99-148Council File # qq - �y�
OR1GiNAL
Green Sheet # � 3 � �9
RESO�UTION
CITY OF SAIPIT PAUL, MfNNESOTA
Presented
Referted To
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
Committee: Date
ACCEPTING THE OFFER OF
THE MINNESOTA PUBLIC FACILITIES AUTHORITY TO PURCHASE
A $4,600,000 GENERAL O$LIGATION SEWER
REVENUE NOTE OF 1999,
PROVIDING FOR ITS ISSUANCE, AND AUTHORIZING
EXECUTION OF A PROJECT LOAN AGREEMENT
l0
A. WHEREAS, the City Council of the City of Saint Paul,
Minnesota (the "City"), has heretofore applied for a loan from
the Minnesota Public Facilities Authority (the "PFA"} to provide
financing pursuant to its charter and Minnesota Statutes, Chapter
475 and Sections 116.19 and 115.46, for the construction of
improvements to the City's wastewater treatment facilities,
including rehabilitation of portions of the City�s sanitary sewer
system as the first phase of a twenty-year program (which first
phase is the '�Project"); and
B. WHEREAS, the PFA is authorized pursuant to Minnesota
Statutes, Chapter 446A, as amended, to issue its bonds (the "PFZa
Sonds") and to use the proceeds thereof, together with certain
other funds, to provide loans and other assistance to
municipalities to fund eligible costs of construction'of publicly
owned wastewater treatment facilities in accordance with Title VI
of the federal Clean Water Act; and
C. WHEREAS, the City has applied for a loan from the PFA
pursuant to such program, and the PFA has committed to make a
loan to the City in the principal amount of $4,600,000, to be
disbursed and repaid in accordance with the terms of a Public
Facilities Authority Project Loan Agreement and General
Obligation Revenue Bond Purchase Agreement (Water Pollution
Control Revolving Fund) (the "Project Loan Agreement") executed
by the PFA and City, a copy of which is before this meeting and
on file with the C1erk; and the Project Loan Agreement, as
executed, is incorporated by reference; and
1021900.2
q9-14g
D. WHEREAS, the $4,600,000 General
Note of 1999 (the "Note") of the City is
addition the City will need to assure the
PFA Bonds; and
Obligation Sewer Revenue
tax-exempt, and in
tax-exemption of the
E. WHEREAS, in accordance with Minnesota Statutes, Section
475.60, Subdivision 2(4?, the City is authorized to issue
obligations to a board, department or agency of the State of
Minnesota by negotiation and without advertisement for bids and
the PFA is, and has represented that it is, a board, department
or agency of the State of Minnesota; and
F. WHEREAS, gross revenues (the "Revenues" as defined in
the City's Resolution No. 88-835, adopted May 24, 1988, being
referred to herein as the "General Resolution") of the City's
storm and sanitary sewer systems, including all piping, pumps,
valves, maintenance equipment and buildings, improvements and
real and personal property used in connection therewith, and a11
funds, accounts, contract rights, permits, authorization,
approach and intangibles related thereto (the "Sewer System"),
have been pledged to the payment of the City's Sewer Revenue
Refunding Bonds, Series 1993 (the "Bonds�'), and under the General
Resolution the pledge of Revenues to the payment of the Note is
required to be junior and subordinated to the pledge to the
Bonds; and
G. WHEREAS, the City has heretofore issued to the PFA its
General Obligation Sewer Revenue Note of 1993 (the "1993 Note"?,
General Obligation Sewer Revenue Note of 1994 (the "1994 Note"),
General Obligation Sewer Revenue Note of 1995 (the "1995 Note"},
General Obligation Sewer Revenue Note of 1996 (the "1996 Note"),
and General Obligation Sewer Revenue Note of 1997 (the "1997
Note"), and under the resolutions authorizing the issuance of the
1993 Note, 1994 Note, 1995 Note, 1996 Note and 1947 Note the
pledge of Revenues to the payment of the Note may be on a parity
of lien with the pledge to the 1993 Note, 1994 Note, 1995 Note,
1996 Note and 1997 Note; and
H. WHEREAS, a contract or contracts for the Project have
been made by the City with the approval of the PFA and all other
state and federal agencies of which approval is required:
NOW, THEREFORE, BE IT RESpLVED by the Council of the City of
Saint Pau1, Minnesota, as follows:
1. Accentance of Offer; Payment. The offer of the PFA
to purchase a$4,600,000 General Obligation Sewer Revenue Note of
1999 of the City (the °Note"), at the rates of interest herein-
after set forth, and to pay for the Note the sum of $4,600,000 as
provided below, is hereby accepted, and the sale of the Note is
hereby awarded to the PFA. Payment for the Note shall be
disbursed in installments as eligible costs of the Project are
iozisoo.z 2
q9-ti48'
1
2
3
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
reimbursed or paid, a11 as provided in the Project Loan
Agreement.
2. Title; Date; Denomination; Interest Rates;
Maturities. The Note shall be a fully registered negotiable
obligation, shall be titled the "General Obligation Sewer Revenue
Note of 1999", shall be dated as of the date of delivery and
shall be issued forthwith. The Note shall be in the principal
amount of $4,600,000, or so much thereof as shall be disbursed
pursuant to the Project Loan Agreement, shall bear no interest
until February 20, 2000, and from and after February 20, 2000,
sha11 bear interest on so much of the principal amount of the
Note as (i) may be disbursed from time to time as provided in the
Project Loan Agreement and (ii) remains unpaid, from February 20,
2000, for disbursements made on or prior to that date or from the
date of each later disbursement until the principal amount of the
Note has been paid or has been provided for, at the rate of two
and seventy-nine hundredths percent (2•790) per annum (calculated
on the basis of a 360-day year of twelve 30-day months).
Interest on the Note is payable semiannually on each February 20
and August 20, commencing August 20, 2000. Principal on the Note
shall mature on August 20 0£ the years and in the installments as
follows:
Year
2000
2001
2002
2003
2004
2005
2006
2007
20�8
2009
Amount
$175,000
180,000
185,OD0
190,000
195,000
200,000
205,000
210,000
22�,0�0
225,000
Year
2010
2011
2012
2013
2014
2015
2016
2017
2�18
2019
Amount
$230,000
235,000
245,000
250,000
255,000
265,000
270,000
280,000
29�,00�
295,000
Interest shall accrue only on the aggregate amount of
the Note which has been disbursed and is unpaid under the Project
Loan Agreement. The principal installments shall be paid in the
amounts scheduled above even if at the time of payment the full
principal amount of the Note has not been disbursed; provided
that if the full principal amount of the Note is never disbursed,
the amount of the principal not disbursed shall be applied to
reduce each unpaid principal installment in the proportion that
such installment bears to the total of a11 unpaid principal
installments (i.e., the remaining principal payment schedule
shall be reamortized to provide proportionately reduced principal
payments). Principal, interest and any premium due under the
Note will be paid on each payment date by wire payment, or by
check or draft mailed £or receipt on or prior to the payment c3ate
to the person in whose name the Note is registered, in any coin
1021900.2
a�-►�Y
or currency of the United States which at the time of payment is
legal tender for public and private debts.
Interest on the Note includes amounts treated by the
PFA as service fees.
3. Purpose; Cost. The proceeds of the Note shall
provide funds to finance construction of the Project. The
proceeds of the Note shall be deposited and used as provided in
paragraph 9. The Note is issued to aid in financing a sewage
disposal system or part thereof pursuant to Minnesota Statutes,
Section 115.46. The total cost of the construction of the
Project, including legal and other professional charges,
publication and printing costs, interest accruing on money
borrowed for the Project before the collection of Revenues
pledged and appropriated therefor, and all other costs neces-
sarily incurred and to be incurred from the inception to the
completion of the Project, is estimated to be at least equal to
the amount of the Note. The City covenants that it shall do a11
things and perform all acts required of it to assure that work on
the Project proceeds with due diligence to completion and that
any and all permits and studies required under law for the
Project are obtained.
4. Redemption. The Note shall be subject to
redemption and prepayment in whole or in part at the option of
the City. If redemption is in part, each installment of
principal shall be prepaid in the proportion that such
installment bears to the total of a11 unpaid principal
installments (i.e., the remaining principal payment schedule
shall be reamortized to provide proportionately reduced principal
payments), unless the City and the holder of the Note agree to a
different result.
5. Reaistration of Note. At the time of issuance and
delivery of the Note, the officer of the City performing the
functions of the treasurer (the °Treasurer") shall register the
Note in the name of the payee in a note register which she and
her successors in office shall maintain for the purpose of
registering the ownership of the Note. The Note shall be
prepared for execution with an appropriate text and spaces for
notation of registration. The force and effect of such regis-
tration shall be as stated in the form of Note hereinafter set
forth. Payment of principal installments and interest, whether
upon redemption or otherwise, made with respect to the Note, may
be made to the registered holder thereof or to his, her or its
legal representative, without presentation or surrender of the
Note except upon the final payment thereof.
6. Form of Note. The Note, together with the
Certificate of Registration attached thereto, shall be in
substantially the following form:
iozisoo.z 4
qq-14�"
1
6
7
8
9
10
11
12
13
14
15
16
17
18
19
zo
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
i3NITED STA2'ES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
$4,600,000 GENERAL OBLIGATION
SEWER REVEN[3E NO'PE OF 1999
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Pau1, Ramsey County, Minnesota (the "City"), certifies that
it is indebted and for value received promises to pay to the
Minnesota Public Facilities Authority or the registered assign,
the principal sum of FOUR MILLION SIX HUNDRED THOUSAND DOLLARS,
or so much thereof as shall be disbursed, on August 20 of the
years and in the installments as follows:
Year
a000
2001
2002
2003
2004
2005
2006
2007
20D8
2009
Amount
Year
Amount
�i�s,000
iso,000
185,000
190,000
195,000
200,0�0
205,000
210,000
220,000
225,000
zoio
2011
2012
2013
2014
2015
2016
2017
2018
2019
S2ao,000
235,000
245,000
250,000
255,000
265,00�
270,000
280,000
290,000
295,000
and to pay interest on so much of the principal amount of the
debt as (i) may be disbursed from time to time as provided in the
Project Loan Agreement (as defined below} and (ii) remains
unpaid, from fiebruary 20, 20D0, for disbursements made on or
prior to that date or from the date of each later disbursement
until the principal amount hereof is paid or has been provided
for, at the rate of zero percent (0.0%) per annum from the date
hereof until February 20, 2000, and from and after February 20,
2000, at the rate of two and seventy-nine hundredths percent
(2.790) per annum (calculated on the basis of a 360-day year of
twelve 30-day months). Interest on this Note is payable
semiannually on each February 20 and August 20, commencing August
20, 2000.
Principal and Interest Pavments. Interest shall accrue
only on the aggregate amount of this Note which has been
disbursed under the Public Facilities Authority Project Loan
Agreement and General Obligation Revenue Bond Purchase Agreement
(Water Pollution Control Revolving Fund) dated as of January 15,
1999, by and between the City and the Minnesota Public Facilities
Authority (the "Project Loan Agreement"). The principal
installments shall be paid in the amounts scheduled above even if
1021900.2
q9-14P'
at the time of payment the full principal amount of the Note has
not been disbursed; provided that if the full principal amount of
this Note is never disbursed, the amount of the principal not
disbursed shall be applied to reduce each unpaid principal
installment in the proportion that such installment bears to the
total of all unpaid principal installments (i.e., the remaining
principal payment schedule shall be reamortized to provide
proportionately reduced principal payments}. Interest on this
Note includes amounts treated by the Minnesota Public Facilities
Authority as service fees. Principal, interest and any premium
due under this Note will be paid on each payment date by wire
payment, or by check or draft mailed for receipt on or prior to
the payment date to the person in whose name this Note is
registered, in any coin or currency of the United States of
America which at the time of payment is legal tender for public
and private debts.
Redemption. This Note is subject to redemption and
prepayment in whole or in part at the option of the City. If
redemption is in part, each installment of principal shall be
prepaid in the proportion that such installment bears to the
total of all unpaid principal installments (i.e., the remaining
principal payment schedule shall be reamortized to provide
proportionately reduced principal payments), unless the City and
the holder of this Note agree to a different result.
Purpose; General Obliaation. This Note has been issued
pursuant to and in full conformity with the Constitution and laws
of the State of Minnesota for the purpose of providing money to
finance the construction of improvements to the City's wastewater
treatment facilities in the City, including the first phase of a
twenty-year program for a total rehabilitation of the sanitary
sewer system, and is payable out of the PFA Debt Service Account
of the Sewer Service Enterprise Fund of the City, to which
account have been pledged gross revenues of the City�s sewer
system remaining after certain prior uses (effectively "net
revenues'�). This Note has been issued to aid in financing a
sewage disposal system or part thereof pursuant to Minnesota
Statutes, Section 115.46. This Note constitutes a general
obligation of the City, and to provide moneys for the prompt and
full payment of said principal installments and interest when the
same become due, the full faith, credit and taxing powers of the
City have been and are hereby irrevocably pledged.
