88-835 WH17E - CITV CLERK
PINK - FINANCE G ITY OF A I NT PAUL F le ci1No. �G_4�5
CANARY - DEPARTMENT O
BLUE - MAVOR d
Council Resolution ��
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Presented By
Referred To Committee: Date
Out of Committee By Date
CITY OF INT PAUL
MINN SOTA
GENERAL ESOLUTION
RELAT NG TO
� SEWER REV NUE BONDS
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Adopted: Ma 24, 1988 , .�g,�g
COUNC[LMEN Requested by Department of:
Yeas Drew Nays
N'�os'a In Favor
Rettman
Scheibel �
Sonnen _ Ag81(1St BY
Tedesco
Wilson
Adopted by Council: Date Form Approved by City Attorne�
Certified Passed by Council Secretary By r
gy,
� Approved M r r ission to Co cil
Appr by Mavor: D —
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553G �
FINAL
CIT OF SAINT PAUL
MINNESOTA
GEN RAL RESOLUTION
ELATING TO
SEWE REVENUE BONDS
Adopte : May 24, 1988
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NDEX
Page
Recitals 1
ARTICLE I - DEFINITIONS 3
Section 1. 01. Definiti ns 3
ARTICLE II - THE BONDS - IN ENERAL
Part A - The Bo ds - In General lt
Section 2. 01. Form of ond 11
Section 2. 02. Redempti n; Purchase 11
Section 2. 03 . Bond Reg strar 13
Section 2. 04. Executio and Delivery 13
Section 2. 05. Authenti ation; Date of Registration 14
Section 2. 06. Registra ion; Transfer; Exchange 14
Section 2. 07. Rights U on Transfer or Exchange 15
Section 2. 08 . Interest Payment; Record Date 15
Section 2. 09. Holders; Treatment of Registered
Owner; C nsent of Holders 16
Section 2. 10. Suppleme tal Resolutions - Override 17
Part B - The Gl bal Certificates 19
Section 2. 11. Descript ' on of the Global Certificates
and Glob 1 Book-Entry System 19
Section 2. 12. Immobilization of Global Certificates
by the D pository; Successor
Depository; Replacement Bonds 19
Section 2. 13 . Redempti n - Global Certificates 21
Section 2. 14 . Form of Bond - Global Certificates 22
Section 2. 15. Registr tion; Transfer; Exchange -
Global ertificates 22
Part C - The No -Global Bonds 23
Section 2. 16. Redempt 'on - Non-Global Bonds 23
Section 2. 17. Form of Bond - Non-Global Bonds 23
Section 2. 18. Registr tion; Transfer; Exchange -
Non-Glo al Bond 24
Part D - Other ond Provisions 25
Section 2. 19. Variabl Rate Bonds/Adjustable Rate
Bonds 25
Section 2. 20. Capital Appreciation Bonds 26
Section 2. 21. Credit acilities 26
Section 2. 22. Mandato y Purchase; Tender 27
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Page
ARTICLE III - THE SERIES 198 A BONDS 28
Section 3 . 01. Acceptan e of Offer; Purchase
Agreemen 28
Section 3 . 02. The Seri s 1988A Bonds-General 28
Section 3. 03 . Purpose 29
Section 3 . 04. Interest 29
Section 3. 05. Redempti n 30
Section 3 . 06. Deposits to Accounts; Disbursements 31
Section 3 . 07. Deposito y Letter Agreement; Other
Document 32
Section 3 . 08. No Desig ation of Qualified Tax-
Exempt O ligations 32
Section 3 . 09. Municipa Bond Insurance 33
ARTICLE IV - SEWER SERVICE E TERPRISE FUND; ACCOUNTS;
EXCESS EARNINGS FUND 43
Section 4. 01. Sewer S rvice Enterprise Fund;
Account 43
Section 4. 02. Constru tion Account 43
Section 4. 03 . Operati n and Maintenance Account 44
Section 4 . 04. Revenue Bond Debt Service Account 45
Section 4. 05. Reserve Account 47
Section 4. 06. Excess nvestment Earnings Fund 49
Section 4. 07. Insuffi ient Amounts 50
Section 4 . 08. Other F nd Provisions 51
Section 4. 09. Investm nts 51
ARTICLE V - COVENANTS 53
Section 5 . 01. Covenan s 53
Section 5. 02. Tax Cov nants 55
Section 5. 03 . Negativ Covenant as to Use of
Improve ents 56
Section 5. 04 . Tax-Exe pt Status of the Bonds;
Rebate 5�
Section 5 .05. Covenan with Holders 57
ARTICLE VI - ADDITIONAL BO DS; REFUNDING BONDS,
OTHER REVENUE OBLIGATIONS 5g
Section 6. 01. Additi nal Parity Bonds 58
Section 6.02. Refund 'ng Bonds 60
ARTZCLE VII - OTHER PROVIS ONS C2
Section 7. 01. Suit b Bondholders 62
Section 7.02. Amendm nts 62
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Section 7. 03 . Discharge 63
Section 7. 04. Certifica e of Registration 64
Section 7. 05. Records a d Certificates 64
Section 7. 06. Severabil ty 64
Section 7.07. Headings 65
EXHIBIT A 66
WHEREAS:
A. The City has i curred and will incur costs for
the Combined Sewer Sepa ation Program, and for street
improvements related to its sewer system, and for work
required to abate inflo and infiltration and for other
improvements thereto; a d
B. This Council h s determined that the Sewer
System capital costs de cribed in paragraph A should be
financed in whole or pa t through the issuance of sewer
revenue bonds pursuant o the authority granted by
Minnesota Statutes, Cha ter 475 and Section 116 . 19 (the
"Act" ) ; and
C. This Council f nds, determines and declares that
it is necessary and exp dient to issue sewer revenue
bonds and use the proce ds thereof to provide moneys to
make the Improvements t the Sewer System, to establish a
Reserve Fund and provid for the costs of the issuance of
such bonds; and
D. Such bonds (th "Sewer Revenue Bonds" or
"Bonds" ) shall be payab e solely from the Revenues (as
defined herein) of the ewer System and shall not be a
general obligation of t e City nor secured by the City' s
full faith and credit; nd
E. The City has h retofore issued registered
obligations in certific ted form, and incurred
substantial costs associated with their printing and
issuance, and substantial continuing transaction costs
relating to their paym t, transfer and exchange; and
F. The City has etermined significant savings in
transaction costs will result from issuing bonds in
"global book-entry for " , by which bonds are issued in
certificated form in 1 rge denominations, registered on
the books of the City 'n the name of a depository or its
,
nominee, and held in sa ekeeping and immobilized by such
depository, and such de ository as part of the computer-
ized national securitie clearance and settlement system
registers transfers of wnership interests in the bonds
by making computerized ook entries on its own books and
distributes payments on the bonds to its Participants (as
defined herein) shown o its books as the owners of such
interests; and such Par icipants and other banks, brokers
and dealers participati g in the National System will do
likewise (not as agent of the City) if not the
beneficial owners of th bonds; and
G. The City has f rther determined that bonds shall
be issuable under this eneral Resolution, as from time
to time supplemented, ( ) as taxable or tax-exempt bonds,
(2) as fixed rate oblig tions or as variable rate
obligations, (3) as bon s on which interest is paid
currently or as bonds f r which the payment of interest
is deferred, and (4) as bonds which are subject to
optional or mandatory r demption or mandatory purchase or
with provisions allowin the holders thereof to tender
their bonds for purchas ;
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesot , as follows:
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� AR ICLE I �
DEF NITIONS
Section 1. 01. Def nitions. As used in this
Resolution or any Supplement 1 Resolution, the following terms
shall have the meanings assi ned in this Section.
