Debt Service Account.
(b) Debt Service Account. To the Debt Service Account there is hereby pledged
and irrevocably appropriated and there will be credited: (i) any balance remitted to the City
upon the termination of the Escrow Agreement; (ii) any balance remaining on June 2, 2017,
in the Debt Service Fund created by the Common Council resolution authorizing the
issuance and sale of the Refunded Bonds (the "Prior Resolution") , (iii) the Net Revenues
(as such term is defined in the Prior Resolution) of the waste water utility in an amount,
together with other funds which may herein or hereafter from time to time be appropriated
to the account, sufficient to meet the requirements of Minnesota Statutes, Section 475.61,
for the payment of the principal and interest of this issue, (iv) any taxes which may hereafter
be levied in the event that the net revenues and other funds herein pledged to the payment
of the principal and interest of the Bonds are insufficient therefore, (v) all investment
earnings on funds in the Debt Service Account; (vi) any accrued interest received upon
delivery of the Bonds, and any other proceeds of the Bonds to the extent not required to fund
the Escrow Account; and (vii) any and all other moneys which are properly available and
are appropriated by the Common Council to the Debt Service Account. The amount of any
surplus remaining in the Debt Service Account when the Bonds and interest thereon are paid
will be used as provided in Section 475.61, Subdivision 4 of the Act.
4.02. Findings. It is hereby found and determined that based upon information presently
available from the City's financial advisers, the issuance of the Bonds will result in a reduction of
debt service cost to the City on the Refunded Bonds, such that the present value of such debt service
or interest cost savings (the "Reduction") is at least 3.00% of the debt service on the Refunded
Bonds. The Reduction, after the inclusion of all authorized expenses of refunding in the
computation of the effective interest rate on the Bonds, is adequate to authorize the issuance of the
Bonds as provided by Minnesota Statutes, Section 475.67, Subdivisions 12 and 13.
4.03. Investment of Funds. Moneys in the Debt Service Account will be used solely to
pay the principal of and interest on the Bonds or any other bonds hereafter issued and made payable
from the Fund. No portion of the proceeds of the Bonds will be used directly or indirectly to
acquire higher yielding investments or to replace funds which were used directly or indirectly to
acquire higher yielding investments, except (i) for a reasonable temporary period until such
proceeds are needed for the purpose for which the Bonds were issued, and (ii) in addition to the
above, in an amount not greater than the lesser of 5% of the proceeds of the Bonds or $100,000. To
this effect, any proceeds of the Bonds and any sums from time to time held in the Fund (or any other
City account which will be used to pay principal and interest to become due on the Bonds) in excess
of amounts which under the applicable federal arbitrage regulations may be invested without regard
as to yield will not be invested at a yield in excess of the applicable yield restrictions imposed by the
arbitrage regulations on such investments after taking into account any applicable temporary periods
or minor portion made available under the federal arbitrage regulations. In addition, the proceeds of
the Bonds and money in the Fund will not be invested in obligations or deposits issued by,
guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the
extent that such investment would cause the Bonds to be federally guaranteed within the meaning of
Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code").
460326v1 JSB RC110-52 6
4.04. General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers
of the City shall be and are irrevocably pledged. If the Net Revenues of the waste water utility
system appropriated and pledged to the payment of principal and interest on the Bonds, together
with other funds irrevocably appropriated to the Debt Service Account herein established, shall at
any time be insufficient to pay such principal and interest when due, the City covenants and agrees
to levy, without limitation as to rate or amount an ad valorem tax upon all taxable property in the
City sufficient to pay such principal and interest as it becomes due. If the balance in the Debt
Service Account is ever insufficient to pay all principal and interest then due on the Bonds payable
therefrom, the deficiency shall be promptly paid out of any other accounts of the City which are
available for such purpose, and such other funds may be reimbursed without interest from the Debt
Service Account when a sufficient balance is available therein..