Re� stration; Transfer. This Note shall be registered
in the name of the payee on the books of the City by presenting
this Note for registration to the City's Treasurer, who will
endorse his or her name and note the date of registration
opposite the name of the payee in the certificate of registration
attached hereto. Thereafter this Note may be transferred to a
bona fide purchaser only by delivery with an assignment duly
executed by the registered owner or his, her or its legal
iousoo.z 6
q9-t4�'
representative, and the City may treat the registered owner as
the person exclusively entitled to exercise all the rights and
powers of an owner until this Note is presented with such
assignment for registration of transfer, accompanied by assurance
of the nature provided by law that the assignment is genuine and
effective, and until such transfer is registered on said books
and noted hereon by the City�s Treasurer.
Fees Upon Transfer or Loss. The Treasurer may require
paycnent of a sum su£ficient to cover any tax or other
governmental charge payable in connection with the transfer of
this Note and any legal or unusual costs regarding transfers and
lost notes.
Project Loan Agreement. The terms and conditions of
the Project Loan Agreement are incorporated herein by reference
and made a part hereof. The Project Loan Agreement may be
attached to this Note, and shall be attached to this Note if the
holder of this Note is any person other than the Minnesota Public
Facilities Authority.
Tax-Exempt Obliaation. The City intends that the
interest on this Note will be excluded from gross income for
United States income tax purposes and from both gross income and
taxable net income for State of Minnesota income tax purposes.
Not Oualified Tax-Exempt Obliaation. This Note has not
been designated by the City as a'�qualified tax-exempt
obligation" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. This Note does not
qualify for such designation.
IT IS HEREBY CERTIFIED AND RECITED that all acts,
conditions and things required by the Constitution and laws of
the State of Minnesota and the charter of the City to be done, to
happen and to be performed, precedent to and in the issuance of
this Note, have been done, have happened and have been performed,
in regular and due form, kime and manner as required by law; that
the City has covenanted and agreed with the holder of this Note
that it will impose and collect charges for the service, use and
availabiliCy of and connection to its municipal sewer system at
the times and in amounts necessary to produce net revenues
adequate to pay all principal and interest when due on this Note;
that the City will levy a direct, annual, irrepealable ad valorem
tax upon a11 of the taxable property in the City, without
limitation as to rate or amount, for the years and in amounts
sufficient to pay the installments of principal and interest on
this Note as they respectively become due, i£ the net revenues
from said municipal sewer system and any other revenues
irrevocably appropriated to said PFA Debt Service Account are
insufficient therefor; and that this Note, together with all
other debts o£ the City outstanding on the date hereof, being the
iozisoo.z 7
��
date o£ its actual issuance and delivery, does not exceed any
constitutional or statutory or charter limitation of
indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
County, Minnesota, by its City Council has caused this Note to be
executed on its behalf by the signature of its Mayor, attested by
the signature of its Clerk, and countersigned by the signature of
its Director, Office of Financial Services, and the corporate
seal of the City to be a£fixed hereto, all as of ,
1999. —
CITY OF SAINT PAUL, RAMSEY COUNTY,
MINNESOTA
Mayor
(SEAL)
Attest:
X X X
Clerk
Countersigned:
Director, Office of
Financial Services
General Obligation Sewer Revenue Note of 1999.
iozi9oo.z 8
��-���
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of
the attached Note may be made only by the registered owner or
his, her or its legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER CITY TREASURER
7
, 1999
Minnesota Public
Facilities Authority
Saint Paul, Minnesota
Federal Employer ldenti-
fication No. 41-6007162 X X X
iozisoa.z 9
°19-�`t�'
7. Execution The Note shall be executed on behalf of
the City by the signatures of its Mayor, Clerk, and Director,
Office of Financial Services, each with the effect noted on the
form of the Note, and be sealed with the seal of the City. In
the event of disability or resignation or other absence o£ any
such officer, the Note may be signed by the manual signature of
that officer who may act on behalf of such absent or disabled
officer. In case any such officer whose signature shall appear
on the Note shall cease to be such officer before the delivery of
the Note, such signature shall nevertheless be valid and
suf£icient for all purposes, the same as if he or she had
remained in office until delivery.
8. Deliverv; A_pplication of Proceeds. The Note when
so prepared and executed shall be delivered by the Director,
Office of Financial Services, to the purchaser thereof prior to
disbursements pursuant to the Project Loan Agreement, and the
purchaser shall not be obliged to see to the proper application
thereof.
9. Fund and Accounts. There has heretofore been
created (as provided in the General Resolutionl a separate fund
of the City designated the "Sewer Service Enterprise Fund" (the
"Fund"). The Fund shall be maintained in the manner specified in
the General Resolution and herein until the Bonds, and interest
thereon, have been fu11y paid, and as specified herein until the
Note and interest thereon have been fu11y paid. There shall be
maintained in the Fund, in addition to the Construction Account,
Operation and Maintenance Account, Revenue Bond Debt Service
Account, Reserve Account and Excess Investment Earnings Account
heretofore established with respect to the Bonds, the following
two (2) separate accounts which have heretofore been established
by the resolution authorizing the issuance of the 1993 Note, to
which sha11 be credited and debited al1 income and disbursements
of the Fund relating to the 1993 Note, 1994 Note, 1995 Note, 1996
Note, 1997 Note and Note as hereinafter set forth. The Treasurer
and all municipal officials and employees concerned therewith
shall establish and maintain financial records of the receipts
and disbursements of the Sewer System in accordance with this
resolution. In such records there shall be maintained accounts
of the Fund for the purposes and in the amounts as follows:
a. A"PFA Construction Account�', to which shall be
credited all proceeds received from the sale of the 1993
Note, 1994 Note, 1995 Note, 1996 No[e, 1997 Note and Note,
to separate subaccounts therein established for the various
notes. The 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997
Note and Note shall be the only sources of moneys credited
to the PFA Construction Account. It is recognized that the
sale proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996
Note, 1997 Note and Note are received in reimbursement for
costs expended on the Project and the projects funded by the
iozisoo.z 1 0
q9-44Y
1993 Note, 1994 Note, 1995 Note, 1996 Note and 1997 Note or
in direct payment of such costs, and that accordingly the
moneys need not be placed in the appropriate subaccount o£
the PFA Construction Account upon receipt but may be applied
immediately to reimburse the source from which the
expenditure was made. The moneys in the PFA Construction
Account shall be used solely for the purpose of paying for
the cost of constructing the Project and the projects funded
by the 1993 Note, 1994 Note, 1995 Note, 1996 Note and 1997
Note, as appropriate for each subaccount, including all
costs enumerated in Minnesota Statutes, Section 475.65,
provided that such moneys shall only be expended for costs
and expenses which are permitted under the Project Loan
Agreement or the Project Loan Agreements relating to the
1993 Note, 1994 Note, 1995 Note, 1996 Note and 1997 Note, as
applicable. The PFA prohibits the use of proceeds of the
1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and
Note to reimburse costs initially paid from proceeds of
other obligations of the City, such as the Bonds, unless
otherwise specifically approved. Upon completion of the
Project and the projects financed by the 1993 Note, 1994
Note, 1995 Note, 1996 Note and 1997 Note and the payment of
the costs thereof respectively, any surplus shall be
transferred to the PFA Debt Service Account.
b. A"PFA Debt Service Account", to which shall be
irrevocably appropriated, pledged and credited: (1)
Revenues (as defined in the General Resolution, and as
provided in Section 4.03(A) Sixth thereof after certain
prior uses thereof, effectively being "net revenues") in an
amount sufficient, with other moneys, to pay the principal
of, and interest on, the 1993 Note, 1994 Note, 1995 Note,
1996 Note, 1997 Note and Note when due; (2) all collections
of taxes which may hereafter be levied for the payment of
the principal of, and interest on, the 1993 Note, 1994 Note,
1995 Note, 1996 Note, 1997 Note or Note; (3) the proceeds of
any grant which by the terms of the Project Loan Agreements
relating to the 1993 Note, 1994 Note, 1995 Note and 1996
Note is required to be applied to reduction or regayment of
the 1993 Note, 1994 Note, 1995 Note or 1996 Note; (4) all
investment earnings on moneys held in the PFA Debt Service
Account; (5) any amounts transferred from the PFA
Construction Account; and (6) any other moneys which are
properly available and are appropriated by the City Council
to the PFA Debt Service Account. The moneys in said account
shall be used only to pay or prepay the principal of, and
interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note,
1997 Note and Note and any other general obligation bonds
hereafter issued and made payable from said account, and to
pay any rebate due to the United States with respect to the
Note or to the PFA Bonds in connection with the 1993 Note,
1994 Note, 1995 Note, 1996 Note, 1997 Note or Note.
iozisoo.z 1 1
qg-iyY
1
2
3
5
6
7
8
9
10
il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
c. Excess Revenues may be used for any proper purpose
to the extent provided in the General Resolution.
d. No portion of the proceeds of the Note shall 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
{1) for a reasonable temporary period until such proceeds
are needed for the purpose for which the NoCe was issued,
and (2) in addition to the above in an amount not greater
than the lesser of five percent (50) of the proceeds of the
Note or $100,000. To this effect, any proceeds of the Note
and any sums from time to time held in the PFA Construction
Account or PFA Debt Service Account (or any other City
account which will be used to pay principal or interest to
become due on the Note) in excess of amounts which under the
federal arbitrage regulations may be invested without regard
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account
any applicable '�temporary periods" or minor portion made
available under the federal arbitrage regulations. Money in
the Fund shall 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 cauae the Note to be "federally
guaranteed" within the meaning of Section 149(b) of the
federal Internal Revenue Code of 1986, as amended (the
"Code").
The City shall observe
of this resolution an
Agreement with regard
the covenants of paragraphs 16, 17 and 18
d of Articles III and VI of the Project Loan
to the Fund.
10. Coveraae Test; Pledae of Revenues: Excess
Revenues: Parity Bonds. It is hereby found, determined and
declared that the Revenues of the Sewer System are sufficient in
amount, when used in the order provided in the General
Resolution, to pay when due one hundred five percent (105°s) of
the principal o£ and interest on the Note, and the Revenues of
the Sewer System are hereby pledged for the payment of the Note
for use in the order provided in the General Resolution, but
solely to the extent required to meet, with other pledged
sources, one hundred five percent (lO5e} of the principal and
interest requirements of the Note as the same become due. Excess
Revenues may be used for any proper purpose as provided in the
General Resolution.
Nothing contained herein shall be deemed to preclude
the City from making further pledges and appropriations of the
Revenues of the Sewer System for the payment of other or
additional obligations of the City, provided that it has first
1021900.2
12
G��-���
been determined by the City Council that estimated Revenues of
the Sewer System will be suf£icient, in addition to all other
sources and when used in the order provided in the General
Resolution, for the payment of the Note and such additional
obligations, and any such pledge and appropriation o£ the
Revenues may be made superior or subordinate to, or on a parity
with, the pledge and appropriation herein. The Note is issued
pursuant to Minnesota Statutes, Section 115.46, and nothing
herein shall preclude the City from lev�ing taxes for the payment
of the Note.
Revenues are hereby pledged to the payment of the Note
for use in the order provided in the General Resolution. The
lien on Revenues securing the Note is hereby expressly made a
lien on Revenues junior and subsequent to the lien of the General
Resolution as it applies to the Bonds (as therein defined), all
as provided in Section 6.01(A) of the General Resolution. The
Note shall be paid from the Operation and Maintenance Account of
the Sewer Service Enterprise Fund as provided in Section 4.Q3(A)
Sixth of the General Resolution, and for this purpose it is
hereby found, determined and declared that the Note finances
Improvements (as defined in the General Resolution).
As provided in paragraph 10 of each of the resolutions
authorizing issuance of the 1993 Note, 1994 Note, 1995 Note, 1996
Note and 1997 Note, it is hereby found, determined and declared
that estimated revenues of the Sewer System wi11 be sufficient,
in addition to all other sources, for the payment of the 1993
Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and Note. The
pledge and appropriation of the Revenues to the payment of the
Note shall be on a parity with the pledge and appropriation to
the payment of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and
1997 Note.
11. Pledge to Produce Revenues. In accordance with
Minnesota Statutes, Section 116.14, the City hereby covenants and
agrees with the holder of the Note that it will impose and
collect charges for the service, use and availability of and
connection to the Sewer System at the times and in the amounts
required to produce Revenues adequate to pay all principal and
interest when due on the Note when used in the order provided by
the General Resolution. Nothing herein shall preclude the City
from levying taxes for the payment of the Note as permitted by
Minnesota Statutes, Section 115.46.
12. General Oblicration Pledae. The fu11 faith, credit
and taxing powers of the City shall be, and are hereby,
irrevocably pledged for the prompt and full payment of the
principal and interest on the Note as the same respectively
become due. If the Revenues of the Sewer System appropriated and
pledged to the payment of principal and interest on the Note,
together with other funds irrevocably appropriated to the PFA
io2i9oo.z 13
�9•IyY
1
2
3
5
6
7
8
9
l�
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
4�
41
42
43
44
45
46
47
48
49
SO
51
52
Debt Service Account referred to in paragraph 9 of this
resolution, 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 they become due. If the balance in the
PFA Debt Service Account is ever insufficient to pay all
principal and interest then due on the Note and any other
obligations payable therefrom, the deficiency shall be promptly
paid out of any other funds of the City which are available for
such purpose, and such other funds may be reimbursed, with or
without interest, from the PFA Debt Service Account when a
sufficient balance is available therein.