Accreted Value: w th respect to a Capital
Appreciation Bond on any dat , the present value thereof on
the immediately preceding da e specified in such Bond (or if
such date is the specified d te, then on such date) ,
determined by computing the resent worth of all payments of
principal and interest remai ing to be paid thereon using a
discount factor equal to the yield at which such Capital
Appreciation Bond was initia ly offered to the public, as
further specified in a table of Accreted Values contained in
the Capital Appreciation Bon and in the related Supplemental
Resolution;
Act: Minnesota St tutes, Chapter 475 and Section
116. 19, as amended;
Additional Bonds: Bonds issued pursuant to this
Resolution as from time to time supplemented, other than the
Series 1988A Bonds, includin Additional Parity Bonds and
Refunding Bonds issued as permitted by Article VI;
Ad 'ustable Rate B d: any Bond, the interest rate
on which is not established at the time of calculation at a
single numerical rate for t e remaining term of such Bond, but
for which the period betwee redeterminations of the interest
rate is two (2) years or mo e;
Bond Account: th "Revenue Bond Debt Service
Account" or "Bond Account" ithin the Sewer Service Enterprise
Fund created and establishe by Section 4. 04 hereof;
Bond Registrar: he Treasurer of the City who shall
act as bond registrar, tran fer agent and paying agent, or any
Fiduciary acting as bond re istrar, transfer agent or paying
agent for any Bonds or seri s thereof;
Bond Year: for e ch series of Bonds, each twelve-
month calendar period endin on the anniversary of the
delivery of such series of onds to the Purchaser thereof and
payment therefor;
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Bondholder: a Hold r;
Bonds: any bonds from time to time issued pursuant
to this Resolution or a Supplemental Resolution, while such
Bonds remain outstanding;
Ca ital A reciati n Bonds: any Bonds issued on the
basis that interest thereon shall be accrued and compounded
periodically, and that payme t of interest thereon shall only
be made at maturity or at a pecified time or times prior to
maturity or upon earlier red mption, by sinking fund
installment or otherwise;
City: the City of Saint Paul, Minnesota, or any
successor to its functions w' th respect to the Sewer System;
Code: the Interna Revenue Code of 1986, as
amended, or any successor co e, and all regulations, rulings
and decisions thereunder;
Commitment: eithe (A) a binding commitment by a
bank, a surety, insurance co pany or other financial
institution generally regard d as responsible, which
Commitment ( i) provides fina cing sufficient to pay or
purchase, as the case may be Committed Temporary Bonds when
due or required to be purcha ed, ( ii) provides for repayment
of amounts drawn thereunder ver a period of at least five
years and ( iii) is filed wit the City, together with an
opinion of independent legal counsel stating in effect that
the Commitment is binding an enforceable in accordance with
its terms, subject to such c stomary exceptions relating to
bankruptcy laws, insolvency aws and other similar laws
affecting creditors ' rights enerally .as such independent
legal counsel deems necessar or (B) a binding covenant of the
City to issue Bonds to refun the Committed Temporary Bonds if
there are insufficient funds to pay or purchase, as the case
may be, Committed Temporary onds when due or required to be
purchased;
Committed Tem orar Bonds: Temporary Bonds secured
by a Commitment;
Construction Accou t: the account by that name
within the Sewer Service Ent rprise Fund created and
established by Section 4 . 02 ereof;
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. Credit Agreement: ny reimbursement agreement or
similar instrument between th City and a Credit Provider with
respect to a Credit Facility;
Credit Facility: a letter of credit, surety bond,
insurance policy or comparabl instrument furnished by a
Credit Provider with respect o one or more series of Bonds to
satisfy in whole or part the ity' s obligation to maintain the
Reserve Requirement with resp ct to a series of Bonds, or to
secure (a) the payment of deb service (which may include the
premium due on payment of a B nd) on Bonds of a specified
series, (b) the payment of th purchase price (which may
include accrued interest to t e date of purchase) of Bonds of
a specified series on the app icable purchase dates or tender
dates, or (c) both the paymen of debt service on a specified
series of Bonds and the payme t of the purchase price of Bonds
of a specified series;
Credit Provider: he bank, insurance company,
financial institution or oth r entity providing a Credit
Facility pursuant to a Credi Agreement;
Current Expenses: the normal, reasonable and
current costs of operation a d maintenance of the Sewer System
determined in accordance wit generally accepted accounting
principles, including, witho t limitation, payments due to the
Metropolitan Waste Control C mmission, but excluding the
following: allowance for de reciation; costs of major sewer
repairs; Debt Service Expens ; and Revenues transferred to
other City funds or accounts to pay debt service on City
general obligation debt purs ant to Section 4.03 (A) "Sixth"
(1) ;
Debt Service Ex en e: the amounts required to be
paid or transferred from the Operation and Maintenance Account
pursuant to Section 4.03 (A) 'First" , "Second" and "Third" ;
Depository: a tru t company or other fiduciary
acting as a depository pursuant to a Depository Letter Agree-
ment with respect to Global ertificates;
De ositor Letter A reement: with respect to the
Series 1988A Bonds, the Dep sitory Letter Agreement dated
June 14, 1988, by and among the City, the Bond Registrar (if
other than the City) and Mi west Securities Trust Company; and
with respect to any other s ries of Bonds, the similar
instrument with respect to lobal Certificates by and among
the City, the Bond Registra ( if other than the City) and a
Depository;
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Excess Earnings: t e amount of investment earnings
on moneys held in the Sewer S rvice Enterprise Fund or any
Account therein, or in any ot er fund or account, required to
be transferred to the Excess nvestment Earnings Account as
earnings on "gross proceeds" (as defined by or under the Code)
in excess of the "yield" (cal ulated as required by or under
the Code) on Tax-Exempt Bonds;
Excess Investment E rnin s Account: the account by
that name within the City' s A ency Fund created as established
by Section 4. 06 hereof;
Fiduciary: any ban or other organization acting in
a fiduciary capacity with res ect to any Bonds, whether as a
paying agent, Bond Registrar, tender agent, or escrow agent,
or in a similar function; pro ided that a Depository shall not
be considered a Fiduciary her under;
Fiscal Year : the t elve (12) month period beginning
on January 1 of each year and ending on December 31 of the
same year; provided that the ity may, by Supplemental
Resolution, provide for a dif erent twelve (12) month Fiscal
Year for the Sewer System;
Fixed Rate Bond: a Bond, the interest rate on which
is established (with no right to vary) at the time of
calculation at a single numerical rate for the remaining term
of such Bond;
Global Certificate: Bonds in the form of one
certificate per maturity, eac representing the entire
principal amount of a series f Bonds due on a particular
maturity date, which single c rtificate per maturity may be
transferred on the City' s bon register as required by the
Uniform Commercial Code, but hich may not be exchanged for
smaller denominations unless the City determines to issue
Replacement Bonds as provided herein;
Holder: the perso or entity in whose name a Bond
is re9istered on the books of the City, or, in the case of
Global Certificates, registered in the name of the Depository
or its nominee;
Improvements: any expansion, construction, recon-
struction, equipping, modifi ation or other betterment of a
capital nature to the Sewer ystem;
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Interest Pa ment D te: any date on which an
installment of interest is s heduled to become due on Bonds;
in the case of Capital Appre iation Bonds, the Interest
Payment Date shall be the ea liest of (1) the stated maturity
date, (2) the redemption dat , or (3 ) the dates on which
interest is to be paid after conversion of such Capital
Appreciation Bonds to a Bond on which interest is paid
periodically;
Interest Rate Swa A reement: an agreement entered
into by the City of the kind described in Minnesota Statutes,
Section 475. 54, Subdivision 6.