4.05 Sufficiency of Net Revenues. It is hereby found, determined and declared that the
Net Revenues of the waste water utility system are sufficient in amount to pay when due the
principal of and interest on the Bonds herein authorized, and the Net Revenues of the waste water
utility system are hereby pledged for the payment of the Bonds and shall be applied for that
purpose, but solely to the extent required to meet the principal and interest requirements of this issue
as the same become due. Excess Net Revenues may be used for any proper purpose. Nothing
contained herein shall be deemed to preclude the City from making further pledges and
appropriations of the Net Revenues of the waste water utility system for the payment of other or
additional obligations of the City, provided that it has first been determined by the Common
Council that the estimated Net Revenues of the waste water utility system will be sufficient in
addition to all other sources, for the payment of the Bonds heretofore authorized and made payable
from such Net Revenues, and such additional obligations and any such pledge and appropriation of
the Net Revenues may be made superior or subordinate to, or on a parity with the pledge and
appropriation herein.
4.06 Excess Net Revenues. Net Revenues in excess of those required for the foregoing
may be used for any proper purpose.
4.07 Covenant to Maintain Rates and Charges. In accordance with Minnesota Statutes,
Section 444.075, the City hereby covenants and agrees with the holders of the Bonds that it will
impose and collect charges for the service, use, availability and connection to the waste water utility
system at the times and in the amounts required to produce Net Revenues adequate to pay all
principal and interest when due on the Bonds.
4.08 Coverage Test. The Net Revenues are such that if collected in full they, together
with all other funds herein pledged for the payment of the Bonds, will produce at least 5% in excess
of the amount needed to meet when due the principal and interest payments on the Bonds.
4.09. Filing. The City Clerk is authorized and directed to file a certified copy of this
resolution with the County Auditor of Olmsted County and to obtain the certificate required by
Section 475.63 of the Act.
460326v1 JSB RC110-52 7
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01. Deposit of Funds. As of the date of delivery of and payment for the Bonds proceeds
of the Bonds, plus accrued interest on the Bonds less necessary expenses of the issuance of the
Bonds (the "Proceeds"), are hereby pledged and appropriated and will be deposited in the Escrow
Account. Proceeds of the Bonds in excess of amount needed to fund the Escrow Account and pay
costs of issuance are appropriated to the Debt Service Account in accordance with Section 4.01(b).
5.02. Payment of Bonds and Refunded Bonds. It is hereby found and determined that
money available and appropriated to the Escrow Account will be sufficient, together with the
permitted earnings on the investment of the Escrow Account, to pay principal of and interest on the
Bonds through the Redemption Date, and to pay at maturity or redemption all of the principal of and
redemption premium (if any) on the Refunded Bonds maturing after the Redemption Date.
5.03. Permitted Investments. Securities purchased from the monies in the Escrow
Account will be limited to securities specified in Section 475.67, Subdivision 8 of the Act. The
Escrow Agent, as agent for the City is hereby authorized and directed to purchase for and on behalf
of the City and in its name, appropriate securities to fund the Escrow Account. Upon the issuance
and delivery of the Bonds, the securities so purchased will be deposited with the Escrow Agent and
held pursuant to the terms of the Escrow Agreement and the Resolution.
5.04. Notice of Redemption. The Refunded Bonds maturing on December 1, 2017 and
thereafter will be redeemed and prepaid on June 1, 2017, the Redemption Date. The Refunded
Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the
terms and conditions set forth in the form of Notice of Call for Redemption attached as EXHIBIT C
to the Escrow Agreement (defined below) which terms and conditions are hereby approved and
incorporated herein by reference. The Registrar for the Refunded Bonds is authorized and directed
to send a copy of the Notice of Redemption, as appropriate, to each registered holder of the
Refunded Bonds.
5.05. Escrow Agreement. On or prior to the delivery of the Refunding Bonds, the Mayor
and City Clerk are hereby authorized and directed to execute on behalf of the City an escrow
agreement (the "Escrow Agreement") with the Escrow Agent in substantially the form now on file
with the Director of Finance. All essential terms and conditions of the Escrow Agreement including
payment by the City of reasonable charges for the services of the Escrow Agent, are hereby
approved and adopted and made a part of this resolution, and the City covenants that it will
promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent.