13. Certificate of Reaistration. The Director, Office
of Financial Services, is hereby directed to file a certified
copy of this resolution with the officer of Ramsey County,
Minnesota, performing the functions of the county auditor (the
'�COUnty Auditor'�), together with such other information as the
County Auditor shall require, and to obtain the County Auditor's
certificate that the Note has been entered in the County
Auditor's Bond Register.
14. Project Loan Aareement. The Project Loan
Agreement is hereby approved in substantially the form heretofore
presented to the City Council, and in the form executed is hereby
incorporated by reference and made a part of this resolution.
Each and all of the provisions of this resolution relating to the
Note are intended to be consistent with the provisions of the
Project Loan Agreement, and to the extent that any provision in
the Project Loan Agreement is in conflict with this resolution as
it relates to the Note, that provision shall control and this
resolution shall be deemed accordingly modified. The Mayor,
Clerk and Director, Office of Financial Services, are hereby
authorized and directed to execute the Project Loan Agreement.
The execution of the Project Loan Agreement by the appropriate
o£ficers sha11 be conclusive evidence of the approval of the
Project Loan Agreement in accordance with the terms hereof. The
Project Loan Agreement may be attached to the Note, and shall be
attached to the Note if the holder o£ the Note is any person
other than the PFA.
15. Records and Certificates. The officers of the
City are hereby authorized and directed to prepare and furnish to
the PFA, and to the attorneys approving the legality of the
issuance of the Note, certified copies of all proceedings and
records of the City relating to the Note and to the financial
condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts
relating to the legality and marketability of the Note as the
same appear from the books and records under their custody and
control or as otherwise known to them, and all such certified
iozisoo.z 14
�
copies, certificates and affidavits, including any heretofore
£urnished, shall be deemed representations of the City as to the
£acts recited therein.
16. Neaative Covenants as to Use ot Proceeds and
Project. The City hereby covenants not to use the proceeds of
the Note or to use the Project, or to cause or permit them to be
used, or to enter into any deferred payment arrangements for the
cost of the Project, in such a manner as to cause the Note to be
a"private activity bond" within the meaning of Sections 103 and
141 through 150 of the Code. The City reasonably expects that no
actions will be taken over the term of the Note that would cause
it to be a private activity bond, and the average term of the
Note is not longer than reasonably necessary for the governmental
purpose of the issue. The City hereby covenants not to use the
proceeds of the Note in such a manner as to cause the Note to be
a"hedge bond" within the meaning of Section 149(g) of the Code.
The City hereby covenants not to use the proceeds of
the Note or to use the Project, or to cause or permit them to be
used, or to enter into any deferred payment arrangement for the
cost of the Project, in such a manner as to cause the PFA Bonds
to be "private activity bonds" within the meaning of Sections 103
and 141 through 150 of the Code. The City reasonably expects
that it will take no actions over the term of the Note that would
cause the PFA Bonds to be private activity bonds, and the average
term of the Note is not longer than reasonably necessary for its
governmental purpose.
17. Tax-Exempt Status of the Note; Rebate: Elections.
The City shall comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Note, including
without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater
than the yield on the Note, and the rebate of excess investment
earnings to the United States.
If any elections are available now or hereafter with
respect to arbitrage or rebate matters relating to the Note, the
Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authorized and directed to
make such elections as they deem necessary, appropriate or
desirable in connection with the Note, and all such elections
shall be, and shall be deemed and treated as, elections of the
City.
18. Tax-Exempt Status of the PFA Bonds: Rebate. The
City with respect to the Note shall comply with requirements
necessary under the Code to establish and maintain the exclusion
from gross income under Section 103 of the Code of the interest
on the PFA Bonds, including without limitation (1) requirements
iozisoo.z 1 5
� -��r
relating to temporary periods for investments, (2) limitations on
amounts invested at a yield greater than the yield on the PFA
Bonds, and (3) the rebate of excess investment earnings to the
United States. The City covenants and agrees with the PFA and
holders of the Note that the investments of proceeds of the Note,
including the investment of any revenues pledged to the Note
which are considered gross proceeds of the PFA Bonds under the
applicable regulations, and accumulated sinking funds, if any,
shall be limited as to amount and yield in such manner that the
PFA Bonds shall not be arbitrage bonds within the meaning of
Section 148 of the Code and any regulations thereunder. On the
basis of the existing facts, estimates and circumstances,
including the foregoing £indings and covenants, the City hereby
certifies that it is not expected that the proceeds of the Note
will be used in such manner as to cause the PFA Bonds to be
arbitrage bonds under Section 148 of the Code and any regulations
thereunder. The Mayor, Clerk, Director, Office of Financial
Services, and Treasurer shall furnish a certificate to the PFA
embracing or based on the foregoing certification at the time o£
delivery of the Note to the PFA.
19. No Desianation of Oualified Tax-Exempt Obliqation.
The Note, together with other obligations to be issued by the
City in 1999, exceeds in amount those which may be qualified as
"qualified tax-exempt obligations" within the meaning of Section
265(b)(3) of the Code, and hence is not designated for such
purpose.
20. Resolutions Supplemented. The General Resolution
and the resolutions authorizing the issuance of the 1993 Note,
1994 Note, 1995 Note, 1996 Note and 1997 Note are hereby
supplemented to the extent necessary to give effect to the
provisions of paragraph 9 of this resolution.
21. Consent to Representation. The City hereby
consents to the representation by Briggs and Morgan, Professional
Association, which is acting as the City's bond counsel with
respect to the Note, of the PFA with respect to the PFA Bonds and
the Note as the PFA's bond counsel pursuant to a special attorney
appointment by the Attorney General of the State of Minnesota.
22. Severabilitv. If any section, paragraph or
provision of this resolution shall be held to be invalid or
unenforceable for any reason, the invalidity or unenforceability
of such section, paragraph or provision shall not affect any of
the remaining provisions of this resolution.
ionsoo.z 16
OR1G{NAL
1 23. Headinas. Headings in this resolution are
2 included for convenience of reference only and are not a part
3 hereof, and shall not limit or define the meaning of any
provision hereof.
a9•�yr
Adopted by Council: Date `t � - �� ����-
Adoption Certified by Council
By:
Approved by Mayor: Date
23
3y:
Requested by Department of:
t�/ivrarve,r�t, Sc R•i;C.t S
gy.�__=���' �YY`
Form
by City Attomey
17
q9-�yY
F��� � i o�9�
��,g��
ieY 266-8837
ON CWNCIL AGENDA BY (DA7�
ASSIGN
17, 1999 HuMSEA cort
RollfixG
ORDER
TOTAL # OF SIGNATURE PAGES _1
GREEN SHEET
osrr�rtf�rowccrort
v
� CRYATIpOEY ❑ HIYLLEPK
❑ stuwu.srnvcFSOrt ❑ q'wcw.mvi�ecro
� MVOR ❑T`ruUY
(CL1P ALL LOCAT70NS FOR SIGNATURE)
Ho ssass
:.uv_�:=:�
aitached resWUfwn accepts the offx of the Minnesota Pudic Facil'iFies Authorily (PFA) to puroFrase a 34,600,000
er Revenue Note of 1999, provide fw its issuance and aWwrize execution oF the prqed ban agreemerd.
PLANNING CAMMISSION
CIB COMMiTTEE
CIVIL SERVICE CAMMISSION
Has this persoNfirtn ever xrorketl untler a conUact fa thi5 depertmeM?
YES NO
Has this Pe�nlfittn ever been a cdf' employee7
YES NO
Cbes this PersonR�m Possess a sldll not nortnallY D�essetl M anY curteM cdY emPbY�?
YES F10
Is Mis persoNfiim a targeted ventlo(!
YES NO
3n application for $4,600,000 to the PFA has been approved by Me State. The procedure to folvx
f ihe Cify to issue a Note to the Stefe for that amoutrt. The Laan is iMerest free until Feb�uary 19, 2IX10, afui aRei
tlate bears iMerest at a rnte of 2.79% per artnum. The u�staUme� aze tor 20 years, 2�IXI thraugh 2U19.
City receives a loan trom the Sate Mat 6ears iMerest at a rate oF 2.79%, which is wEll belax market rates
The Ciry loses Me opportunity to borrow funtls from the SWte at a irnv rate, to support the Se+�e� DepaRmenCs
waste water tteatmeM projeci to rehabilitate Me san0ary sewer system.
TOTAL AMOUN7 OF TRANSACTION S sa.enaaaa
G0.4T/REVENUE BUOGETED (CIRCLE ONE)
li��IE
°UNDING SOYRC@
iNANqAL INFORMATION (E)ff1.NN)
ACTIVITY NUMBFR
{/p F � j a
Oi"+�O.ir�� �Yi `°� Y';'VP
m r }l F2 r, 8+4+3
� ..:3 i �'' :�wJ
Council File # qq - �y�
OR1GiNAL
Green Sheet # � 3 � �9
RESO�UTION
CITY OF SAIPIT PAUL, MfNNESOTA
Presented
Referted To
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
Committee: Date
ACCEPTING THE OFFER OF
THE MINNESOTA PUBLIC FACILITIES AUTHORITY TO PURCHASE
A $4,600,000 GENERAL O$LIGATION SEWER
REVENUE NOTE OF 1999,
PROVIDING FOR ITS ISSUANCE, AND AUTHORIZING
EXECUTION OF A PROJECT LOAN AGREEMENT
l0
A. WHEREAS, the City Council of the City of Saint Paul,
Minnesota (the "City"), has heretofore applied for a loan from
the Minnesota Public Facilities Authority (the "PFA"} to provide
financing pursuant to its charter and Minnesota Statutes, Chapter
475 and Sections 116.19 and 115.46, for the construction of
improvements to the City's wastewater treatment facilities,
including rehabilitation of portions of the City�s sanitary sewer
system as the first phase of a twenty-year program (which first
phase is the '�Project"); and
B. WHEREAS, the PFA is authorized pursuant to Minnesota
Statutes, Chapter 446A, as amended, to issue its bonds (the "PFZa
Sonds") and to use the proceeds thereof, together with certain
other funds, to provide loans and other assistance to
municipalities to fund eligible costs of construction'of publicly
owned wastewater treatment facilities in accordance with Title VI
of the federal Clean Water Act; and
C. WHEREAS, the City has applied for a loan from the PFA
pursuant to such program, and the PFA has committed to make a
loan to the City in the principal amount of $4,600,000, to be
disbursed and repaid in accordance with the terms of a Public
Facilities Authority Project Loan Agreement and General
Obligation Revenue Bond Purchase Agreement (Water Pollution
Control Revolving Fund) (the "Project Loan Agreement") executed
by the PFA and City, a copy of which is before this meeting and
on file with the C1erk; and the Project Loan Agreement, as
executed, is incorporated by reference; and
1021900.2
q9-14g
D. WHEREAS, the $4,600,000 General
Note of 1999 (the "Note") of the City is
addition the City will need to assure the
PFA Bonds; and
Obligation Sewer Revenue
tax-exempt, and in
tax-exemption of the
E. WHEREAS, in accordance with Minnesota Statutes, Section
475.60, Subdivision 2(4?, the City is authorized to issue
obligations to a board, department or agency of the State of
Minnesota by negotiation and without advertisement for bids and
the PFA is, and has represented that it is, a board, department
or agency of the State of Minnesota; and
F. WHEREAS, gross revenues (the "Revenues" as defined in
the City's Resolution No. 88-835, adopted May 24, 1988, being
referred to herein as the "General Resolution") of the City's
storm and sanitary sewer systems, including all piping, pumps,
valves, maintenance equipment and buildings, improvements and
real and personal property used in connection therewith, and a11
funds, accounts, contract rights, permits, authorization,
approach and intangibles related thereto (the "Sewer System"),
have been pledged to the payment of the City's Sewer Revenue
Refunding Bonds, Series 1993 (the "Bonds�'), and under the General
Resolution the pledge of Revenues to the payment of the Note is
required to be junior and subordinated to the pledge to the
Bonds; and
G. WHEREAS, the City has heretofore issued to the PFA its
General Obligation Sewer Revenue Note of 1993 (the "1993 Note"?,
General Obligation Sewer Revenue Note of 1994 (the "1994 Note"),
General Obligation Sewer Revenue Note of 1995 (the "1995 Note"},
General Obligation Sewer Revenue Note of 1996 (the "1996 Note"),
and General Obligation Sewer Revenue Note of 1997 (the "1997
Note"), and under the resolutions authorizing the issuance of the
1993 Note, 1994 Note, 1995 Note, 1996 Note and 1947 Note the
pledge of Revenues to the payment of the Note may be on a parity
of lien with the pledge to the 1993 Note, 1994 Note, 1995 Note,
1996 Note and 1997 Note; and
H. WHEREAS, a contract or contracts for the Project have
been made by the City with the approval of the PFA and all other
state and federal agencies of which approval is required:
NOW, THEREFORE, BE IT RESpLVED by the Council of the City of
Saint Pau1, Minnesota, as follows:
1. Accentance of Offer; Payment. The offer of the PFA
to purchase a$4,600,000 General Obligation Sewer Revenue Note of
1999 of the City (the °Note"), at the rates of interest herein-
after set forth, and to pay for the Note the sum of $4,600,000 as
provided below, is hereby accepted, and the sale of the Note is
hereby awarded to the PFA. Payment for the Note shall be
disbursed in installments as eligible costs of the Project are
iozisoo.z 2
q9-ti48'
1
2
3
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
reimbursed or paid, a11 as provided in the Project Loan
Agreement.