Minimum Variable R te Interest Amount: for Variable
Rate Bonds, the amount of in erest to be paid or to accrue on
such Variable Rate Bonds dur ng any one-month period at the
highest interest rate permit ed by the terms of the
Supplemental Resolution rela ing thereto, excluding the
period, if any, after such V riable Rate Bonds may convert to
Fixed Rate Bonds;
National System: he computerized national
securities clearance and set lement system to register
transfer of ownership intere ts in debt securities by making
book entries on the books of a Depository, and through which
payments are distributed to articipants as shown on the books
of the Depository as the own rs of such interests;
Net Revenues: for any period of calculation,
Revenues attributable to suc period less Current Expenses;
Non-Global Bonds: Replacement Bonds, and any series
of Additional Bonds which ar not issued in the form of Global
Certificates;
0 eratin Reserve e uirement: the amount required
to be maintained in the Oper ting Reserve Subaccount as
provided in Section 4 .03 (c) nd 4. 03 (a) "Fifth" ;
0 eratin Reserve ubaccount: the subaccount by
that name within the Operati n and Maintenance Account created
and established by Section 4. 03 hereof;
0 eration and Main enance Account: the account by
that name within the Sewer S rvice Enterprise Fund created and
established as provided in S ction 4. 03 hereof with an
Operating Reserve Subaccount therein;
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Participants: the inancial institUtions or
securities dealers for whom t e Depository effects book-entry
transfers and pledges of secu ities deposited and immobilized
with the Depository;
Princi al Pa ment D te: any date on which an
installment of principal is scheduled to become due on Bonds,
whether by scheduled maturity or scheduled mandatory
redemption or otherwise;
Purchaser : the person or entity specified in this
Resolution or a Supplemental Resolution as the original
purchaser of a series of Bon s;
Rebate Amount: th amount required to be paid to
the United States Treasury p rsuant to Section 148 of the Code
as rebate of investment earn ' ngs (and, if applicable, actual
or imputed earnings thereon) to the extent such investment
earnings are in excess of th yield on a series of Tax-Exempt
Bonds and are subject to reb te;
Replacement Bonds: Bonds which replace Global
Certificates as provided in ection 2. 12 hereof;
Reserve Account: he account by that name within
the Sewer Service Enterprise Fund created and established by
Section 4 . 05 hereof;
Reserve Re uiremen : as of any date of calculation,
the sum of the Reserve Requi ements applicable to each series
of Bonds then outstanding; a d for each series of Bonds, while
any of such Bonds remain out tanding, the Reserve Requirement
shall be, unless otherwise s ecifically provided in this
Resolution or the appropriat Supplemental Resolution:
(a) for each seri s of Taxable Bonds, as of any
date of calculation, an amount equal to the maximum
amount of principal and interest to become due in any
Fiscal Year on all then outstanding Bonds of that series;
(b) for each seri s of Tax-Exempt Bonds, as of any
date of calculation, an amount equal to the least of:
(I) ten percent (10�) ( r such higher percentage as the
City establishes as nec ssary to the satisfaction of the
Secretary of the United States Department of the
Treasury) of the lesser of ( i) the original principal
amount of such Bonds or ( ii) the "issue price" of such
Bonds, determined as re uired by Section 148 of the Code;
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or ( II) the maximum amou t of principal and interest to
become due in any Fiscal Year on all then outstanding
Bonds of that series; or ( III) the maximum amount
permitted under Section 48 of the Code to be held in a
reserve fund and investe at a yield in excess of the
yield on such series of ax-Exempt Bonds;
provided that, the calculatio of the maximum amount of
interest to become due on Variable Rate Bonds, Adjustable Rate
Bonds or Temporary Bonds shall be based on the same method
used for the purposes of Section 6. 01 (B) ;
Resolution: this eneral Resolution Relating to
Sewer Revenue Bonds, adopted by the City Council of the City
on May 24, 1988, as from tim to time amended or supple-
mented;
Revenues: all amo nts received from the operation
of or in connection with the Sewer System, including (a)
sanitary sewer service charg s or surcharges, storm sewer
system charges, sewer availa ility charges, all other Sewer
System charges or surcharges imposed on Sewer System users or
City property owners, assess ents, penalties or interest due
on delinquent amounts, (b) e rnings on moneys held in any fund
or Account, (c) moneys recei ed upon the sale, lease,
transfer , conveyance or othe disposition of any real or
personal property which is p rt of the Sewer System, and (d)
any other revenues of whatev r kind and from whatever source
derived arising from the Sew r System; but excluding
assessments for Sewer System improvements dedicated to other
uses which preclude the appl 'cation of such assessments to the
payment of Bonds;
Series 1988A Bonds: the City' s Sewer Revenue Bonds,
Series 1988A, in the original principal amount of $78,450,000;
Sewer Service Ent r rise Fund: the Sewer Service
Enterprise Fund created and established as provided in Section
4. 01 as an enterprise fund, with Accounts therein as provided
in Article IV;
Sewer System: th City' s storm and sanitary sewer
systems, including all pipi g, pumps, valves, maintenance
equipment and buildings, im rovements and real and personal
property used in connection therewith, and all funds,
accounts, contract rights, ermits, authorization, approach
and intangibles related the eto;
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Substitute De osi or : a trust company or other
fiduciary which replaces a epository;
Su lemental Reso ution: a resolution adopted by
the City Council of the Cit which supplements or amends this
Resolution, including any S pplemental Resolution authorizing
the issuance of Bonds other than the Series 1988A Bonds;
Taxable Bonds: a y Bonds which are not Tax-Exempt
Bonds on their date of origi al issue;
Tax-Exempt Bonds: Bonds issued pursuant to this
resolution as from time to time supplemented for which the
City receives, on the date o their original issuance, an
opinion of bond counsel to t e effect that interest on such
Bonds is excludable from gro s income for federal income tax
purposes under Section 103 o the Code;
Temporary Bonds: ny series of Bonds with ( i) an
initial term of three years r less, (ii) a provision that
requires mandatory purchase f such series of Bonds within
three years of its issuance r ( iii) a provision which permits
the Holders thereof to requi e redemption of such series of
Bonds within three years of ts issuance; provided however,
that a series of Bonds shall not be deemed Temporary Bonds by
reason or any right of the H lders thereof to (A) accelerate
or cause the obligations to e prepaid or purchased upon the
happening of an event of def ult or (B) tender the Bonds of
that series for purchase;
Variable Rate Bond any Bond, the interest rate on
which is not established at he time of calculation at a
single numerical rate for th remaining term of such Bond and
for which the period between redetermination of the interest
rate is two (2) years or les .
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A TICLE II
THE BON S - IN GENERAL
PART A - THE BONDS - IN GENERAL
Section 2. 01. Fo m of Bond. If so specified herein
or in a Supplemental Resolu ion, the Bonds shall be in the
form of Global Certificates unless and until Replacement Bonds
are made available as provi ed in Section 2. 12, and otherwise
shall be in the form of Non- lobal Bonds. The form of Bonds
for any specific series shall be as set forth in Exhibit A or
Exhibit B hereto, but may co tain such additional or different
terms and provisions as to t e form and time of payment,
record date, notices and oth r matters as are consistent with
this Resolution or the appli able Supplemental Resolution.
