HomeMy WebLinkAboutResolution No. 234-15 - Awarding Resolution - 2015ACITY OF ROCHESTER
COUNTY OF OLMSTED
STATE OF MINNESOTA
RESOLUTION NO.
A RESOLUTION AWARDING THE SALE OF $42,795,000 GENERAL
OBLIGATION LODGING TAX REVENUE BONDS, SERIES 2015A;
FIXING THEIR FORM AND SPECIFICATIONS
DIRECTING THEIR EXECUTION AND DELIVERY
AND PROVIDING FOR THEIR PAYMENT
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. Authorization. Pursuant to a resolution adopted April 20, 2015, the Common Council
provided preliminary approval to issue and sell its General Obligation Lodging Tax Revenue Bonds,
Series 2015A (the "Bonds"), in the proposed aggregate principal amount of $43,760,000. Proceeds of the
Bonds will be applied to the finance capital and administrative costs associated with the design,
construction, renovation, improvement, and expansion of the Mayo Civic Center Complex and related
infrastructure, including but not limited to, skyway access, lighting, parking, or landscaping (the
"Project").
1.02. Award to the Purchaser and Interest Rates. The proposal of Piper Jaffray & Co.,
Minneapolis, Minnesota (the "Purchaser") to purchase the Bonds is hereby found and determined to be a
reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of
$46,177,840.26, plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows:
Year Interest Rate
Year Interest Rate
2016
5.00%
2026
5.00%
2017
5.00%
2027
4.00%
2018
5.00%
2028
3.50%
2019
5.00%
2029
3.50%
2020
5.00%
2030
3.50%
2021
5.00%
2031
3.75%
2022
5.00%
2032
3.75%
2023
5.00%
2033
3.75%
2024
5.00%
2034
3.75%
2025
2.50%
2035
3.75%
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 Clerk 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 pursuant to Laws of Minnesota 2002, Chapter 377, Article 3, Section 25 as amended by Laws of
460291vl JSB RC110-43
Minnesota 2009, Chapter 88, Article 4, Section 19, Laws of Minnesota 2010, Chapter 389 Article 5,
Section 3 and Laws of Minnesota 2013, Chapter 143, Article 8, Section 46 (the "Special Legislation") and
Minnesota Statutes, Section 475 (the "Act") in the total principal amount of $42,795,000, 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 February 1 in the years and amounts as
follows:
Year Amount
Year Amount
2016
$1,465,000
2026
$2,315,000
2017
940,000
2027
2,430,000
2018
1,045,000
2028
2,530,000
2019
1,255,000
2029
2,615,000
2020
1,380,000
2030
2,705,000
2021
1,510,000
2031
2,800,000
2022
1,650,000
2032
2,905,000
2023
1,795,000
2033
3,015,000
2024
1,950,000
2034
3,130,000
2025
2,115,000
2035
3,245,000
1.05. Optional Redemption. The City may elect on February 12025, and on any day thereafter to
prepay Bonds due on or after February 1, 2026. 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, 2016 to the registered owners of record thereof as of the close of business on the
fifteenth day of the immediately preceding month, whether or not such 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:
460291v1 JSB RC110-43
(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 15"' 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 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
460291v1 JSB RC110-43
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, notice thereof
identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the
redemption notice by first class mail (postage prepaid) 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 the Director of Finance of the City, 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 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 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 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 City Clerk 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 EXHIBIT B attached hereto 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.
Section 3. Form of Bond, Legal Opinion.
3.01. Form of Bond. The Bonds will be printed or typewritten in substantially the form as
attached hereto as EXHIBIT B.
460291v1 JSB RC110-43
3.02. Approving Legal Opinion. The City Clerk 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. Payment; Accounts, Security, Pledges and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the Lodging Tax Revenue Bonds,
Series 2015A Debt Service Fund (the "Debt Service Fund") hereby created, and the revenues generated by
the Lodging Tax (defined below) are hereby pledged 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 Director of Finance will pay such principal or interest from the general fund of the City, and the
general fund will be reimbursed for those advances out of the revenues generated by the Lodging Tax, when
collected. There is appropriated to the Debt Service Fund (i) capitalized interest financed from Bond
proceeds, if any; (ii) any amount over the minimum purchase price of the Bonds paid by the Purchaser, to the
extent designated for deposit in the Debt Service Fund in accordance with Section 1.03; and (iii) the accrued
interest paid by the Purchaser upon closing and delivery of the Bonds, if any.
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
fund of the City (the "Construction Fund"). Amounts in the Construction Fund will be disbursed solely to
pay costs of the Project and costs of issuance of the Bonds. Any balance remaining in the Construction
Fund after completion of the Project may be used for any other public use authorized by the Special
Legislation or credited to the Debt Service Fund.