2. Title; Date; Denomination; Interest Rates;
Maturities. The Note shall be a fully registered negotiable
obligation, shall be titled the "General Obligation Sewer Revenue
Note of 1999", shall be dated as of the date of delivery and
shall be issued forthwith. The Note shall be in the principal
amount of $4,600,000, or so much thereof as shall be disbursed
pursuant to the Project Loan Agreement, shall bear no interest
until February 20, 2000, and from and after February 20, 2000,
sha11 bear interest on so much of the principal amount of the
Note as (i) may be disbursed from time to time as provided in the
Project Loan Agreement and (ii) remains unpaid, from February 20,
2000, for disbursements made on or prior to that date or from the
date of each later disbursement until the principal amount of the
Note has been paid or has been provided for, at the rate of two
and seventy-nine hundredths percent (2•790) per annum (calculated
on the basis of a 360-day year of twelve 30-day months).
Interest on the Note is payable semiannually on each February 20
and August 20, commencing August 20, 2000. Principal on the Note
shall mature on August 20 0£ the years and in the installments as
follows:
Year
2000
2001
2002
2003
2004
2005
2006
2007
20�8
2009
Amount
$175,000
180,000
185,OD0
190,000
195,000
200,000
205,000
210,000
22�,0�0
225,000
Year
2010
2011
2012
2013
2014
2015
2016
2017
2�18
2019
Amount
$230,000
235,000
245,000
250,000
255,000
265,000
270,000
280,000
29�,00�
295,000
Interest shall accrue only on the aggregate amount of
the Note which has been disbursed and is unpaid under the Project
Loan Agreement. The principal installments shall be paid in the
amounts scheduled above even if at the time of payment the full
principal amount of the Note has not been disbursed; provided
that if the full principal amount of the Note is never disbursed,
the amount of the principal not disbursed shall be applied to
reduce each unpaid principal installment in the proportion that
such installment bears to the total of a11 unpaid principal
installments (i.e., the remaining principal payment schedule
shall be reamortized to provide proportionately reduced principal
payments). Principal, interest and any premium due under the
Note will be paid on each payment date by wire payment, or by
check or draft mailed £or receipt on or prior to the payment c3ate
to the person in whose name the Note is registered, in any coin
1021900.2
a�-►�Y
or currency of the United States which at the time of payment is
legal tender for public and private debts.
Interest on the Note includes amounts treated by the
PFA as service fees.
3. Purpose; Cost. The proceeds of the Note shall
provide funds to finance construction of the Project. The
proceeds of the Note shall be deposited and used as provided in
paragraph 9. The Note is issued to aid in financing a sewage
disposal system or part thereof pursuant to Minnesota Statutes,
Section 115.46. The total cost of the construction of the
Project, including legal and other professional charges,
publication and printing costs, interest accruing on money
borrowed for the Project before the collection of Revenues
pledged and appropriated therefor, and all other costs neces-
sarily incurred and to be incurred from the inception to the
completion of the Project, is estimated to be at least equal to
the amount of the Note. The City covenants that it shall do a11
things and perform all acts required of it to assure that work on
the Project proceeds with due diligence to completion and that
any and all permits and studies required under law for the
Project are obtained.
4. Redemption. The Note shall be subject to
redemption and prepayment in whole or in part at the option of
the City. If redemption is in part, each installment of
principal shall be prepaid in the proportion that such
installment bears to the total of a11 unpaid principal
installments (i.e., the remaining principal payment schedule
shall be reamortized to provide proportionately reduced principal
payments), unless the City and the holder of the Note agree to a
different result.
5. Reaistration of Note. At the time of issuance and
delivery of the Note, the officer of the City performing the
functions of the treasurer (the °Treasurer") shall register the
Note in the name of the payee in a note register which she and
her successors in office shall maintain for the purpose of
registering the ownership of the Note. The Note shall be
prepared for execution with an appropriate text and spaces for
notation of registration. The force and effect of such regis-
tration shall be as stated in the form of Note hereinafter set
forth. Payment of principal installments and interest, whether
upon redemption or otherwise, made with respect to the Note, may
be made to the registered holder thereof or to his, her or its
legal representative, without presentation or surrender of the
Note except upon the final payment thereof.
6. Form of Note. The Note, together with the
Certificate of Registration attached thereto, shall be in
substantially the following form:
iozisoo.z 4
qq-14�"
1
6
7
8
9
10
11
12
13
14
15
16
17
18
19
zo
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
i3NITED STA2'ES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
$4,600,000 GENERAL OBLIGATION
SEWER REVEN[3E NO'PE OF 1999
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Pau1, Ramsey County, Minnesota (the "City"), certifies that
it is indebted and for value received promises to pay to the
Minnesota Public Facilities Authority or the registered assign,
the principal sum of FOUR MILLION SIX HUNDRED THOUSAND DOLLARS,
or so much thereof as shall be disbursed, on August 20 of the
years and in the installments as follows:
Year
a000
2001
2002
2003
2004
2005
2006
2007
20D8
2009
Amount
Year
Amount
�i�s,000
iso,000
185,000
190,000
195,000
200,0�0
205,000
210,000
220,000
225,000
zoio
2011
2012
2013
2014
2015
2016
2017
2018
2019
S2ao,000
235,000
245,000
250,000
255,000
265,00�
270,000
280,000
290,000
295,000
and to pay interest on so much of the principal amount of the
debt as (i) may be disbursed from time to time as provided in the
Project Loan Agreement (as defined below} and (ii) remains
unpaid, from fiebruary 20, 20D0, for disbursements made on or
prior to that date or from the date of each later disbursement
until the principal amount hereof is paid or has been provided
for, at the rate of zero percent (0.0%) per annum from the date
hereof until February 20, 2000, and from and after February 20,
2000, at the rate of two and seventy-nine hundredths percent
(2.790) per annum (calculated on the basis of a 360-day year of
twelve 30-day months). Interest on this Note is payable
semiannually on each February 20 and August 20, commencing August
20, 2000.
Principal and Interest Pavments. Interest shall accrue
only on the aggregate amount of this Note which has been
disbursed under the Public Facilities Authority Project Loan
Agreement and General Obligation Revenue Bond Purchase Agreement
(Water Pollution Control Revolving Fund) dated as of January 15,
1999, by and between the City and the Minnesota Public Facilities
Authority (the "Project Loan Agreement"). The principal
installments shall be paid in the amounts scheduled above even if
1021900.2
q9-14P'
at the time of payment the full principal amount of the Note has
not been disbursed; provided that if the full principal amount of
this Note is never disbursed, the amount of the principal not
disbursed shall be applied to reduce each unpaid principal
installment in the proportion that such installment bears to the
total of all unpaid principal installments (i.e., the remaining
principal payment schedule shall be reamortized to provide
proportionately reduced principal payments}. Interest on this
Note includes amounts treated by the Minnesota Public Facilities
Authority as service fees. Principal, interest and any premium
due under this Note will be paid on each payment date by wire
payment, or by check or draft mailed for receipt on or prior to
the payment date to the person in whose name this Note is
registered, in any coin or currency of the United States of
America which at the time of payment is legal tender for public
and private debts.
Redemption. This Note is subject to redemption and
prepayment in whole or in part at the option of the City. If
redemption is in part, each installment of principal shall be
prepaid in the proportion that such installment bears to the
total of all unpaid principal installments (i.e., the remaining
principal payment schedule shall be reamortized to provide
proportionately reduced principal payments), unless the City and
the holder of this Note agree to a different result.
Purpose; General Obliaation. This Note has been issued
pursuant to and in full conformity with the Constitution and laws
of the State of Minnesota for the purpose of providing money to
finance the construction of improvements to the City's wastewater
treatment facilities in the City, including the first phase of a
twenty-year program for a total rehabilitation of the sanitary
sewer system, and is payable out of the PFA Debt Service Account
of the Sewer Service Enterprise Fund of the City, to which
account have been pledged gross revenues of the City�s sewer
system remaining after certain prior uses (effectively "net
revenues'�). This Note has been issued to aid in financing a
sewage disposal system or part thereof pursuant to Minnesota
Statutes, Section 115.46. This Note constitutes a general
obligation of the City, and to provide moneys for the prompt and
full payment of said principal installments and interest when the
same become due, the full faith, credit and taxing powers of the
City have been and are hereby irrevocably pledged.
Re� stration; Transfer. This Note shall be registered
in the name of the payee on the books of the City by presenting
this Note for registration to the City's Treasurer, who will
endorse his or her name and note the date of registration
opposite the name of the payee in the certificate of registration
attached hereto. Thereafter this Note may be transferred to a
bona fide purchaser only by delivery with an assignment duly
executed by the registered owner or his, her or its legal
iousoo.z 6
q9-t4�'
representative, and the City may treat the registered owner as
the person exclusively entitled to exercise all the rights and
powers of an owner until this Note is presented with such
assignment for registration of transfer, accompanied by assurance
of the nature provided by law that the assignment is genuine and
effective, and until such transfer is registered on said books
and noted hereon by the City�s Treasurer.
Fees Upon Transfer or Loss. The Treasurer may require
paycnent of a sum su£ficient to cover any tax or other
governmental charge payable in connection with the transfer of
this Note and any legal or unusual costs regarding transfers and
lost notes.
Project Loan Agreement. The terms and conditions of
the Project Loan Agreement are incorporated herein by reference
and made a part hereof. The Project Loan Agreement may be
attached to this Note, and shall be attached to this Note if the
holder of this Note is any person other than the Minnesota Public
Facilities Authority.
Tax-Exempt Obliaation. The City intends that the
interest on this Note will be excluded from gross income for
United States income tax purposes and from both gross income and
taxable net income for State of Minnesota income tax purposes.
Not Oualified Tax-Exempt Obliaation. This Note has not
been designated by the City as a'�qualified tax-exempt
obligation" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. This Note does not
qualify for such designation.
IT IS HEREBY CERTIFIED AND RECITED that all acts,
conditions and things required by the Constitution and laws of
the State of Minnesota and the charter of the City to be done, to
happen and to be performed, precedent to and in the issuance of
this Note, have been done, have happened and have been performed,
in regular and due form, kime and manner as required by law; that
the City has covenanted and agreed with the holder of this Note
that it will impose and collect charges for the service, use and
availabiliCy of and connection to its municipal sewer system at
the times and in amounts necessary to produce net revenues
adequate to pay all principal and interest when due on this Note;
that the City will levy a direct, annual, irrepealable ad valorem
tax upon a11 of the taxable property in the City, without
limitation as to rate or amount, for the years and in amounts
sufficient to pay the installments of principal and interest on
this Note as they respectively become due, i£ the net revenues
from said municipal sewer system and any other revenues
irrevocably appropriated to said PFA Debt Service Account are
insufficient therefor; and that this Note, together with all
other debts o£ the City outstanding on the date hereof, being the
iozisoo.z 7
��
date o£ its actual issuance and delivery, does not exceed any
constitutional or statutory or charter limitation of
indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
County, Minnesota, by its City Council has caused this Note to be
executed on its behalf by the signature of its Mayor, attested by
the signature of its Clerk, and countersigned by the signature of
its Director, Office of Financial Services, and the corporate
seal of the City to be a£fixed hereto, all as of ,
1999. —
CITY OF SAINT PAUL, RAMSEY COUNTY,
MINNESOTA
Mayor
(SEAL)
Attest:
X X X
Clerk
Countersigned:
Director, Office of
Financial Services
General Obligation Sewer Revenue Note of 1999.
iozi9oo.z 8
��-���
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of
the attached Note may be made only by the registered owner or
his, her or its legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER CITY TREASURER
7
, 1999
Minnesota Public
Facilities Authority
Saint Paul, Minnesota
Federal Employer ldenti-
fication No. 41-6007162 X X X
iozisoa.z 9
°19-�`t�'
7. Execution The Note shall be executed on behalf of
the City by the signatures of its Mayor, Clerk, and Director,
Office of Financial Services, each with the effect noted on the
form of the Note, and be sealed with the seal of the City. In
the event of disability or resignation or other absence o£ any
such officer, the Note may be signed by the manual signature of
that officer who may act on behalf of such absent or disabled
officer. In case any such officer whose signature shall appear
on the Note shall cease to be such officer before the delivery of
the Note, such signature shall nevertheless be valid and
suf£icient for all purposes, the same as if he or she had
remained in office until delivery.
8. Deliverv; A_pplication of Proceeds. The Note when
so prepared and executed shall be delivered by the Director,
Office of Financial Services, to the purchaser thereof prior to
disbursements pursuant to the Project Loan Agreement, and the
purchaser shall not be obliged to see to the proper application
thereof.