Section 2. 02. Red m tion; Purchase. The Bonds of
any series issued pursuant t this Resolution or any
Supplemental Resolution may e subject to optional redemption,
or to mandatory redemption a d prepayment on a scheduled
basis, provided that the ins allments of principal scheduled
for scheduled mandatory rede ption of Bonds of a particular
series and maturity shall be reduced, pro rata, if and to the
extent the Bonds of that ser es and maturity have been or will
be optionally redeemed by th City, in whole or part, prior to
or on the date scheduled for payment of the specified
principal amount on the date and at the redemption prices
specified in Section 3 . 05 (w th respect to the Series 1988A
Bonds) or in the applicable upplemental Resolution (with
respect to Additional Bonds) Redemption may be in whole or
in part of the Bonds subject to prepayment; provided that
there shall be no reduction f the amount scheduled for
redemption on a mandatory re emption date except to the extent
Bonds of the maturity to be edeemed have been optionally
redeemed or will be optional y redeemed on the scheduled
redemption date as provided bove, and except that the City
may, at its option, purchase Bonds of the maturity to be
redeemed and upon cancellati n thereof apply the principal
amount purchased and cancell d as a credit against the
principal amount to be redee ed.
If optional redemption is in part, those Bonds remaining
unpaid which have the latest maturity date shall be prepaid
first. If only part of the onds having a common maturity
date are called for prepayme t, the Bonds may be prepaid in
$5, 000 increments of principal (or , in the case of Capital
Appreciation Bonds, in increm nts of Accreted Value) and the
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specific Bonds to be prepaid shall be chosen by lot by the
Bond Registrar as hereinafer provided. Bonds or portions
thereof called for redemptio shall be due and payable on the
redemption date, and interes thereon shall cease to accrue
from and after the redemptio date.
The Bond Registrar shall call Bonds for redemption
and payment as herein provid d upon receipt by the Bond
Registrar at least forty-fiv (45) days prior to the
redemption date of a request of the City, in written form if
the Bond Registrar is other han a City officer . Such request
shall specify the principal mount of Bonds to be called for
redemption, the redemption d te and the redemption price.
Published notice o redemption shall in each case be
given in accordance with law, and mailed notice of redemption
shall be given to the paying agent ( if other than a City
officer) and to each affecte Holder. If and when the City
shall call any of the Bonds or redemption and payment prior
to the stated maturity there f, the Bond Registrar shall give
written notice in the name o the City of its intention to
redeem and pay such Bonds at the office of the Bond Registrar .
Notice of redemption shall b given by first class mail,
postage prepaid, mailed not ess than thirty (30) days prior
to the redemption date, to e ch Holder of Bonds to be
redeemed, at the address app aring in the Bond Register;
provided that if a Depositor Letter Agreement contains other
or different requirements fo delivery to a Depository, then
the provisions of the Deposi ory Letter Agreement shall be
followed for that Holder. A 1 notices of redemption shall
state:
(a) The redemptio date;
(b) The redemptio price;
(c) If less than 11 outstanding Bonds are to be
redeemed, the identification (and, in the case
of partial re emption, the respective principal
amounts or Ac reted Values) of the Bonds to be
redeemed;
(d) That on the r demption date, the redemption
price will be ome due and payable upon each
such Bond, an that interest thereon shall
cease to accr e from and after said date; and
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(e) The place wher such Bonds are to be
surrendered fo payment of the redemption price
(which shall b the office of the Bond
Registrar) .
Section 2. 03 . Bond Re istrar. The Treasurer of the
City is appointed to act as b nd registrar and transfer agent
with respect to the Series 19 8A Bonds and all Additional
Bonds (the "Bond Registrar" ) , and shall so act for all Bonds
unless and until a successor r different Bond Registrar is
duly appointed for all Bonds r for any series of Bonds.
Different persons or entities may be appointed to act as Bond
Registrar or as a successor B nd Registrar for different
series of Bonds, but only one person or entity shall be Bond
Registrar for each series of onds at any time. A successor
or different Bond Registrar s all be an officer of the City or
a bank or trust company eligi le for designation as bond
registrar pursuant to Minneso a Statutes, Chapter 475, and may
be appointed pursuant to any ontract the City and such
successor or different Bond R gistrar shall execute which is
consistent herewith. The Bon Registrar shall also serve as
paying agent unless and until a successor paying agent is duly
appointed. Principal and int rest on the Bonds shall be paid
to the Holders (or record hol ers) of the Bonds in the manner
set forth in the forms of Bon and Section 2.08 of this
Resolution or, with respect t any Additional Bonds, the
Supplemental Resolution appli able thereto.
Section 2. 04. Exec tion and Deliver . The Bonds
shall be executed on behalf o the City by the signatures of
its Mayor , Clerk and Director , Department of Finance and
Management Services, each wit the effect noted on the forms
of the Bonds, and be sealed w' th the seal of the City;
provided, however, that the s al of the City may be a printed
or photocopied facsimile; and provided further that any of
such signatures may be printe or photocopied facsimiles and
the corporate seal may be omi ted on the Bonds as permitted by
law. In the event of disability or resignation or other
absence of any such officer, the Bonds may be signed by the
manual or facsimile signature of that officer who may act on
behalf of such absent or disabled officer . In case any such
officer whose signature or facsimile of whose signature shall
appear on the Bonds shall cease to be such officer before the
delivery of the Bonds, such ignature or facsimile shall
nevertheless be valid and su ficient for all purposes, the
same as if he or she had rem ined in office until delivery.
13
The Bonds when so prepared and executed, shall be
delivered by the Director, epartment of Finance and Manage-
ment Services, to the Purch ser upon receipt of the purchase
price, and the Purchaser sh 11 not be obliged to see to the
proper application thereof.
Section 2. 05 . Au hentication; Date of Re istration.
No Bond shall be valid or o ligatory for any purpose or be
entitled to any security or benefit under this resolution
unless a Certificate of Aut entication on such Bond, substan-
tially in the form set fort on the form of Bond, shall have
been duly executed by an au horized representative of the Bond
Registrar. Certificates of Authentication on different Bonds
need not be signed by the s me person. The Bond Registrar
shall authenticate the sign tures of officers of the City on
each Bond by execution of t e Certificate of Authentication on
the Bond and by inserting a the date of registration in the
space provided the date on hich the Bond is authenticated.
For purposes of delivering t e original Bonds to the
Purchaser , the Bond Registrar shall insert as the date of
registration the date of ori inal issue, which date is
specified in Section 3. 02 fo the Series 1988A Bonds an� shall
be as specified in the appli able Supplemental Resolution for
each series of Additional Bo ds. The Certificate of
Authentication so executed o each Bond shall be conclusive
evidence that it has been au henticated and delivered under
this resolution.
Section 2. 06. Re ' stration; Transfer; Exchan e.
The City will cause to be ke t at the principal office of the
Bond Registrar a bond regist r in which, subject to such
reasonable regulations as th Bond Registrar may prescribe,
the Bond Registrar shall pro ide for the registration of Bonds
and the registration of tran fers of Bonds entitled to be
registered or transferred as herein provided.
All Bonds surrende ed upon any exchange or transfer
provided for in this Resolut on shall be promptly cancelled by
the Bond Registrar and there fter disposed of as directed by
the City.
All Bonds delivere in exchange for or upon transfer
of Bonds shall be valid spec ' al obligations of the City
evidencing the same debt, an entitled to the same benefits
under this Resolution, as th Bonds surrendered for such
exchange or transfer.
14
Every Bond presen ed or surrendered for transfer or
exchange shall be duly endo sed or be accompanied by a written
instrument of transfer, in orm satisfactory to the Bond
Registrar, duly executed by the holder thereof or his, her or
its attorney duly authorize in writing.