Section 6. Authentication of Transcript.
6.01. 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
460326v1 JSB RC110-52 8
control, relating to the validity and marketability of the Bonds, and such instruments, including any
heretofore furnished, will be deemed representations of the City as to the facts stated therein.
6.02. Certificate as to Official Statement. The Mayor and City Clerk are hereby
authorized and directed to certify that they have examined the Official Statement prepared and
circulated in connection with the issuance and sale of the Bonds and that to the best of their
knowledge and belief the Official Statement is a complete and accurate representation of the facts
and representations made therein as of the date of the Official Statement.
Section 7. Tax Covenant.
7.01. 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.
7.02. 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 requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater than the yield on the Bonds and the
rebate of excess investment earnings to the United States.
7.03 No Designation of Qualified Tax -Exempt Obligations. The Bonds have not been
designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code.
7.04. Not Private Activity Bonds. The City further covenants not to use the proceeds of
the Bonds or to cause or permit the facilities financed by the Refunded Bonds 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.
Without limitation of the foregoing, the City shall not enter into any lease, use agreement,
management or operation contract or other agreement respecting the facilities financed by the
Refunded Bonds or any portion thereof which would adversely affect the exemption from federal
income tax of the interest on the Bonds, taking into account and observing the requirements of
Revenue Procedure 97-13 of the Internal Revenue Service and any similar or other applicable
revenue procedures or guidelines relating to management contracts and service contracts involving
facilities financed with tax-exempt obligations.
460326v1 JSB RC110-52 9
Section 8. Book -Entry System; Limited Obligation of City.
8.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten
or printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon
initial issuance, the ownership of each such Bond will be registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns ("DTC"). Except as provided in this section, all of
the outstanding Bonds will be registered in the registration books kept by the Registrar in the name
of Cede & Co., as nominee of DTC.
8.02. 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 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
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 Director of Finance will promptly deliver a copy of the same
to the Registrar and Paying Agent.
8.03. 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.
8.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interest, in
460326v1 JSB RC110-52 10
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.
8.05. 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 9. Continuing Disclosure.
9.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City
hereby covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution,
failure of the City to comply with the Continuing Disclosure Certificate is not to be considered
an event of default with respect to the Bonds; however, any Bondholder may take such actions as
may be necessary and appropriate, including seeking mandate or specific performance by court
order, to cause the City to comply with its obligations under this section.
9.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure
Certificate" means that certain Continuing Disclosure Certificate hereby authorized to executed
by the Mayor and City Clerk as it may be amended from time to time in accordance with the
terms thereof.
Section 10. Defeasance.
10.01. Defeasance. When all Bonds and all interest thereon, have been discharged as
provided in this section, all pledges, covenants and other rights granted by this resolution to the
holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the
prompt and full payment of the principal of and interest on the Bonds will remain in full force and
effect. The City may discharge all Bonds which are due on any date by depositing with the
Registrar on or before that date a sum sufficient for the payment thereof in full. 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.
460326v1 JSB RC110-52 11
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER,
MINNESOTA, THIS 18TH DAY OF MAY, 2015.
CITY CLERK
Approved this 18th day of May, 2015
(Seal of the City of
Rochester, Minnesota)
PRESIDENT OF SAID COMMON COUNCIL
MAYOR OF SAID CITY
460326v1 JSB RC110-52 12
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 $19,805,000 General Obligation Waste Water Revenue Refunding Bonds, Series 2015B 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 moved the adoption of the Resolution, which
motion was seconded by Councilmember . A vote being taken
on the motion, the following members of the Council voted in favor of the Resolution:
and the following voted against the same:
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
day of May, 2015.