9. Fund and Accounts. There has heretofore been
created (as provided in the General Resolutionl a separate fund
of the City designated the "Sewer Service Enterprise Fund" (the
"Fund"). The Fund shall be maintained in the manner specified in
the General Resolution and herein until the Bonds, and interest
thereon, have been fu11y paid, and as specified herein until the
Note and interest thereon have been fu11y paid. There shall be
maintained in the Fund, in addition to the Construction Account,
Operation and Maintenance Account, Revenue Bond Debt Service
Account, Reserve Account and Excess Investment Earnings Account
heretofore established with respect to the Bonds, the following
two (2) separate accounts which have heretofore been established
by the resolution authorizing the issuance of the 1993 Note, to
which sha11 be credited and debited al1 income and disbursements
of the Fund relating to the 1993 Note, 1994 Note, 1995 Note, 1996
Note, 1997 Note and Note as hereinafter set forth. The Treasurer
and all municipal officials and employees concerned therewith
shall establish and maintain financial records of the receipts
and disbursements of the Sewer System in accordance with this
resolution. In such records there shall be maintained accounts
of the Fund for the purposes and in the amounts as follows:
a. A"PFA Construction Account�', to which shall be
credited all proceeds received from the sale of the 1993
Note, 1994 Note, 1995 Note, 1996 No[e, 1997 Note and Note,
to separate subaccounts therein established for the various
notes. The 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997
Note and Note shall be the only sources of moneys credited
to the PFA Construction Account. It is recognized that the
sale proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996
Note, 1997 Note and Note are received in reimbursement for
costs expended on the Project and the projects funded by the
iozisoo.z 1 0
q9-44Y
1993 Note, 1994 Note, 1995 Note, 1996 Note and 1997 Note or
in direct payment of such costs, and that accordingly the
moneys need not be placed in the appropriate subaccount o£
the PFA Construction Account upon receipt but may be applied
immediately to reimburse the source from which the
expenditure was made. The moneys in the PFA Construction
Account shall be used solely for the purpose of paying for
the cost of constructing the Project and the projects funded
by the 1993 Note, 1994 Note, 1995 Note, 1996 Note and 1997
Note, as appropriate for each subaccount, including all
costs enumerated in Minnesota Statutes, Section 475.65,
provided that such moneys shall only be expended for costs
and expenses which are permitted under the Project Loan
Agreement or the Project Loan Agreements relating to the
1993 Note, 1994 Note, 1995 Note, 1996 Note and 1997 Note, as
applicable. The PFA prohibits the use of proceeds of the
1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and
Note to reimburse costs initially paid from proceeds of
other obligations of the City, such as the Bonds, unless
otherwise specifically approved. Upon completion of the
Project and the projects financed by the 1993 Note, 1994
Note, 1995 Note, 1996 Note and 1997 Note and the payment of
the costs thereof respectively, any surplus shall be
transferred to the PFA Debt Service Account.
b. A"PFA Debt Service Account", to which shall be
irrevocably appropriated, pledged and credited: (1)
Revenues (as defined in the General Resolution, and as
provided in Section 4.03(A) Sixth thereof after certain
prior uses thereof, effectively being "net revenues") in an
amount sufficient, with other moneys, to pay the principal
of, and interest on, the 1993 Note, 1994 Note, 1995 Note,
1996 Note, 1997 Note and Note when due; (2) all collections
of taxes which may hereafter be levied for the payment of
the principal of, and interest on, the 1993 Note, 1994 Note,
1995 Note, 1996 Note, 1997 Note or Note; (3) the proceeds of
any grant which by the terms of the Project Loan Agreements
relating to the 1993 Note, 1994 Note, 1995 Note and 1996
Note is required to be applied to reduction or regayment of
the 1993 Note, 1994 Note, 1995 Note or 1996 Note; (4) all
investment earnings on moneys held in the PFA Debt Service
Account; (5) any amounts transferred from the PFA
Construction Account; and (6) any other moneys which are
properly available and are appropriated by the City Council
to the PFA Debt Service Account. The moneys in said account
shall be used only to pay or prepay the principal of, and
interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note,
1997 Note and Note and any other general obligation bonds
hereafter issued and made payable from said account, and to
pay any rebate due to the United States with respect to the
Note or to the PFA Bonds in connection with the 1993 Note,
1994 Note, 1995 Note, 1996 Note, 1997 Note or Note.
iozisoo.z 1 1
qg-iyY
1
2
3
5
6
7
8
9
10
il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
c. Excess Revenues may be used for any proper purpose
to the extent provided in the General Resolution.
d. No portion of the proceeds of the Note shall 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
{1) for a reasonable temporary period until such proceeds
are needed for the purpose for which the NoCe was issued,
and (2) in addition to the above in an amount not greater
than the lesser of five percent (50) of the proceeds of the
Note or $100,000. To this effect, any proceeds of the Note
and any sums from time to time held in the PFA Construction
Account or PFA Debt Service Account (or any other City
account which will be used to pay principal or interest to
become due on the Note) in excess of amounts which under the
federal arbitrage regulations may be invested without regard
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account
any applicable '�temporary periods" or minor portion made
available under the federal arbitrage regulations. Money in
the Fund shall 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 cauae the Note to be "federally
guaranteed" within the meaning of Section 149(b) of the
federal Internal Revenue Code of 1986, as amended (the
"Code").
The City shall observe
of this resolution an
Agreement with regard
the covenants of paragraphs 16, 17 and 18
d of Articles III and VI of the Project Loan
to the Fund.
10. Coveraae Test; Pledae of Revenues: Excess
Revenues: Parity Bonds. It is hereby found, determined and
declared that the Revenues of the Sewer System are sufficient in
amount, when used in the order provided in the General
Resolution, to pay when due one hundred five percent (105°s) of
the principal o£ and interest on the Note, and the Revenues of
the Sewer System are hereby pledged for the payment of the Note
for use in the order provided in the General Resolution, but
solely to the extent required to meet, with other pledged
sources, one hundred five percent (lO5e} of the principal and
interest requirements of the Note as the same become due. Excess
Revenues may be used for any proper purpose as provided in the
General Resolution.
Nothing contained herein shall be deemed to preclude
the City from making further pledges and appropriations of the
Revenues of the Sewer System for the payment of other or
additional obligations of the City, provided that it has first
1021900.2
12
G��-���
been determined by the City Council that estimated Revenues of
the Sewer System will be suf£icient, in addition to all other
sources and when used in the order provided in the General
Resolution, for the payment of the Note and such additional
obligations, and any such pledge and appropriation o£ the
Revenues may be made superior or subordinate to, or on a parity
with, the pledge and appropriation herein. The Note is issued
pursuant to Minnesota Statutes, Section 115.46, and nothing
herein shall preclude the City from lev�ing taxes for the payment
of the Note.
Revenues are hereby pledged to the payment of the Note
for use in the order provided in the General Resolution. The
lien on Revenues securing the Note is hereby expressly made a
lien on Revenues junior and subsequent to the lien of the General
Resolution as it applies to the Bonds (as therein defined), all
as provided in Section 6.01(A) of the General Resolution. The
Note shall be paid from the Operation and Maintenance Account of
the Sewer Service Enterprise Fund as provided in Section 4.Q3(A)
Sixth of the General Resolution, and for this purpose it is
hereby found, determined and declared that the Note finances
Improvements (as defined in the General Resolution).
As provided in paragraph 10 of each of the resolutions
authorizing issuance of the 1993 Note, 1994 Note, 1995 Note, 1996
Note and 1997 Note, it is hereby found, determined and declared
that estimated revenues of the Sewer System wi11 be sufficient,
in addition to all other sources, for the payment of the 1993
Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and Note. The
pledge and appropriation of the Revenues to the payment of the
Note shall be on a parity with the pledge and appropriation to
the payment of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and
1997 Note.
11. Pledge to Produce Revenues. In accordance with
Minnesota Statutes, Section 116.14, the City hereby covenants and
agrees with the holder of the Note that it will impose and
collect charges for the service, use and availability of and
connection to the Sewer System at the times and in the amounts
required to produce Revenues adequate to pay all principal and
interest when due on the Note when used in the order provided by
the General Resolution. Nothing herein shall preclude the City
from levying taxes for the payment of the Note as permitted by
Minnesota Statutes, Section 115.46.
12. General Oblicration Pledae. The fu11 faith, credit
and taxing powers of the City shall be, and are hereby,
irrevocably pledged for the prompt and full payment of the
principal and interest on the Note as the same respectively
become due. If the Revenues of the Sewer System appropriated and
pledged to the payment of principal and interest on the Note,
together with other funds irrevocably appropriated to the PFA
io2i9oo.z 13
�9•IyY
1
2
3
5
6
7
8
9
l�
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
4�
41
42
43
44
45
46
47
48
49
SO
51
52
Debt Service Account referred to in paragraph 9 of this
resolution, 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 they become due. If the balance in the
PFA Debt Service Account is ever insufficient to pay all
principal and interest then due on the Note and any other
obligations payable therefrom, the deficiency shall be promptly
paid out of any other funds of the City which are available for
such purpose, and such other funds may be reimbursed, with or
without interest, from the PFA Debt Service Account when a
sufficient balance is available therein.
13. Certificate of Reaistration. The Director, Office
of Financial Services, is hereby directed to file a certified
copy of this resolution with the officer of Ramsey County,
Minnesota, performing the functions of the county auditor (the
'�COUnty Auditor'�), together with such other information as the
County Auditor shall require, and to obtain the County Auditor's
certificate that the Note has been entered in the County
Auditor's Bond Register.
14. Project Loan Aareement. The Project Loan
Agreement is hereby approved in substantially the form heretofore
presented to the City Council, and in the form executed is hereby
incorporated by reference and made a part of this resolution.
Each and all of the provisions of this resolution relating to the
Note are intended to be consistent with the provisions of the
Project Loan Agreement, and to the extent that any provision in
the Project Loan Agreement is in conflict with this resolution as
it relates to the Note, that provision shall control and this
resolution shall be deemed accordingly modified. The Mayor,
Clerk and Director, Office of Financial Services, are hereby
authorized and directed to execute the Project Loan Agreement.
The execution of the Project Loan Agreement by the appropriate
o£ficers sha11 be conclusive evidence of the approval of the
Project Loan Agreement in accordance with the terms hereof. The
Project Loan Agreement may be attached to the Note, and shall be
attached to the Note if the holder o£ the Note is any person
other than the PFA.
15. Records and Certificates. The officers of the
City are hereby authorized and directed to prepare and furnish to
the PFA, and to the attorneys approving the legality of the
issuance of the Note, certified copies of all proceedings and
records of the City relating to the Note and to the financial
condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts
relating to the legality and marketability of the Note as the
same appear from the books and records under their custody and
control or as otherwise known to them, and all such certified
iozisoo.z 14
�
copies, certificates and affidavits, including any heretofore
£urnished, shall be deemed representations of the City as to the
£acts recited therein.
16. Neaative Covenants as to Use ot Proceeds and
Project. The City hereby covenants not to use the proceeds of
the Note or to use the Project, or to cause or permit them to be
used, or to enter into any deferred payment arrangements for the
cost of the Project, in such a manner as to cause the Note to be
a"private activity bond" within the meaning of Sections 103 and
141 through 150 of the Code. The City reasonably expects that no
actions will be taken over the term of the Note that would cause
it to be a private activity bond, and the average term of the
Note is not longer than reasonably necessary for the governmental
purpose of the issue. The City hereby covenants not to use the
proceeds of the Note in such a manner as to cause the Note to be
a"hedge bond" within the meaning of Section 149(g) of the Code.
The City hereby covenants not to use the proceeds of
the Note or to use the Project, or to cause or permit them to be
used, or to enter into any deferred payment arrangement for the
cost of the Project, in such a manner as to cause the PFA Bonds
to be "private activity bonds" within the meaning of Sections 103
and 141 through 150 of the Code. The City reasonably expects
that it will take no actions over the term of the Note that would
cause the PFA Bonds to be private activity bonds, and the average
term of the Note is not longer than reasonably necessary for its
governmental purpose.
17. Tax-Exempt Status of the Note; Rebate: Elections.
The City shall comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Note, including
without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater
than the yield on the Note, and the rebate of excess investment
earnings to the United States.
If any elections are available now or hereafter with
respect to arbitrage or rebate matters relating to the Note, the
Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authorized and directed to
make such elections as they deem necessary, appropriate or
desirable in connection with the Note, and all such elections
shall be, and shall be deemed and treated as, elections of the
City.
18. Tax-Exempt Status of the PFA Bonds: Rebate. The
City with respect to the Note shall comply with requirements
necessary under the Code to establish and maintain the exclusion
from gross income under Section 103 of the Code of the interest
on the PFA Bonds, including without limitation (1) requirements
iozisoo.z 1 5
� -��r
relating to temporary periods for investments, (2) limitations on
amounts invested at a yield greater than the yield on the PFA
Bonds, and (3) the rebate of excess investment earnings to the
United States. The City covenants and agrees with the PFA and
holders of the Note that the investments of proceeds of the Note,
including the investment of any revenues pledged to the Note
which are considered gross proceeds of the PFA Bonds under the
applicable regulations, and accumulated sinking funds, if any,
shall be limited as to amount and yield in such manner that the
PFA Bonds shall not be arbitrage bonds within the meaning of
Section 148 of the Code and any regulations thereunder. On the
basis of the existing facts, estimates and circumstances,
including the foregoing £indings and covenants, the City hereby
certifies that it is not expected that the proceeds of the Note
will be used in such manner as to cause the PFA Bonds to be
arbitrage bonds under Section 148 of the Code and any regulations
thereunder. The Mayor, Clerk, Director, Office of Financial
Services, and Treasurer shall furnish a certificate to the PFA
embracing or based on the foregoing certification at the time o£
delivery of the Note to the PFA.