The Bond Registrar may require payment of a sum
sufficient to cover any tax r other governmental charge
payable in connection with t e transfer or exchange of any
Bond and any legal or unusua costs regarding transfers and
lost Bonds.
Transfers shall al o be subject to reasonable
regulations of the City cont ined in any agreement with, or
notice to, the Bond Registra , including regulations which
permit the Bond Registrar to close its transfer books between
record dates and payment dat s.
Section 2. 07. Ri ts U on Transfer or Exchan e.
Each Bond delivered upon tra sfer of or in exchange for or in
lieu of any other Bond shall carry all the rights to intere�t
accrued and unpaid, and to a crue, which were carried by such
other Bond.
Section 2.08. Int rest Pa ment; Record Date;
Principal Payment Date. The Interest Payment Dates for all
series of Fixed Rate Bonds sh 11 be June 1 and December 1 of
each year from the date of is uance thereof until maturity
unless different Interest Pay ent Dates are specified in the
Supplemental Resolution autho izing the issuance of such
series of Fixed Rate Bonds.
Interest on any Global C rtificate shall be paid as
provided in the first paragra h thereof, and interest on any
Non-Global Bond shall be paid on each Interest Payment Date by
check or draft mailed to the erson in whose name the Bond is
registered (the "Holder" ) on he registration books of the
City maintained by the Bond R gistrar, and in each case at the
address appearing thereon at he close of business on the
fifteenth (15th) calendar day preceding such Interest Payment
Date (the "Regular Record Dat " ) . Any such interest not so
timely paid shall cease to be payable to the person who is the
Holder thereof as of the Regu ar Record Date, and shall be
payable to the person who is he Holder thereof at the close
of business on a date (the "S ecial Record Date" ) fixed by the
Bond Registrar whenever money becomes available for payment of
the defaulted interest.
5
If so provided in this Resolution or in a Supplemental
Resolution, interest may be paid to the Holder of a specified
principal amount (or larger principal amount) of bonds of a
particular series, at such older ' s option, by wire transfer
to an account specified in riting by such Holder, which
account must be maintained in a United States office or branch
of a commercial bank, thrif institution or other financial
institution. Notice of the Special Record Date shall be given
by the Bond Registrar to the Holders not less than ten (10)
days prior to the Special Re ord Date.
The Principal Paym nt Date for all series of Bonds
shall be December 1 of each ear , beginning on the December 1
specified herein (for the Se ies 1988A Bonds) or in a
Supplemental Resolution (for each series of Additional Bonds)
unless a different Principal Payment Date is specified in a
Supplemental Resolution auth rizing the issuance of a series
of Additional Bonds. Nothin in this paragraph or otherwise
in this Resolution shall be onstrued to limit the right of
the City to schedule princip 1 to become due as term bonds
subject to scheduled mandato y redemption from sinking fund
installments, or to require he City to schedule principal to
become due in each year duri g the term of a specific serie�
of Bonds.
Section 2.09. Hol ers; Treatment of Re istered
Owner; Consent of Holders.
(A) For the purposes of all actions, consents and other
matters affecting Holders of Bonds issued under this
Resolution, as from time to ime supplemented, other than
payments, redemptions, and p rchases, the City may (but shall
not be obligated to) treat a the Holder of a Bond the
beneficial owner of the Bond instead of the person in whose
name the Bond is registered. For that purpose, the City may
ascertain the identity of th beneficial owner of the Bond by
such means as the Bond Regis rar in its sole discretion deems
appropriate, including but n t limited to a certificate from
the person in whose name the Bond is registered identifying
such beneficial owner .
(B) The City and Bond R gistrar may treat the person in
whose name any Bond is regis ered as the owner of such Bond
for the purpose of receiving payment of principal of and
premium, if any, and interes (subject to the payment
provisions in Section 2. 08 a ove) on, such Bond and for all
other purposes whatsoever wh ther or not such Bond shall be
overdue, and neither the Cit nor the Bond Registrar shall be
affected by notice to the contrary.
16
(C) Any consent, reques , direction, approval, objection
or other instrument required y this Resolution, as
supplemented to be signed and executed by the Holders may be
in any number of concurrent w itings of similar tenor and must
be signed or executed by such Holders in person or by agent
appointed in writing. Proof f the execution of any such
consent, request, direction, pproval, objection or other
instrument or of the writing ppointing any such agent and of
the ownership of Bonds, if ma e in the following manner, shall
be sufficient for any of the urposes of this Resolution as
supplemented, and shall be co clusive in favor of the City
with regard to any action tak n by it under such request or
other instrument, namely:
(1) The fact and d te of the execution by any
person of any such writi g may be proved by the
certificate of any offic r in any jurisdiction who by law
has power to take acknow edgments within such
jurisdiction that the pe son signing such writing
acknowledged before him he execution thereof, or by an
affidavit of any witness to such execution.
(2) Subject to the provisions of subsection (A) ,
above, the fact of the o nership by any person of Bonds
and the amounts and numb rs of such Bonds, and the date
of the holding of the sa e, may be proved by reference to
the Bond Registrar.
Section 2. 10. Su emental Resolutions - Override.
Notwithstanding any provision herein to the contrary, a
Supplemental Resolution autho izing the issuance of Additional
Bonds may modify the terms of those Additional Bonds, and the
prescribed form thereof, in a manner inconsistent with this
Article II, and in such case he terms of the Supplemental
Resolution shall control as t the related series of
Additional Bonds; provided ho ever, that the terms of the
Supplemental Resolution may n t be such as to materially
prejudice the interests of th Holders of Bonds then
outstanding in the opinion of the City, bond counsel, and as
to the Insured Bonds (as defi ed in Section 3 . 09 (B) hereof) of
AMBAC Indemnity; provided that:
(A) a Supplemental Resolution authorizing the
issuance of Additional arity Bonds or Refunding Bonds as
permitted by Article VI hereof; and
17
(B) a Supplementa Resolution permitted by Section
6. 02
shall be conclusively deemed to be a Supplemental Resolution
which does not materially pr judice the interests of the
Holders of Bonds then outsta ding.
18
PART B - THE GLOBAL CERTIFICATES
Section 2. 11. De cri tion of the Global
Certificates and Global Boo -Entr S stem. Upon their
original issuance the Bonds may be issued in the form of a
single Global Certificate f r each maturity, deposited with
the Depository by the Purch ser and immobilized as provided in
Section 2. 12. No beneficia owners of interests in the Bonds
will receive certificates r presenting their respective
interests in the Bonds exce t as provided in Section 2. 12.
Except as so provided, duri g the term of the Bonds,
beneficial ownership (and s bsequent transfers of beneficial
ownership) of interests in he Global Certificates will be
reflected by book entries m de on the records of the
Depository and its Particip nts and other banks, brokers, and
dealers participating in th National System. The
Depository' s book entries o beneficial ownership interests
are authorized to be in inc ements of $5, 000 of principal of
the Bonds (or, in the case f Capital Appreciation Bonds, in
increments of Accreted Valu or in increments of $5,000
Accreted Value at maturity) , but not smaller increments,
despite the larger authoriz denominations of the Global
Certificates. Payment of principal of, premium, if any, and
interest on the Global Certificates will be made to the Bond
Registrar as paying agent, a d in turn by the Bond Registrar
to the Depository or its nominee as registered owner of the
Global Certificates, and the Depository according to the laws
and rules governing it will eceive and forward payments on
behalf of the beneficial own rs of the Global Certificates.
Payment of princip 1 of, premium, if any, and
interest on a Global Certifi ate may, in the City' s
discretion, be made by such ther method of transferring funds
as may be requested by the D pository .for a Global
Certificate.