City Clerk
City of Rochester, Minnesota
460326v1 JSB RC110-52
EXHIBIT A
PROPOSALS
Springsted
Springsted Incorporated
380 Jackson Street, Suite 300
Saint Paul, MN 55101-2887
Tel: 651-223-3000
Fax 651-223-3002
Email: advisors@springsted.com
vAw.springsted.com
$21,545,000(a)
CITY OF ROCHESTER, MINNESOTA
GENERAL OBLIGATION WASTE WATER REVENUE REFUNDING BONDS, SERIES 2015B
(BOOK ENTRY ONLY)
AWARD: RBC CAPITAL MARKETS, LLC
SALE: May 18, 2015 Moody s Rating: Aaa
Standard & Poor's Rating: AAA
Interest
Net Interest
True Interest
Bidder
Rates
Price
Cost
Rate
RBC CAPITAL MARKETS, LLC
5.00%
2017-2026
$25,587,736.90(b)
$3,692,502.68(b)
2.1350%(b)
PIPER JAFFRAY & CO.
3.00%
2017-2020
$24,616,486.75
$3,656,319.49
2.1534%
5.00%
2021-2022
3.00%
2023
5.00%
2024-2026
J.P. MORGAN SECURITIES LLC
4.00%
2017
$25,189,016.14
$3,762,148.44
2.2017%
ACADEMY SECURITIES
5.00%
2018-2025
4.00%
2026
CITIGROUP GLOBAL MARKETS, INC.
5.00%
2017-2026
$25,455,004.55
$3,825,235.03
2.2193%
(a) Subsequent to bid opening, the issue size decreased from $21,545,000 to $19,805,000.
(b) Subsequent to bid opening, the price, net interest cost, and true interest rate have changed to $23,571,538.03, $3,505,826.55) and
2.1548%, respectively.
Public Sector Advisors
460326vl JSB RC110-52 A_ 1
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
ROBERT W. BAIRD & COMPANY,
5.00% 2017-2019
INCORPORATED
3.00% 2020
C.L. KING & ASSOCIATES
5.00% 2021-2022
CRONIN & COMPANY, INC.
3.00% 2023
FIDELITY CAPITAL MARKETS SERVICES
5.00% 2024-2026
EDWARD D. JONES & COMPANY
WNJ CAPITAL
LOOP CAPITAL MARKETS, LLC
ROSS, SINCLAIRE & ASSOCIATES, LLC
CREWS & ASSOCIATES
INCAPITAL, LLC
CASTLEOAK SECURITIES, L.P.
DAVENPORT & COMPANY LLC
NORTHLAND SECURITIES, INC.
DUNCAN-WILLIAMS, INC.
WEDBUSH SECURITIES INC.
DOUGHERTY & COMPANY LLC
OPPENHEIMER & CO. INC.
BERNARDI SECURITIES, INCORPORATED
IFS SECURITIES
SIERRA PACIFIC SECURITIES
ALAMO CAPITAL
BNYMELLON CAPITAL MARKETS
WAYNE HUMMER INVESTMENTS LLC
$24,900,548.06 $3,781,795.69 2.2228%
RAYMOND JAMES & ASSOCIATES, INC. 5.00% 2017-2026 $25,378,596.95 $3,901,642.63 2.2681%
MORGAN STANLEY & CO. INC.
JEFFERIES & COMPANY, INC.
FTN FINANCIAL CAPITAL MARKETS
RAMIREZ & CO.
WELLS FARGO BANK,
5.00% 2017-2026
$25,279,051.25 $4,001,188.33 2.3319%
NATIONAL ASSOCIATION
------------------------------------------------------------------------------------------------------------------------------------------------------------------
REOFFERING SCHEDULE OF
THE PURCHASER
Rate
Year
Yield
5.00%
2017
0.91 %
5.00%
2018
1.21%
5.00%
2019
1.42%
5.00%
2020
1.62%
5.00%
2021
1.84%
5.00%
2022
2.00%
5.00%
2023
2.16%
5.00%
2024
2.30%
5.00%
2025
2.42%
5.00%
2026
2.55%
BBI: 3.74%
Average Maturity: 7.181 Years
460326vl JSB RC110-52 A_2
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF OLMSTED
CITY OF ROCHESTER
GENERAL OBLIGATION WASTE WATER REVENUE REFUNDING BOND,
SERIES 2015B
Date of
Rate Maturity Original Issue CUSIP
120 June , 2015
Registered Owner: Cede & Co.