19. No Desianation of Oualified Tax-Exempt Obliqation.
The Note, together with other obligations to be issued by the
City in 1999, exceeds in amount those which may be qualified as
"qualified tax-exempt obligations" within the meaning of Section
265(b)(3) of the Code, and hence is not designated for such
purpose.
20. Resolutions Supplemented. The General Resolution
and the resolutions authorizing the issuance of the 1993 Note,
1994 Note, 1995 Note, 1996 Note and 1997 Note are hereby
supplemented to the extent necessary to give effect to the
provisions of paragraph 9 of this resolution.
21. Consent to Representation. The City hereby
consents to the representation by Briggs and Morgan, Professional
Association, which is acting as the City's bond counsel with
respect to the Note, of the PFA with respect to the PFA Bonds and
the Note as the PFA's bond counsel pursuant to a special attorney
appointment by the Attorney General of the State of Minnesota.
22. Severabilitv. If any section, paragraph or
provision of this resolution shall be held to be invalid or
unenforceable for any reason, the invalidity or unenforceability
of such section, paragraph or provision shall not affect any of
the remaining provisions of this resolution.
ionsoo.z 16
OR1G{NAL
1 23. Headinas. Headings in this resolution are
2 included for convenience of reference only and are not a part
3 hereof, and shall not limit or define the meaning of any
provision hereof.
a9•�yr
Adopted by Council: Date `t � - �� ����-
Adoption Certified by Council
By:
Approved by Mayor: Date
23
3y:
Requested by Department of:
t�/ivrarve,r�t, Sc R•i;C.t S
gy.�__=���' �YY`
Form
by City Attomey
17
q9-�yY
F��� � i o�9�
��,g��
ieY 266-8837
ON CWNCIL AGENDA BY (DA7�
ASSIGN
17, 1999 HuMSEA cort
RollfixG
ORDER
TOTAL # OF SIGNATURE PAGES _1
GREEN SHEET
osrr�rtf�rowccrort
v
� CRYATIpOEY ❑ HIYLLEPK
❑ stuwu.srnvcFSOrt ❑ q'wcw.mvi�ecro
� MVOR ❑T`ruUY
(CL1P ALL LOCAT70NS FOR SIGNATURE)
Ho ssass
:.uv_�:=:�
aitached resWUfwn accepts the offx of the Minnesota Pudic Facil'iFies Authorily (PFA) to puroFrase a 34,600,000
er Revenue Note of 1999, provide fw its issuance and aWwrize execution oF the prqed ban agreemerd.
PLANNING CAMMISSION
CIB COMMiTTEE
CIVIL SERVICE CAMMISSION
Has this persoNfirtn ever xrorketl untler a conUact fa thi5 depertmeM?
YES NO
Has this Pe�nlfittn ever been a cdf' employee7
YES NO
Cbes this PersonR�m Possess a sldll not nortnallY D�essetl M anY curteM cdY emPbY�?
YES F10
Is Mis persoNfiim a targeted ventlo(!
YES NO
3n application for $4,600,000 to the PFA has been approved by Me State. The procedure to folvx
f ihe Cify to issue a Note to the Stefe for that amoutrt. The Laan is iMerest free until Feb�uary 19, 2IX10, afui aRei
tlate bears iMerest at a rnte of 2.79% per artnum. The u�staUme� aze tor 20 years, 2�IXI thraugh 2U19.
City receives a loan trom the Sate Mat 6ears iMerest at a rate oF 2.79%, which is wEll belax market rates
The Ciry loses Me opportunity to borrow funtls from the SWte at a irnv rate, to support the Se+�e� DepaRmenCs
waste water tteatmeM projeci to rehabilitate Me san0ary sewer system.
TOTAL AMOUN7 OF TRANSACTION S sa.enaaaa
G0.4T/REVENUE BUOGETED (CIRCLE ONE)
li��IE
°UNDING SOYRC@
iNANqAL INFORMATION (E)ff1.NN)
ACTIVITY NUMBFR
{/p F � j a
Oi"+�O.ir�� �Yi `°� Y';'VP
m r }l F2 r, 8+4+3
� ..:3 i �'' :�wJ
Council File # qq - �y�
OR1GiNAL
Green Sheet # � 3 � �9
RESO�UTION
CITY OF SAIPIT PAUL, MfNNESOTA
Presented
Referted To
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
Committee: Date
ACCEPTING THE OFFER OF
THE MINNESOTA PUBLIC FACILITIES AUTHORITY TO PURCHASE
A $4,600,000 GENERAL O$LIGATION SEWER
REVENUE NOTE OF 1999,
PROVIDING FOR ITS ISSUANCE, AND AUTHORIZING
EXECUTION OF A PROJECT LOAN AGREEMENT
l0
A. WHEREAS, the City Council of the City of Saint Paul,
Minnesota (the "City"), has heretofore applied for a loan from
the Minnesota Public Facilities Authority (the "PFA"} to provide
financing pursuant to its charter and Minnesota Statutes, Chapter
475 and Sections 116.19 and 115.46, for the construction of
improvements to the City's wastewater treatment facilities,
including rehabilitation of portions of the City�s sanitary sewer
system as the first phase of a twenty-year program (which first
phase is the '�Project"); and
B. WHEREAS, the PFA is authorized pursuant to Minnesota
Statutes, Chapter 446A, as amended, to issue its bonds (the "PFZa
Sonds") and to use the proceeds thereof, together with certain
other funds, to provide loans and other assistance to
municipalities to fund eligible costs of construction'of publicly
owned wastewater treatment facilities in accordance with Title VI
of the federal Clean Water Act; and
C. WHEREAS, the City has applied for a loan from the PFA
pursuant to such program, and the PFA has committed to make a
loan to the City in the principal amount of $4,600,000, to be
disbursed and repaid in accordance with the terms of a Public
Facilities Authority Project Loan Agreement and General
Obligation Revenue Bond Purchase Agreement (Water Pollution
Control Revolving Fund) (the "Project Loan Agreement") executed
by the PFA and City, a copy of which is before this meeting and
on file with the C1erk; and the Project Loan Agreement, as
executed, is incorporated by reference; and
1021900.2
q9-14g
D. WHEREAS, the $4,600,000 General
Note of 1999 (the "Note") of the City is
addition the City will need to assure the
PFA Bonds; and
Obligation Sewer Revenue
tax-exempt, and in
tax-exemption of the
E. WHEREAS, in accordance with Minnesota Statutes, Section
475.60, Subdivision 2(4?, the City is authorized to issue
obligations to a board, department or agency of the State of
Minnesota by negotiation and without advertisement for bids and
the PFA is, and has represented that it is, a board, department
or agency of the State of Minnesota; and
F. WHEREAS, gross revenues (the "Revenues" as defined in
the City's Resolution No. 88-835, adopted May 24, 1988, being
referred to herein as the "General Resolution") of the City's
storm and sanitary sewer systems, including all piping, pumps,
valves, maintenance equipment and buildings, improvements and
real and personal property used in connection therewith, and a11
funds, accounts, contract rights, permits, authorization,
approach and intangibles related thereto (the "Sewer System"),
have been pledged to the payment of the City's Sewer Revenue
Refunding Bonds, Series 1993 (the "Bonds�'), and under the General
Resolution the pledge of Revenues to the payment of the Note is
required to be junior and subordinated to the pledge to the
Bonds; and
G. WHEREAS, the City has heretofore issued to the PFA its
General Obligation Sewer Revenue Note of 1993 (the "1993 Note"?,
General Obligation Sewer Revenue Note of 1994 (the "1994 Note"),
General Obligation Sewer Revenue Note of 1995 (the "1995 Note"},
General Obligation Sewer Revenue Note of 1996 (the "1996 Note"),
and General Obligation Sewer Revenue Note of 1997 (the "1997
Note"), and under the resolutions authorizing the issuance of the
1993 Note, 1994 Note, 1995 Note, 1996 Note and 1947 Note the
pledge of Revenues to the payment of the Note may be on a parity
of lien with the pledge to the 1993 Note, 1994 Note, 1995 Note,
1996 Note and 1997 Note; and
H. WHEREAS, a contract or contracts for the Project have
been made by the City with the approval of the PFA and all other
state and federal agencies of which approval is required:
NOW, THEREFORE, BE IT RESpLVED by the Council of the City of
Saint Pau1, Minnesota, as follows:
1. Accentance of Offer; Payment. The offer of the PFA
to purchase a$4,600,000 General Obligation Sewer Revenue Note of
1999 of the City (the °Note"), at the rates of interest herein-
after set forth, and to pay for the Note the sum of $4,600,000 as
provided below, is hereby accepted, and the sale of the Note is
hereby awarded to the PFA. Payment for the Note shall be
disbursed in installments as eligible costs of the Project are
iozisoo.z 2
q9-ti48'
1
2
3
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
reimbursed or paid, a11 as provided in the Project Loan
Agreement.
2. Title; Date; Denomination; Interest Rates;
Maturities. The Note shall be a fully registered negotiable
obligation, shall be titled the "General Obligation Sewer Revenue
Note of 1999", shall be dated as of the date of delivery and
shall be issued forthwith. The Note shall be in the principal
amount of $4,600,000, or so much thereof as shall be disbursed
pursuant to the Project Loan Agreement, shall bear no interest
until February 20, 2000, and from and after February 20, 2000,
sha11 bear interest on so much of the principal amount of the
Note as (i) may be disbursed from time to time as provided in the
Project Loan Agreement and (ii) remains unpaid, from February 20,
2000, for disbursements made on or prior to that date or from the
date of each later disbursement until the principal amount of the
Note has been paid or has been provided for, at the rate of two
and seventy-nine hundredths percent (2•790) per annum (calculated
on the basis of a 360-day year of twelve 30-day months).
Interest on the Note is payable semiannually on each February 20
and August 20, commencing August 20, 2000. Principal on the Note
shall mature on August 20 0£ the years and in the installments as
follows:
Year
2000
2001
2002
2003
2004
2005
2006
2007
20�8
2009
Amount
$175,000
180,000
185,OD0
190,000
195,000
200,000
205,000
210,000
22�,0�0
225,000
Year
2010
2011
2012
2013
2014
2015
2016
2017
2�18
2019
Amount
$230,000
235,000
245,000
250,000
255,000
265,000
270,000
280,000
29�,00�
295,000
Interest shall accrue only on the aggregate amount of
the Note which has been disbursed and is unpaid under the Project
Loan Agreement. The principal installments shall be paid in the
amounts scheduled above even if at the time of payment the full
principal amount of the Note has not been disbursed; provided
that if the full principal amount of the Note is never disbursed,
the amount of the principal not disbursed shall be applied to
reduce each unpaid principal installment in the proportion that
such installment bears to the total of a11 unpaid principal
installments (i.e., the remaining principal payment schedule
shall be reamortized to provide proportionately reduced principal
payments). Principal, interest and any premium due under the
Note will be paid on each payment date by wire payment, or by
check or draft mailed £or receipt on or prior to the payment c3ate
to the person in whose name the Note is registered, in any coin
1021900.2
a�-►�Y
or currency of the United States which at the time of payment is
legal tender for public and private debts.
Interest on the Note includes amounts treated by the
PFA as service fees.
3. Purpose; Cost. The proceeds of the Note shall
provide funds to finance construction of the Project. The
proceeds of the Note shall be deposited and used as provided in
paragraph 9. The Note is issued to aid in financing a sewage
disposal system or part thereof pursuant to Minnesota Statutes,
Section 115.46. The total cost of the construction of the
Project, including legal and other professional charges,
publication and printing costs, interest accruing on money
borrowed for the Project before the collection of Revenues
pledged and appropriated therefor, and all other costs neces-
sarily incurred and to be incurred from the inception to the
completion of the Project, is estimated to be at least equal to
the amount of the Note. The City covenants that it shall do a11
things and perform all acts required of it to assure that work on
the Project proceeds with due diligence to completion and that
any and all permits and studies required under law for the
Project are obtained.
4. Redemption. The Note shall be subject to
redemption and prepayment in whole or in part at the option of
the City. If redemption is in part, each installment of
principal shall be prepaid in the proportion that such
installment bears to the total of a11 unpaid principal
installments (i.e., the remaining principal payment schedule
shall be reamortized to provide proportionately reduced principal
payments), unless the City and the holder of the Note agree to a
different result.
5. Reaistration of Note. At the time of issuance and
delivery of the Note, the officer of the City performing the
functions of the treasurer (the °Treasurer") shall register the
Note in the name of the payee in a note register which she and
her successors in office shall maintain for the purpose of
registering the ownership of the Note. The Note shall be
prepared for execution with an appropriate text and spaces for
notation of registration. The force and effect of such regis-
tration shall be as stated in the form of Note hereinafter set
forth. Payment of principal installments and interest, whether
upon redemption or otherwise, made with respect to the Note, may
be made to the registered holder thereof or to his, her or its
legal representative, without presentation or surrender of the
Note except upon the final payment thereof.