Section 2. 12. Imm bilization of Global Certificates
b the De ositor ; Successor De ositor ; Re lacement Bonds.
Pursuant to the request of t e Purchaser to the Depository,
immediately upon the origina delivery of the Bonds the
Purchaser will deposit the G obal Certificates representing
all of the Bonds with the De ository. The Global Certificates
shall be in typewritten form or otherwise as acceptable to the
Depository, shall be registe ed in the name of the Depository
or its nominee and shall be eld immobilized from circulation
at the offices of the Deposi ory on behalf of the Purchaser
and subsequent bondowners. he Depository or its nominee will
be the sole holder of record of the Global Certificates and no
19
investor or other party purc asing, selling or otherwise
transferring ownership of interests in any Bond is to receive,
hold or deliver any Global C rtificates so long as the
Depository holds the Global ertificates immobilized from
circulation, except as provi ed below in this Section and in
Section 2. 15.
Global Certificate evidencing the Bonds may not,
after their original deliver , be transferred or exchanged
except:
( i) Upon regist ation of transfer of ownership of
a Global Certificate, a provided in Sections 2. 06 and
2. 15,
( ii) To any succ ssor of the Depository (or its
nominee) or any substit te depository (a "Substitute
Depository" ) designated pursuant to clause ( iii) of this
subparagraph, provided hat any successor of the
Depository or any Subst tute Depository must be both a
"clearing corporation" s defined in the Minnesota
Uniform Commercial Code at Minnesota Statutes,
Section 336. 8-102, and qualified and registered
"clearing agency" as pr vided in Section 17A of the
Securities Exchange Act of 1934, as amended,
(iii) To a Substi ute Depository designated by and
acceptable to the City pon (a) the determination by the
Depository that the Bon s shall no longer be eligible for
its depository services or (b) a determination by the
City that the Depositor is no longer able to carry out
its functions, provided that any substitute depository
must be qualified to act as such, as provided in clause
(ii) of this subparagrap , or
(iv) To those per ons to whom transfer is
requested in written tra sfer instructions in the event
that:
(a) the Depos ' tory shall resign or discontinue
its services for t e Bonds and the City is unable
to locate a Substi ute Depository within two (2)
months following t e resignation or determination
of non-eligibility or
(b) the City etermines in its sole discretion
that {1) the conti uation of the book-entry system
described herein, hich precludes the issuance of
20
certificates (othe than Global Certificates) to
any Holder other t an the Depository (or its
nominee) , might ad ersely affect the interests of
the beneficial own rs of the Bonds, or (2) that it
is in the best int rest of the beneficial owners of
the Bonds that the be able to obtain certificated
Bonds,
in either of which events the City shall notify Holders of its
determination and of the avai ability of certificates (the
"Replacement Bonds" ) to Holde s requesting the same and the
registration, transfer and ex hange of such Bonds will be
conducted as provided in Sect 'ons 2. 18 and 2. 06 hereof.
In the event of a r placement of the Depository as
may be authorized by this par graph, the Bond Registrar upon
preeentation of Global Certif 'cates shall register their
transfer to the substitute or successor depository, and the
substitute or successor depos ' tory shall be treated as the
Depository for all purposes a d functions under this
resolution. The Depository L tter Agreement shall not apply
to a Substitute Depository un ess the City and the Substitute
Depository so agree, and a si ilar agreement may be entered
into.
Section 2. 13 . Rede tion - Global Certificates.
Upon a reduction in the aggre ate principal amount of a Global
Certificate, the Holder may m ke a notation of such redemption
on the panel provided on the lobal Certificate stating the
amount so redeemed, or may re urn the Global Certificate to
the Bond Registrar in exchang or a new Global Certificate
authenticated by the Bond Registrar , in proper principal
amount. Such notation, if ma e by the Holder, shall be for
reference only, and may not b relied upon by any other person
as being in any way determina ive of the principal amount of
such Global Certificate outsta ding, unless the Bond Registrar
has signed the appropriate column of the panel.
For the purposes of �iving notice in accordance with
Section 2. 02, the "Holder" of lobal Certificates shall be the
Depository or its nominee if t e Global Certificates are then
registered in the name of the epository or its nominee.
Notices to the Holder shall co tain the CUSIP numbers of the
Bonds. If there are any Holde s of the Bonds other than the
Depository or its nominee, the Bond Registrar shall use its
best efforts to deliver any su h notice to the Depository on
the business day next precedin the date of mailing of such
notice to all other Holders.
1
Section 2. 14. For of Bond - Global Certificates.
The Global Certificates, tog ther with the Certificate of
Registration, the Register o Partial Payments, the form of
Assignment and the registrat on information thereon, shall be
in substantially the form of Exhibit A hereto (except as may
be otherwise provided in the applicable Supplemental
Resolution) and may be typew itten rather than printed.
Section 2. 15. Re stration; Transfer; Exchan e -
Global Certificates. A Glob 1 Certificate shall be registered
in the name of the payee on he books of the Bond Registrar by
presenting the Global Certif 'cate for registration to the Bond
Registrar, who will endorse is or her name and note the date
of registration opposite the name of the payee in the
certificate of registration n the Global Certificate;
provided however, that a Glo al Certificate may not be
registered in blank or in th name of "bearer" or similar
designation. Thereafter a G obal Certificate may be
transferred by delivery with an assignment duly executed by
the Holder or his, her or it legal representative, and the
City and Bond Registrar may reat the Holder as the person
exclusively entitled to exer ise all the rights and powers of
an owner until a Global Cert ' ficate is presented with such
assignment for registration f transfer, accompanied by
assurance of the nature prov' ded by law that the assignment is
genuine and effective, and u til such transfer is registered
on said books and noted ther on by the Bond Registrar, all
subject to the terms and con itions provided in the Resolution
and to reasonable regulation of the City contained in any
agreement with, or notice to, the Bond Registrar . Section
2. 06 shall also apply to the registration, transfer and
exchange of Global Certifica es.
Global Certificate may not be exchanged for Global
Certificates of smaller deno inations except as provided in
Section 2. 13 upon a partial edemption.
Transfer of a Tax- xempt Global Certificate may, at
the direction and expense of the City, be subject to other
restrictions if required to ualify the Tax-Exempt Global
Certificates as being "in re istered form" within the meaning
of Section 149 (a) of the fed ral Internal Revenue Code of
1986, as amended.
22
PART C - T E NON-GLOBAL BONDS
Section 2. 16 . Re em tion - Non-Global Bonds. To
effect a partial redemption of Non-Global Bonds having a
common maturity date, the B nd Registrar prior to giving
notice of redemption shall ssign to each Non-Global Bond
having a common maturity da e a distinctive number for each
$5, 000 of the principal amo nt (or , in the case of Capital
Appreciation Bonds, Accrete Value at maturity) of such Non-
Global Bond. The Bond Regi trar shall then select by lot,
using such method of select on as it shall deem proper in its
discretion, from the number so assigned to such Non-Global
Bonds, as many numbers as, t $5, 000 for each number, shall
equal the principal amount or Accreted Value) of such Non-
Global Bonds to be redeemed. The Non-Global Bonds to be
redeemed shall be the Non-G obal Bonds to which were assigned
numbers so selected; provid d, however , that only so much of
the principal amount of eac such Non-Global Bond of a
denomination of more than $5, 000 (or more than $5,000 Accreted
Value at maturity) shall be redeemed as shall equal $5, 000 of
principal amount (or Accrete Value at maturity) for each
number assigned to it and so selected.