4.03. Debt Service Coverage. Pursuant to Subdivision 1 of the Special Legislation, the City may
impose a lodging tax (the "Lodging Tax"). The revenues received from the Lodging Tax are hereby pledged
to the payment of the principal of and interest on the Bonds. It is determined that the estimated revenues of
the Lodging Tax authorized by the Special Legislation for the payment of principal and interest on 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 and that no tax levy is needed at this time.
4.04. Registration of Resolution. The City Clerk is authorized and directed to file a certified
copy of this resolution with the County Auditor and to obtain the certificate required by Minnesota Statutes,
Section 475.63.
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, will be deemed
representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor, City Clerk, and Director of Finance are
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
460291v1 JSB RC110-43
Official Statement is a complete and accurate representation of the facts and representations made therein as
of the date of the Official Statement.
5.03. Other Certificates. The Mayor and City Clerk 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 and the City Clerk shall also execute and
deliver to the Purchaser a suitable certificate as to absence of material litigation, and the City Clerk shall
also execute and deliver a certificate as to payment for and delivery of the Bonds.
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.
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 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.
6.03 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.
6.04. 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-EntrySystem, 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
460291v1 JSB RC110-43 6
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 City Clerk 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
Clerk 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. Execution of Continuing Disclosure Certificate. For purposes of this Section,
"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.
460291vl JSB RC110-43
8.02. 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.
Section 9. 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.
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460291vl JSB RC110-43
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER,
MINNESOTA, THIS 18TH DAY OF MAY, 2015.
PRESIDENT OF SAID COMMON COUNCIL
CITY CLERK
Approved this 18th day of May, 2015
(Seal of the City of
Rochester, Minnesota)
MAYOR OF SAID CITY
460291vl JSB RC110-43
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
$42,795,000 General Obligation Lodging Tax Revenue Bonds, Series 2015A 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 Campion moved the adoption of the
Resolution, which motion was seconded by Councilmember Hickey A vote
being taken on the motion, the following members of the Council voted in favor of the Resolution:
All
and the following voted against the same:
None
Whereupon said Resolution was declared duly passed and adopted. The Resolution is in full force and
effect and no action has been taken by the Council which would in any way alter or amend the
Resolution.
WITNESS MY HAND officially as the City Clerk of the City of Rochester, Minnesota, this 19 day
of May, 2015.
City Clerk
City of Rochester, Minnesota
460291v1 JSB RC110-43
STATE OF MINNESOTA CERTIFICATE OF COUNTY
AUDITOR AS TO REGISTRATION
COUNTY OF OLMSTED WHERE NO AD VALOREM TAX LEVY
I, the undersigned County Auditor of Olmsted County, Minnesota, hereby certify that a resolution
adopted by the Common Council of the City of Rochester, Minnesota (the "City"), on May 18, 2015,
relating to the City's General Obligation Lodging Tax Revenue Bonds, Series 2015A, in the aggregate
principal amount of $42,795,000, dated June , 2015, has been filed in my office and said obligations
have been registered on the register of obligations in my office.
WITNESS My hand and official seal this day of May, 2015.
County Auditor
Olmsted County, Minnesota
(SEAL)
By
Deputy
460291vl JSB RC110-43
EXHIBIT A
PROPOSALS
El 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
www.springsted.com
$43,760,000(a)
CITY OF ROCHESTER, MINNESOTA
GENERAL OBLIGATION LODGING TAX REVENUE BONDS, SERIES 2015A
(BOOK ENTRY ONLY)
AWARD:
PIPER JAFFRAY & CO.
SALE:
May 18, 2015
Moody's Rating: Aaa
Standard & Poor's Rating: AAA
Interest
Net Interest
True Interest
Bidder
Rates
Price
Cost
Rate
PIPER JAFFRAY & CO.
5.00%
2016-2024
$47,211,133.14(b)
$16,683,627.80(b)
3.0771%(b)
2.50%
2025
5.00%
2026
4.00%
2027
3.50%
2028-2030
3.75%
2031-2035
J.P. MORGAN SECURITIES LLC
5.00%
2016
$47,377,104.64
$16,781,712.55
3.0890%
ACADEMY SECURITIES
4.00%
2017
5.00%
2018-2024
2.50%
2025
5.00%
2026-2027
3.50%
2028-2030
3.75%
2031-2035
RBC CAPITAL MARKETS, LLC
5.00%
2016-2024
$46,945,810.30
$16,700,325.64
3.0896%
2.50%
2025
4.00%
2026-2027
3.50%
2028-2030
3.75%
2031-2035
CITIGROUP GLOBAL MARKETS, INC.
5.00%
2016-2024
$47,372,597.50
$16,805,232.19
3.0942%
2.50%
2025
5.00%
2026-2027
3.50%
2028-2030
3.375%
2031-2035
(a) Subsequent to bid opening, the issue size decreased from $43, 760,000 to $42, 795, 000.