6. Form of Note. The Note, together with the
Certificate of Registration attached thereto, shall be in
substantially the following form:
iozisoo.z 4
qq-14�"
1
6
7
8
9
10
11
12
13
14
15
16
17
18
19
zo
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
i3NITED STA2'ES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
$4,600,000 GENERAL OBLIGATION
SEWER REVEN[3E NO'PE OF 1999
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Pau1, Ramsey County, Minnesota (the "City"), certifies that
it is indebted and for value received promises to pay to the
Minnesota Public Facilities Authority or the registered assign,
the principal sum of FOUR MILLION SIX HUNDRED THOUSAND DOLLARS,
or so much thereof as shall be disbursed, on August 20 of the
years and in the installments as follows:
Year
a000
2001
2002
2003
2004
2005
2006
2007
20D8
2009
Amount
Year
Amount
�i�s,000
iso,000
185,000
190,000
195,000
200,0�0
205,000
210,000
220,000
225,000
zoio
2011
2012
2013
2014
2015
2016
2017
2018
2019
S2ao,000
235,000
245,000
250,000
255,000
265,00�
270,000
280,000
290,000
295,000
and to pay interest on so much of the principal amount of the
debt as (i) may be disbursed from time to time as provided in the
Project Loan Agreement (as defined below} and (ii) remains
unpaid, from fiebruary 20, 20D0, for disbursements made on or
prior to that date or from the date of each later disbursement
until the principal amount hereof is paid or has been provided
for, at the rate of zero percent (0.0%) per annum from the date
hereof until February 20, 2000, and from and after February 20,
2000, at the rate of two and seventy-nine hundredths percent
(2.790) per annum (calculated on the basis of a 360-day year of
twelve 30-day months). Interest on this Note is payable
semiannually on each February 20 and August 20, commencing August
20, 2000.
Principal and Interest Pavments. Interest shall accrue
only on the aggregate amount of this Note which has been
disbursed under the Public Facilities Authority Project Loan
Agreement and General Obligation Revenue Bond Purchase Agreement
(Water Pollution Control Revolving Fund) dated as of January 15,
1999, by and between the City and the Minnesota Public Facilities
Authority (the "Project Loan Agreement"). The principal
installments shall be paid in the amounts scheduled above even if
1021900.2
q9-14P'
at the time of payment the full principal amount of the Note has
not been disbursed; provided that if the full principal amount of
this Note is never disbursed, the amount of the principal not
disbursed shall be applied to reduce each unpaid principal
installment in the proportion that such installment bears to the
total of all unpaid principal installments (i.e., the remaining
principal payment schedule shall be reamortized to provide
proportionately reduced principal payments}. Interest on this
Note includes amounts treated by the Minnesota Public Facilities
Authority as service fees. Principal, interest and any premium
due under this Note will be paid on each payment date by wire
payment, or by check or draft mailed for receipt on or prior to
the payment date to the person in whose name this Note is
registered, in any coin or currency of the United States of
America which at the time of payment is legal tender for public
and private debts.
Redemption. This Note is subject to redemption and
prepayment in whole or in part at the option of the City. If
redemption is in part, each installment of principal shall be
prepaid in the proportion that such installment bears to the
total of all unpaid principal installments (i.e., the remaining
principal payment schedule shall be reamortized to provide
proportionately reduced principal payments), unless the City and
the holder of this Note agree to a different result.
Purpose; General Obliaation. This Note has been issued
pursuant to and in full conformity with the Constitution and laws
of the State of Minnesota for the purpose of providing money to
finance the construction of improvements to the City's wastewater
treatment facilities in the City, including the first phase of a
twenty-year program for a total rehabilitation of the sanitary
sewer system, and is payable out of the PFA Debt Service Account
of the Sewer Service Enterprise Fund of the City, to which
account have been pledged gross revenues of the City�s sewer
system remaining after certain prior uses (effectively "net
revenues'�). This Note has been issued to aid in financing a
sewage disposal system or part thereof pursuant to Minnesota
Statutes, Section 115.46. This Note constitutes a general
obligation of the City, and to provide moneys for the prompt and
full payment of said principal installments and interest when the
same become due, the full faith, credit and taxing powers of the
City have been and are hereby irrevocably pledged.
Re� stration; Transfer. This Note shall be registered
in the name of the payee on the books of the City by presenting
this Note for registration to the City's Treasurer, who will
endorse his or her name and note the date of registration
opposite the name of the payee in the certificate of registration
attached hereto. Thereafter this Note may be transferred to a
bona fide purchaser only by delivery with an assignment duly
executed by the registered owner or his, her or its legal
iousoo.z 6
q9-t4�'
representative, and the City may treat the registered owner as
the person exclusively entitled to exercise all the rights and
powers of an owner until this Note is presented with such
assignment for registration of transfer, accompanied by assurance
of the nature provided by law that the assignment is genuine and
effective, and until such transfer is registered on said books
and noted hereon by the City�s Treasurer.
Fees Upon Transfer or Loss. The Treasurer may require
paycnent of a sum su£ficient to cover any tax or other
governmental charge payable in connection with the transfer of
this Note and any legal or unusual costs regarding transfers and
lost notes.
Project Loan Agreement. The terms and conditions of
the Project Loan Agreement are incorporated herein by reference
and made a part hereof. The Project Loan Agreement may be
attached to this Note, and shall be attached to this Note if the
holder of this Note is any person other than the Minnesota Public
Facilities Authority.
Tax-Exempt Obliaation. The City intends that the
interest on this Note will be excluded from gross income for
United States income tax purposes and from both gross income and
taxable net income for State of Minnesota income tax purposes.
Not Oualified Tax-Exempt Obliaation. This Note has not
been designated by the City as a'�qualified tax-exempt
obligation" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. This Note does not
qualify for such designation.
IT IS HEREBY CERTIFIED AND RECITED that all acts,
conditions and things required by the Constitution and laws of
the State of Minnesota and the charter of the City to be done, to
happen and to be performed, precedent to and in the issuance of
this Note, have been done, have happened and have been performed,
in regular and due form, kime and manner as required by law; that
the City has covenanted and agreed with the holder of this Note
that it will impose and collect charges for the service, use and
availabiliCy of and connection to its municipal sewer system at
the times and in amounts necessary to produce net revenues
adequate to pay all principal and interest when due on this Note;
that the City will levy a direct, annual, irrepealable ad valorem
tax upon a11 of the taxable property in the City, without
limitation as to rate or amount, for the years and in amounts
sufficient to pay the installments of principal and interest on
this Note as they respectively become due, i£ the net revenues
from said municipal sewer system and any other revenues
irrevocably appropriated to said PFA Debt Service Account are
insufficient therefor; and that this Note, together with all
other debts o£ the City outstanding on the date hereof, being the
iozisoo.z 7
��
date o£ its actual issuance and delivery, does not exceed any
constitutional or statutory or charter limitation of
indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
County, Minnesota, by its City Council has caused this Note to be
executed on its behalf by the signature of its Mayor, attested by
the signature of its Clerk, and countersigned by the signature of
its Director, Office of Financial Services, and the corporate
seal of the City to be a£fixed hereto, all as of ,
1999. —
CITY OF SAINT PAUL, RAMSEY COUNTY,
MINNESOTA
Mayor
(SEAL)
Attest:
X X X
Clerk
Countersigned:
Director, Office of
Financial Services
General Obligation Sewer Revenue Note of 1999.
iozi9oo.z 8
��-���
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of
the attached Note may be made only by the registered owner or
his, her or its legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER CITY TREASURER
7
, 1999
Minnesota Public
Facilities Authority
Saint Paul, Minnesota
Federal Employer ldenti-
fication No. 41-6007162 X X X
iozisoa.z 9
°19-�`t�'
7. Execution The Note shall be executed on behalf of
the City by the signatures of its Mayor, Clerk, and Director,
Office of Financial Services, each with the effect noted on the
form of the Note, and be sealed with the seal of the City. In
the event of disability or resignation or other absence o£ any
such officer, the Note may be signed by the manual signature of
that officer who may act on behalf of such absent or disabled
officer. In case any such officer whose signature shall appear
on the Note shall cease to be such officer before the delivery of
the Note, such signature shall nevertheless be valid and
suf£icient for all purposes, the same as if he or she had
remained in office until delivery.
8. Deliverv; A_pplication of Proceeds. The Note when
so prepared and executed shall be delivered by the Director,
Office of Financial Services, to the purchaser thereof prior to
disbursements pursuant to the Project Loan Agreement, and the
purchaser shall not be obliged to see to the proper application
thereof.
9. Fund and Accounts. There has heretofore been
created (as provided in the General Resolutionl a separate fund
of the City designated the "Sewer Service Enterprise Fund" (the
"Fund"). The Fund shall be maintained in the manner specified in
the General Resolution and herein until the Bonds, and interest
thereon, have been fu11y paid, and as specified herein until the
Note and interest thereon have been fu11y paid. There shall be
maintained in the Fund, in addition to the Construction Account,
Operation and Maintenance Account, Revenue Bond Debt Service
Account, Reserve Account and Excess Investment Earnings Account
heretofore established with respect to the Bonds, the following
two (2) separate accounts which have heretofore been established
by the resolution authorizing the issuance of the 1993 Note, to
which sha11 be credited and debited al1 income and disbursements
of the Fund relating to the 1993 Note, 1994 Note, 1995 Note, 1996
Note, 1997 Note and Note as hereinafter set forth. The Treasurer
and all municipal officials and employees concerned therewith
shall establish and maintain financial records of the receipts
and disbursements of the Sewer System in accordance with this
resolution. In such records there shall be maintained accounts
of the Fund for the purposes and in the amounts as follows:
a. A"PFA Construction Account�', to which shall be
credited all proceeds received from the sale of the 1993
Note, 1994 Note, 1995 Note, 1996 No[e, 1997 Note and Note,
to separate subaccounts therein established for the various
notes. The 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997
Note and Note shall be the only sources of moneys credited
to the PFA Construction Account. It is recognized that the
sale proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996
Note, 1997 Note and Note are received in reimbursement for
costs expended on the Project and the projects funded by the
iozisoo.z 1 0
q9-44Y
1993 Note, 1994 Note, 1995 Note, 1996 Note and 1997 Note or
in direct payment of such costs, and that accordingly the
moneys need not be placed in the appropriate subaccount o£
the PFA Construction Account upon receipt but may be applied
immediately to reimburse the source from which the
expenditure was made. The moneys in the PFA Construction
Account shall be used solely for the purpose of paying for
the cost of constructing the Project and the projects funded
by the 1993 Note, 1994 Note, 1995 Note, 1996 Note and 1997
Note, as appropriate for each subaccount, including all
costs enumerated in Minnesota Statutes, Section 475.65,
provided that such moneys shall only be expended for costs
and expenses which are permitted under the Project Loan
Agreement or the Project Loan Agreements relating to the
1993 Note, 1994 Note, 1995 Note, 1996 Note and 1997 Note, as
applicable. The PFA prohibits the use of proceeds of the
1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and
Note to reimburse costs initially paid from proceeds of
other obligations of the City, such as the Bonds, unless
otherwise specifically approved. Upon completion of the
Project and the projects financed by the 1993 Note, 1994
Note, 1995 Note, 1996 Note and 1997 Note and the payment of
the costs thereof respectively, any surplus shall be
transferred to the PFA Debt Service Account.
b. A"PFA Debt Service Account", to which shall be
irrevocably appropriated, pledged and credited: (1)
Revenues (as defined in the General Resolution, and as
provided in Section 4.03(A) Sixth thereof after certain
prior uses thereof, effectively being "net revenues") in an
amount sufficient, with other moneys, to pay the principal
of, and interest on, the 1993 Note, 1994 Note, 1995 Note,
1996 Note, 1997 Note and Note when due; (2) all collections
of taxes which may hereafter be levied for the payment of
the principal of, and interest on, the 1993 Note, 1994 Note,
1995 Note, 1996 Note, 1997 Note or Note; (3) the proceeds of
any grant which by the terms of the Project Loan Agreements
relating to the 1993 Note, 1994 Note, 1995 Note and 1996
Note is required to be applied to reduction or regayment of
the 1993 Note, 1994 Note, 1995 Note or 1996 Note; (4) all
investment earnings on moneys held in the PFA Debt Service
Account; (5) any amounts transferred from the PFA
Construction Account; and (6) any other moneys which are
properly available and are appropriated by the City Council
to the PFA Debt Service Account. The moneys in said account
shall be used only to pay or prepay the principal of, and
interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note,
1997 Note and Note and any other general obligation bonds
hereafter issued and made payable from said account, and to
pay any rebate due to the United States with respect to the
Note or to the PFA Bonds in connection with the 1993 Note,
1994 Note, 1995 Note, 1996 Note, 1997 Note or Note.
iozisoo.z 1 1
qg-iyY
1
2
3
5
6
7
8
9
10
il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
c. Excess Revenues may be used for any proper purpose
to the extent provided in the General Resolution.
d. No portion of the proceeds of the Note shall 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
{1) for a reasonable temporary period until such proceeds
are needed for the purpose for which the NoCe was issued,
and (2) in addition to the above in an amount not greater
than the lesser of five percent (50) of the proceeds of the
Note or $100,000. To this effect, any proceeds of the Note
and any sums from time to time held in the PFA Construction
Account or PFA Debt Service Account (or any other City
account which will be used to pay principal or interest to
become due on the Note) in excess of amounts which under the
federal arbitrage regulations may be invested without regard
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account
any applicable '�temporary periods" or minor portion made
available under the federal arbitrage regulations. Money in
the Fund shall 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 cauae the Note to be "federally
guaranteed" within the meaning of Section 149(b) of the
federal Internal Revenue Code of 1986, as amended (the
"Code").