If a Non-Global Bo d is to be redeemed only in part,
it shall be surrendered to t e Bond Registrar (with, if the
City or Bond Registrar so re uires, a written instrument of
transfer in form satisfactor to the City and Bond Registrar
duly executed by the Holder hereof or his, her or its
attorney duly authorized in riting) and the City shall
execute ( if necessary) and t e Bond Registrar shall
authenticate and deliver to he Holder of such Non-Global
Bond, without service charge, a new Non-Global Bond or Bonds
of the same series having th same stated maturity and
interest rate and of any aut orized denomination or
denominations, as requested y such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed
portion of the principal of t e Bond so surrendered.
2. 17. Form of Bond - Non-Global Bonds. If the City
has notified the Holders of G obal Certificates that
Replacement Bonds have been m de available as provided in
Section 2. 12, then for every ond thereafter transferred or
exchanged the Bond Registrar hall deliver a certificate in
the form of the Replacement B nd rather than the Global
Certificate, but the Holder o a Global Certificate shall not
otherwise be required to exch nge the Global Certificate for
one or more Replacement Bonds since the City recognizes that
some bondholders may prefer t e convenience of the
3
Depository' s registered owner hip of the Bonds even though the
entire issue is no longer req ired to be in global book- entry
form. Replacement Bonds, and all Bonds issued as Non-Global
Bonds, together with the Bond Registrar ' s Certificate of
Authentication, the form of A signment and the registration
information thereon, shall be in substantially the form of
Exhibit B hereto (except as m y be otherwise provided in the
applicable Supplemental Resol tion) .
Section 2. 18 . Re i tration; Transfer; Exchan e -
Non-Global Bond. Upon surren er for transfer of any Non-
Global Bond at the principal ffice of the Bond Registrar, the
City shall execute ( if necess ry) , and the Bond Registrar
shall authenticate, insert th date of registration (as
provided in Section 2. 05) of, and deliver , in the name of the
designated transferee or tran ferees, one or more new Non-
Global Bonds of any authorize denomination or denominations
of a like aggregate principal amount, having the same stated
maturity and interest rate, a requested by the transferor;
provided, however, that no Bo d may be registered in blank or
in the name of "bearer" or si ilar designation. Whenever
ownership of any Non-Global B nds should be transferred
without surrender of the Non- lobal Bond for transfer or
should be registered in nomin e name only, the registered
owner of the Non-Global Bond hall, if and to the extent
required to preserve the excl sion from gross income of the
interest on the Bonds and at he direction and expense of the
City, maintain for the City a record of the actual owner of
the Non-Global Bond or of ben fifcial interests therein.
At the option of th Holder of a Non-Global Bond,
such Bonds may be exchanged f r Non-Global Bonds of any
authorized denomination or de ominations of a like aggregate
principal amount and stated aturity, upon surrender of the
Non-Global Bonds to be excha ged at the principal office of
the Bond Registrar . Whenever any Non-Global Bonds are so
surrendered for exchange, th City shall execute ( if
necessary) , and the Bond Reg ' strar shall authenticate, insert
the date of registration of, and deliver the Non-Global Bonds
which the Holder making the xchange is entitled to receive.
Section 2.06 shall also appl to the registration, transfer
and exchange of Non-Global B nds.
24
PART D - OTHE BOND PROVISIONS
Section 2. 19. Variable ate Bonds Ad 'ustable Rate Bonds.
(A) A Supplemental Reso ution may provide that a series
of Bonds be issued as Variabl Rate Bonds or as Adjustable
Rate Bonds. In that case, th form of bond for a series of
Variable Rate Bonds or Adjust ble Rate Bonds shall be varied
from the forms of bond attach d hereto as Exhibits A and B, as
appropriate to include therei provisions with respect to the
rate of interest to be borne rom time to time by such series
of Variable Rate Bonds or Adj stable Rate Bonds, to provide
for the conversion of a serie of Variable Rate Bonds or
Adjustable Rate Bonds to Fixe Rate Bonds, and, if applicable,
to provide for the mandatory urchase or purchase of Variable
Rate Bonds or Adjustable Rate Bonds upon demand by a Holder
thereof, or otherwise, as app opriate.
(B) If necessary to obt in an investment grade rating
for a series of Variable Rate Bonds or Adjustable Rate Bonds,
or to maintain the rating or atings then in effect for other
series of outstanding Bonds, he City shall obtain a Credit
Facility.
(C) If and as further p ovided in the Supplemental
Resolution authorizing the is uance of a series of Variable
Rate Bonds or Adjustable Rate Bonds, the City shall appoint a
member of the National Associ tion of Securities Dealers (a
"Remarketing Agent" ) to remar et the Variable Rate Bonds or
Adjustable Rate Bonds from ti e to time, and to perform such
other duties as the City shal deem necessary or advisable,
which duties may include dete minations from time to time of
the rate of interest to be bo ne by such series of Variable
Rate Bonds or Adjustable Rate Bonds. Each such Remarketing
Agent shall be appointed purs ant to the applicable
Supplemental Resolution, and he City shall enter into an
agreement with such Remarketi g Agent specifying the duties
and obligations of the Remark ting Agent, and providing for
compensation to the Remarketi g Agent.
(D) On the date of orig 'nal issuance of a series of
Variable Rate Bonds, there sh 11 be deposited in the Bond
Account the Minimum Variable ate Interest Amount for such
series of Variable Rate Bonds. No similar deposit shall be
required in connection with t e issuance of a series of
Adjustable Rate Bonds, unless such a deposit is necessary in
order to maintain the rating r ratings then in effect for
other Bonds then outstanding.
25 .
(E) The provisions of this Resolution, as from time to
time supplemented, pertinent t Variable Rate Bonds or
Adjustable Rate Bonds shall ap ly only for so long as such
Bonds bear interest subject to redetermination as provided
therein and in the applicable Supplemental Resolution. From
and after the date on which s ch Bonds become obligations
which bear interest at a sing e numerical rate for their
remaining term, such Bonds sh 11 be deemed Fixed Rate Bonds
subject only to the provision hereof applicable to Fixed Rate
Bonds.
Section 2. 20. Ca ital A reciation Bonds.
(A) A Supplemental Reso ution may provide that a series
of Bonds, or any portion ther of, may be issued as Capital
Appreciation Bonds, in which ase the Supplemental Resolution
authorizing the issuance of t e Capital Appreciation Bonds and
the form of Bond shall includ therein appropriate provisions
with respect to the accrual a d compounding of interest and
other provisions determined t be necessary or desirable by
the City. The Supplemental R solution shall further specify
the Accreted Value of such Ca ital Appreciation Bonds as of
specified dates from the date of issue to maturity. The forms
of Bond attached hereto as Ex ibits A and B shall be modified
as necessary to include provi ions required for Capital
Appreciation Bonds.
(B) For the purposes of payment and redemption and of
any actions, consents or othe matters affecting the Holders
of Bonds, the principal amoun of any Capital Appreciation
Bond on the appropriate date hall be its Accreted Value as of
the most recent date of deter ination.
(C) If so provided in t e applicable Supplemental
Resolution, Capital Appreciat 'on Bonds may be issued on terms
which provide for the payment of interest thereon periodically
after a specified date. Afte such date, if any, such Bonds
shall be treated as Fixed Rat Bonds.
Section 2. 21. Cred ' t Facilities. Nothing in this
Resolution or any Supplementa Resolution shall be construed
to limit the right of the Cit to obtain a Credit Facility for
the benefit of the Holders of all or any portion of any series
of Bonds issued hereunder. T e terms and conditions for each
such Credit Facility shall be set forth in the applicable
Supplemental Resolution and i the related Credit Agreement.