The City of Rochester, Minnesota, a duly organized and existing municipal corporation in
Olmsted County, Minnesota (the "City"), acknowledges itself to be indebted and for value received
promises to pay to the Registered Owner specified above or registered assigns, the principal sum set
forth above on the maturity date specified above, with interest thereon from the date hereof at the
annual rate specified above, payable June 1 and December 1 in each year, commencing
December 1, 2015, to the person in whose name this Bond is registered at the close of business on
the fifteenth 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 the Director of Finance, Rochester,
Minnesota, 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 Bonds of this issue will not be subject to prepayment in advance of their maturity.
This Bond is one of an issue in the aggregate principal amount of $19,805,000 all of like
original issue date and tenor, except as to number, maturity date, interest rate and denomination,
all issued pursuant to a resolution adopted by the Common Council on May 18, 2015
(the "Resolution"), for the purpose of providing money for a crossover advance refunding of
callable maturities of the City's General Obligation Waste Water Revenue Bonds, Series 2007A
pursuant to and in full conformity with the Constitution, the Charter of the City and the laws of
the State of Minnesota, including Minnesota Statutes, Section 475.67. This Bond is payable
460326v1 JSB RC110-52 B-1
from the Escrow Account and the Debt Service Account of the Sewer Revenue Fund of the City.
The full faith and credit of the City are irrevocably pledged for payment of this Bond and the
City Council has obligated itself to levy ad valorem taxes on all taxable property in the City
without limitation as to rate or amount to pay the principal and interest on this Bond. 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.
These Bonds have not been designated as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution, laws of the State of Minnesota and the Charter of
the City to be done, to exist, to happen and to be performed, have been done, have happened and
been performed, in regular and due form, time and manner as required by law; that the City has
covenanted and agreed with the holders of the Bonds that it will impose and collect charges for the
service, use and availability of its waste water utility at the times and in the amounts necessary to
produce net revenues adequate to pay all principal and interest then due on the Bonds; and that the
City will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property of the
City, without limitation as to rate or amount, for the years and in amount sufficient to pay the
principal and interest on the Bonds of this issue as they become due, if the net revenues from the
waste water utility and any other revenues irrevocably appropriated to the debt service account are
insufficient therefore; 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.
460326v1 JSB RC110-52 B-2
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 Clerk and has caused this Bond to be dated as of the date set forth
below.
Dated: June , 2015
CITY OF ROCHESTER, MINNESOTA
(Facsimile)
Mayor
Facsimile
Clerk
460326v1 JSB RC110-52 B-3
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
CITY OF ROCHESTER, MINNESOTA
By
Director of Finance
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common (Cust)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
TT TEN -- as joint tenants with
right of survivorship and Act . . . . . . . . . . . .
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
�mmor)
460326v1 JSB RC110-52 B-4
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.
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
460326v1 JSB RC110-52 B_5
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 Re isg tray
Cede & Co.
Federal ID 413-2555119
460326v1 JSB RC110-52 B-6
STATE OF MINNESOTA COUNTY AUDITOR'S
CERTIFICATE AS TO
COUNTY OF OLMSTED REGISTRATION
I, the undersigned County Auditor of Olmsted County, Minnesota, hereby certify that a
certified copy of a resolution adopted by the governing body of the City of Rochester, Minnesota,
on May 18, 2015, authorizing the issuance of $19,805,000 General Obligation Waste Water
Revenue Refunding Bonds, Series 2015B of said municipality dated June , 2015, has been filed
in my office and said bonds have been entered on the register of obligations in my office.
WITNESS My hand and official seal this day of , 2015.
County Auditor
Olmsted County, Minnesota
(SEAL)
460326v1 JSB RC110-52