The City shall observe
of this resolution an
Agreement with regard
the covenants of paragraphs 16, 17 and 18
d of Articles III and VI of the Project Loan
to the Fund.
10. Coveraae Test; Pledae of Revenues: Excess
Revenues: Parity Bonds. It is hereby found, determined and
declared that the Revenues of the Sewer System are sufficient in
amount, when used in the order provided in the General
Resolution, to pay when due one hundred five percent (105°s) of
the principal o£ and interest on the Note, and the Revenues of
the Sewer System are hereby pledged for the payment of the Note
for use in the order provided in the General Resolution, but
solely to the extent required to meet, with other pledged
sources, one hundred five percent (lO5e} of the principal and
interest requirements of the Note as the same become due. Excess
Revenues may be used for any proper purpose as provided in the
General Resolution.
Nothing contained herein shall be deemed to preclude
the City from making further pledges and appropriations of the
Revenues of the Sewer System for the payment of other or
additional obligations of the City, provided that it has first
1021900.2
12
G��-���
been determined by the City Council that estimated Revenues of
the Sewer System will be suf£icient, in addition to all other
sources and when used in the order provided in the General
Resolution, for the payment of the Note and such additional
obligations, and any such pledge and appropriation o£ the
Revenues may be made superior or subordinate to, or on a parity
with, the pledge and appropriation herein. The Note is issued
pursuant to Minnesota Statutes, Section 115.46, and nothing
herein shall preclude the City from lev�ing taxes for the payment
of the Note.
Revenues are hereby pledged to the payment of the Note
for use in the order provided in the General Resolution. The
lien on Revenues securing the Note is hereby expressly made a
lien on Revenues junior and subsequent to the lien of the General
Resolution as it applies to the Bonds (as therein defined), all
as provided in Section 6.01(A) of the General Resolution. The
Note shall be paid from the Operation and Maintenance Account of
the Sewer Service Enterprise Fund as provided in Section 4.Q3(A)
Sixth of the General Resolution, and for this purpose it is
hereby found, determined and declared that the Note finances
Improvements (as defined in the General Resolution).
As provided in paragraph 10 of each of the resolutions
authorizing issuance of the 1993 Note, 1994 Note, 1995 Note, 1996
Note and 1997 Note, it is hereby found, determined and declared
that estimated revenues of the Sewer System wi11 be sufficient,
in addition to all other sources, for the payment of the 1993
Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and Note. The
pledge and appropriation of the Revenues to the payment of the
Note shall be on a parity with the pledge and appropriation to
the payment of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and
1997 Note.
11. Pledge to Produce Revenues. In accordance with
Minnesota Statutes, Section 116.14, the City hereby covenants and
agrees with the holder of the Note that it will impose and
collect charges for the service, use and availability of and
connection to the Sewer System at the times and in the amounts
required to produce Revenues adequate to pay all principal and
interest when due on the Note when used in the order provided by
the General Resolution. Nothing herein shall preclude the City
from levying taxes for the payment of the Note as permitted by
Minnesota Statutes, Section 115.46.
12. General Oblicration Pledae. The fu11 faith, credit
and taxing powers of the City shall be, and are hereby,
irrevocably pledged for the prompt and full payment of the
principal and interest on the Note as the same respectively
become due. If the Revenues of the Sewer System appropriated and
pledged to the payment of principal and interest on the Note,
together with other funds irrevocably appropriated to the PFA
io2i9oo.z 13
�9•IyY
1
2
3
5
6
7
8
9
l�
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
4�
41
42
43
44
45
46
47
48
49
SO
51
52
Debt Service Account referred to in paragraph 9 of this
resolution, 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 they become due. If the balance in the
PFA Debt Service Account is ever insufficient to pay all
principal and interest then due on the Note and any other
obligations payable therefrom, the deficiency shall be promptly
paid out of any other funds of the City which are available for
such purpose, and such other funds may be reimbursed, with or
without interest, from the PFA Debt Service Account when a
sufficient balance is available therein.
13. Certificate of Reaistration. The Director, Office
of Financial Services, is hereby directed to file a certified
copy of this resolution with the officer of Ramsey County,
Minnesota, performing the functions of the county auditor (the
'�COUnty Auditor'�), together with such other information as the
County Auditor shall require, and to obtain the County Auditor's
certificate that the Note has been entered in the County
Auditor's Bond Register.
14. Project Loan Aareement. The Project Loan
Agreement is hereby approved in substantially the form heretofore
presented to the City Council, and in the form executed is hereby
incorporated by reference and made a part of this resolution.
Each and all of the provisions of this resolution relating to the
Note are intended to be consistent with the provisions of the
Project Loan Agreement, and to the extent that any provision in
the Project Loan Agreement is in conflict with this resolution as
it relates to the Note, that provision shall control and this
resolution shall be deemed accordingly modified. The Mayor,
Clerk and Director, Office of Financial Services, are hereby
authorized and directed to execute the Project Loan Agreement.
The execution of the Project Loan Agreement by the appropriate
o£ficers sha11 be conclusive evidence of the approval of the
Project Loan Agreement in accordance with the terms hereof. The
Project Loan Agreement may be attached to the Note, and shall be
attached to the Note if the holder o£ the Note is any person
other than the PFA.
15. Records and Certificates. The officers of the
City are hereby authorized and directed to prepare and furnish to
the PFA, and to the attorneys approving the legality of the
issuance of the Note, certified copies of all proceedings and
records of the City relating to the Note and to the financial
condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts
relating to the legality and marketability of the Note as the
same appear from the books and records under their custody and
control or as otherwise known to them, and all such certified
iozisoo.z 14
�
copies, certificates and affidavits, including any heretofore
£urnished, shall be deemed representations of the City as to the
£acts recited therein.
16. Neaative Covenants as to Use ot Proceeds and
Project. The City hereby covenants not to use the proceeds of
the Note or to use the Project, or to cause or permit them to be
used, or to enter into any deferred payment arrangements for the
cost of the Project, in such a manner as to cause the Note to be
a"private activity bond" within the meaning of Sections 103 and
141 through 150 of the Code. The City reasonably expects that no
actions will be taken over the term of the Note that would cause
it to be a private activity bond, and the average term of the
Note is not longer than reasonably necessary for the governmental
purpose of the issue. The City hereby covenants not to use the
proceeds of the Note in such a manner as to cause the Note to be
a"hedge bond" within the meaning of Section 149(g) of the Code.
The City hereby covenants not to use the proceeds of
the Note or to use the Project, or to cause or permit them to be
used, or to enter into any deferred payment arrangement for the
cost of the Project, in such a manner as to cause the PFA Bonds
to be "private activity bonds" within the meaning of Sections 103
and 141 through 150 of the Code. The City reasonably expects
that it will take no actions over the term of the Note that would
cause the PFA Bonds to be private activity bonds, and the average
term of the Note is not longer than reasonably necessary for its
governmental purpose.
17. Tax-Exempt Status of the Note; Rebate: Elections.
The City shall comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Note, including
without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater
than the yield on the Note, and the rebate of excess investment
earnings to the United States.
If any elections are available now or hereafter with
respect to arbitrage or rebate matters relating to the Note, the
Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authorized and directed to
make such elections as they deem necessary, appropriate or
desirable in connection with the Note, and all such elections
shall be, and shall be deemed and treated as, elections of the
City.
18. Tax-Exempt Status of the PFA Bonds: Rebate. The
City with respect to the Note shall comply with requirements
necessary under the Code to establish and maintain the exclusion
from gross income under Section 103 of the Code of the interest
on the PFA Bonds, including without limitation (1) requirements
iozisoo.z 1 5
� -��r
relating to temporary periods for investments, (2) limitations on
amounts invested at a yield greater than the yield on the PFA
Bonds, and (3) the rebate of excess investment earnings to the
United States. The City covenants and agrees with the PFA and
holders of the Note that the investments of proceeds of the Note,
including the investment of any revenues pledged to the Note
which are considered gross proceeds of the PFA Bonds under the
applicable regulations, and accumulated sinking funds, if any,
shall be limited as to amount and yield in such manner that the
PFA Bonds shall not be arbitrage bonds within the meaning of
Section 148 of the Code and any regulations thereunder. On the
basis of the existing facts, estimates and circumstances,
including the foregoing £indings and covenants, the City hereby
certifies that it is not expected that the proceeds of the Note
will be used in such manner as to cause the PFA Bonds to be
arbitrage bonds under Section 148 of the Code and any regulations
thereunder. The Mayor, Clerk, Director, Office of Financial
Services, and Treasurer shall furnish a certificate to the PFA
embracing or based on the foregoing certification at the time o£
delivery of the Note to the PFA.
19. No Desianation of Oualified Tax-Exempt Obliqation.
The Note, together with other obligations to be issued by the
City in 1999, exceeds in amount those which may be qualified as
"qualified tax-exempt obligations" within the meaning of Section
265(b)(3) of the Code, and hence is not designated for such
purpose.
20. Resolutions Supplemented. The General Resolution
and the resolutions authorizing the issuance of the 1993 Note,
1994 Note, 1995 Note, 1996 Note and 1997 Note are hereby
supplemented to the extent necessary to give effect to the
provisions of paragraph 9 of this resolution.
21. Consent to Representation. The City hereby
consents to the representation by Briggs and Morgan, Professional
Association, which is acting as the City's bond counsel with
respect to the Note, of the PFA with respect to the PFA Bonds and
the Note as the PFA's bond counsel pursuant to a special attorney
appointment by the Attorney General of the State of Minnesota.
22. Severabilitv. If any section, paragraph or
provision of this resolution shall be held to be invalid or
unenforceable for any reason, the invalidity or unenforceability
of such section, paragraph or provision shall not affect any of
the remaining provisions of this resolution.
ionsoo.z 16
OR1G{NAL
1 23. Headinas. Headings in this resolution are
2 included for convenience of reference only and are not a part
3 hereof, and shall not limit or define the meaning of any
provision hereof.
a9•�yr
Adopted by Council: Date `t � - �� ����-
Adoption Certified by Council
By:
Approved by Mayor: Date
23
3y:
Requested by Department of:
t�/ivrarve,r�t, Sc R•i;C.t S
gy.�__=���' �YY`
Form
by City Attomey
17
q9-�yY
F��� � i o�9�
��,g��
ieY 266-8837
ON CWNCIL AGENDA BY (DA7�
ASSIGN
17, 1999 HuMSEA cort
RollfixG
ORDER
TOTAL # OF SIGNATURE PAGES _1
GREEN SHEET
osrr�rtf�rowccrort
v
� CRYATIpOEY ❑ HIYLLEPK
❑ stuwu.srnvcFSOrt ❑ q'wcw.mvi�ecro
� MVOR ❑T`ruUY
(CL1P ALL LOCAT70NS FOR SIGNATURE)
Ho ssass
:.uv_�:=:�
aitached resWUfwn accepts the offx of the Minnesota Pudic Facil'iFies Authorily (PFA) to puroFrase a 34,600,000
er Revenue Note of 1999, provide fw its issuance and aWwrize execution oF the prqed ban agreemerd.
PLANNING CAMMISSION
CIB COMMiTTEE
CIVIL SERVICE CAMMISSION
Has this persoNfirtn ever xrorketl untler a conUact fa thi5 depertmeM?
YES NO
Has this Pe�nlfittn ever been a cdf' employee7
YES NO
Cbes this PersonR�m Possess a sldll not nortnallY D�essetl M anY curteM cdY emPbY�?
YES F10
Is Mis persoNfiim a targeted ventlo(!
YES NO
3n application for $4,600,000 to the PFA has been approved by Me State. The procedure to folvx
f ihe Cify to issue a Note to the Stefe for that amoutrt. The Laan is iMerest free until Feb�uary 19, 2IX10, afui aRei
tlate bears iMerest at a rnte of 2.79% per artnum. The u�staUme� aze tor 20 years, 2�IXI thraugh 2U19.
City receives a loan trom the Sate Mat 6ears iMerest at a rate oF 2.79%, which is wEll belax market rates
The Ciry loses Me opportunity to borrow funtls from the SWte at a irnv rate, to support the Se+�e� DepaRmenCs
waste water tteatmeM projeci to rehabilitate Me san0ary sewer system.
TOTAL AMOUN7 OF TRANSACTION S sa.enaaaa
G0.4T/REVENUE BUOGETED (CIRCLE ONE)
li��IE
°UNDING SOYRC@
iNANqAL INFORMATION (E)ff1.NN)
ACTIVITY NUMBFR
{/p F � j a
Oi"+�O.ir�� �Yi `°� Y';'VP
m r }l F2 r, 8+4+3
� ..:3 i �'' :�wJ