(b) Subsequent to bid opening, the price, net interest cost, and true interest rate have changed to $46,177, 840.26, $16,556,570.68, and
3.0820%, respectively.
Public Sector Advisors
460291vl JSB RC110-43 A_ 1
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
WELLS FARGO BANK, 5.00% 2016-2027 $48,037,145.65
NATIONAL ASSOCIATION 4.00% 2028-2033
3.50% 2034
3.625% 2035
$17,322,319.98 3.1663%
ROBERT W. BAIRD & COMPANY,
5.00%
2016 $45,593,280.89 $17,443,684.74 3.2853%
INCORPORATED
2.00%
2017-2018
C.L. KING & ASSOCIATES
5.00%
2019-2020
CRONIN & COMPANY, INC.
4.00%
2021
FIDELITY CAPITAL MARKETS SERVICES
5.00%
2022-2024
EDWARD D. JONES & COMPANY
2.50%
2025
WNJ CAPITAL
4.00%
2026-2027
LOOP CAPITAL MARKETS, LLC
3.00%
2028
ROSS, SINCLAIRE & ASSOCIATES, LLC
3.125%
2029
CREWS & ASSOCIATES
4.00%
2030
INCAPITAL, LLC
3.25%
2031
CASTLEOAK SECURITIES, L.P.
4.00%
2032-2033
DAVENPORT & COMPANY LLC
3.50%
2034-2035
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
RAYMOND JAMES & ASSOCIATES, INC.
5.00%
2016-2026 $46,499,368.40 $17,616,209.73 3.2865%
MORGAN STANLEY & CO. INC.
3.00%
2027-2029
JEFFERIES & COMPANY, INC.
4.00%
2030-2033
FTN FINANCIAL CAPITAL MARKETS
3.50%
2034
RAM IREZ & CO.
3.625%
2035
460291vl JSB RC110-43 A_2
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Year
Yield
5.00%
2016
0.35%
5.00%
2017
0.63%
5.00%
2018
1.00%
5.00%
2019
1.25%
5.00%
2020
1.46%
5.00%
2021
1.70%
5.00%
2022
1.89%
5.00%
2023
2.06%
5.00%
2024
2.22%
2.50%
2025
2.38%
5.00%
2026
2.48%
4.00%
2027
2.70%
3.50%
2028
3.05%
3.50%
2029
3.13%
3.50%
2030
3.21 %
3.75%
2031
3.27%
3.75%
2032
3.33%
3.75%
2033
3.37%
3.75%
2034
3.41 %
3.75%
2035
3.45%
BBI: 3.74%
Average Maturity: 11.841 Years
460291vl JSB RC110-43 A_3
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF OLMSTED
CITY OF ROCHESTER
GENERAL OBLIGATION LODGING TAX REVENUE BOND
SERIES 2015A
Date of
Rate Maturity Original Issue CUSIP
February 1, 20 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 hereby promises to
pay to the Registered Owner specified above or registered assigns, the principal sum of $42,795,000 on the
maturity date specified above, with interest thereon from the date hereof at the annual rate specified above,
payable February 1 and August 1 in each year, commencing February 1, 2016, 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 City may elect on February 1, 2025, and on any day thereafter to prepay Bonds due on or after
February 1, 2026. 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.
This Bond is one of an issue in the aggregate principal amount of $42,795,000 all of like original
issue date and tenor, except as to number, amount, maturity date, redemption privilege, and interest rate, all
issued pursuant to a resolution adopted by the Common Council on May 18, 2015 (the "Resolution"), for the
purpose of providing money to finance capital and administrative costs associated with the design,
construction, renovation, improvement, and expansion of the Mayo Civic Center Complex and related
infrastructure, including but not limited to, skyway access, lighting, parking, or landscaping, pursuant to and
in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes,
Chapter 475, and Laws of Minnesota 2002, Chapter 377, Article 3, Section 25 as amended by Laws of
Minnesota 2009, Chapter 88, Article 4, Section 19, Laws of Minnesota 2010, Chapter 389 Article 5, Section
3 and Laws of Minnesota 2013, Chapter 143, Article 8, Section 46 (the "Special Legislation"). The principal
460291v1 JSB RC110-43 B-1
hereof and interest hereon are payable primarily from net revenues received from lodging taxes authorized by
the Special Legislation, 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 ad valorem taxes on all taxable property in the
City in the event of any deficiency, which additional 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.
The 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 Charter of the Issuer 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, 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: , 2015
CITY OF ROCHESTER,
MINNESOTA
(Facsimile) (Facsimile)
Mayor City Clerk
460291v1 JSB RC110-43 B-2
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
CITY OF ROCHESTER, MINNESOTA
Director of Finance
ABBREVIATIONS
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 in common
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(l-ust) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
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:
460291v1 JSB RC110-43 B-3
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
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
Cede & Co.
Federal ID 913-2555119
Signature of
Officer of Re ig strar
460291v1 JSB RC110-43 B-4