Each Credit Facility shall b held by the City (or a Fiduciary
26
acting for the benefit of t e City and Holders of Bonds) for
the sole and exclusive bene it of the Holders of the Bonds
secured by such Credit Faci ity, and such Credit Facility
shall not be an asset avail ble for the benefit of any other
Holders of Bonds.
Section 2. 22. Ma dator Purchase; Tender . The
Bonds of any series may be ubject to mandatory purchase by
the City on a specified dat or dates, or may be subject to
purchase upon tender thereo by the Holders on a specified
date or dates. The dates o which Bonds of a series shall be
purchased, or may be tender d for purchase, shall be set forth
in the related Supplemental Resolution and in the form of such
Bonds (and the form of Bond attached hereto as Exhibits A and
B shall be modified accordi gly) . If the Supplemental
Resolution contemplates that the Bonds shall be remarketed
upon purchase or tender for urchase, the City shall make
appropriate arrangements wit a member of the National
Association of Securities De lers for remarketing of the
Bonds, and for related servi es which may include
redetermining the rate of in erest to be borne by such Bonds
from time to time or upon re arketing. The City may also
retain the services of an in ependent entity to make such
interest rate determinations The City may retain the
services of a Fiduciary in c nnection with the purchase or
tender of Bonds and the paym nt of the purchase price thereof,
including payment from the p oceeds of a Credit Facility.
Any moneys held or accu ulated by the City to fulfill its
obligation to purchase Bonds shall be held in a separate
account which is not part of the Sewer Service Enterprise
Fund, and the Holders of the Bonds, other than the Holders of
the series of Bonds to which such account relates, shall have
no claim thereon.
If and to the extent the City is required to segregate or
otherwise set aside moneys fr m Revenues in connection with an
obligation of the City to pur hase Bonds upon tender or
demand, such obligation shall be expressly subordinated to the
City' s obligation to pay debt service when due on all Bonds
outstanding.
7�
AR ICLE III
THE SERI S 1988A BONDS
Section 3 . 01. Acc tance of Offer; Purchase
Agreement. The offer of Dou herty, Dawkins, Strand & Yost
Incorporated and Piper Jaffr y & Hopwood Incorporated
(jointly, the "Purchaser" ) t purchase $78,450,000 Sewer
Revenue Bonds, Series 1988A, of the City (the "Series 1988A
Bonds" ) , in accordance with he Purchase Contract dated
May 26, 1988 (the "Purchase greement" ) , at the rates of
interest hereinafter set for h, and to pay therefor the sum of
$77, 115,575, plus interest a crued to settlement, is hereby
accepted. The Director, Dep rtment of Finance and Management
Services, or his designee, i directed to retain the deposit
of said Purchaser and credit the amount thereof against the
purchase price for the Serie 1988A Bonds, or to return the
deposit if the purchase pric for the Series 1988A Bonds is
paid in full at closing. Ot erwise, the deposit of the
Purchase shall be retained o ly as provided in the Purchase
Agreement. The Mayor, the C erk, and the Director , Department
of Finance and Management Se vices are authorized and directed
to execute and deliver the P rchase Agreement in substantially
the form submitted to this C uncil, with such changes,
modifications, additions and deletions as shall be necessary
and appropriate and approved by the City Attorney. Execution
by such officers of the Purc ase Agreement shall be conclusive
evidence as to the necessity and propriety of changes and
their approval by the City A torney.
Section 3 . 02. The Series 1988A Bonds-General. The
Series 1988A Bonds shall be itled "Sewer Revenue Bonds,
Series 1988A" , shall be date June 1, 1988 , as the date of
original issue and shall be ssued forthwith on or after such
date as fully registered bon s in the form of Global
Certificates. The Bonds sha 1 be numbered from R-1 upward.
The Series 1988A Global Cert ficates shall each be in the
denomination of the entire p incipal amount maturing on a
single date. Replacement Bo ds, if issued as provided in
Section 2. 12, shall be in th denomination of $5,000 each or
in any integral multiple the eof of a single maturity. The
Series 1988A Bonds shall mat re on December 1 in the years and
amounts as follows:
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December 1 �
of the Year Amount
1990 $ 2, 205,000
1991 2, 320, 000
1992 2, 445, 000
1993 2,590,000
1994 2, 745, 000
1995 2, 915, 000
1996 3 , 105,000
1997 3 , 310, 000
1998 3 , 535,000
1999 3 , 780,000
2000 4 , 045,000
2001 4, 340,000
2008 41, 115 , 000
The Series 1988A onds shall be issued as Tax-Exempt
Bonds to which all Tax-Exem t Bond provisions and covenants
herein shall apply.
Section 3 . 03 . Pu ose. The Series 1988A Bonds
shall be issued to provide unds to pay or reimburse for the
cost of construction of var ' ous Improvements to the Sewer
System of the City, to fund the Reserve Requirement with
respect to the Series 1988A Bonds, to pay capitalized interest
on the Series 1988A Bonds a d to pay the costs of issuance
thereof, including the cost of municipal bond insurance. The
proceeds of the Series 1988 Bonds shall be deposited in the
Accounts in the Sewer Servic Enterprise Fund as provided in
Article IV. The total cost f the Improvements financed by
the issuance of the Series 1 88A Bonds, including all costs
enumerated in Minnesota Stat tes, Section 475 . 65, is estimated
to be at least equal to the mount of the Series 1988A Bonds
less the amounts deposited i the Reserve Fund or disbursed to
pay costs of issuance of the Series 1988A Bonds. Work on the
Improvements has proceeded o shall proceed with due diligence
to completion.
Section 3 . 04. Int rest. The Series 1988A Bonds
shall be Fixed Rate Bonds, a d shall bear interest payable
semiannually on June 1 and D cember 1 of each year (each, an
"Interest Payment Date" ) , co mencing December 1, 1988,
calculated on the basis of a 360-day year of twelve 30-day
months, at the respective ra es per annum for each of the
maturity years of the Series 1988A Bonds, as set forth below:
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Maturity Interest �
Year Rate
1990 5. 60�
1991 5 . 90
1992 6. 10
1993 6 . 30
1994 6. 50
1995 6. 70
1996 6. 90
1997 7. 00
1998 7. 10
1999 7. 20
2000 7. 30
2001 7. 40
2008 8 . 00
Section 3 . 05. Re em tion.
(A) 0 tional Redem ti n. Al1 Series 1988A Bonds
maturing on or after Decemb r 1, 1999, shall be subject to
redemption and prepayment at the option of the City on
December 1, 1998, and on any Interest Payment Date thereafter
at a price of par plus accru d interest plus a premium
(expressed as a percentage o the principal amount redeemed)
set forth below:
Redemption Dates Redemption Premium
December l, 1998 or June 1, 999 1�
December 1, 1999 and any Int rest
Payment Date thereafter p�
(B) Scheduled Mandator Redem tion. Subject to the
terms of Section 2. 02, 2. 13 nd 2. 16 , the Series 1988A Bonds
maturing on December 1, 2008, are subject to redemption and
prepayment on each December 1 in the years 2002 through 2008,
inclusive, at a price of par lus accrued interest in the
years and amounts set forth b low:
0
December 1 of
the Year Amount
2002 $4 ,660, 000
2003 5,000,000
2004 5 , 380, 000
2005 5,800,000
2006 6, 255, 000
2007 6 , 745, 000
2008 (maturity) 7, 275, 000
(C) General Redem tio Provision. Redemption may be in
whole or in part of the Ser es 1988A Bonds subject to
prepayment. If optional re emption is in part, those Bonds
remaining unpaid which have the latest maturity date shall be
prepaid first. If only par of the Bonds having a common
maturity date are called fo prepayment, the Global
Certificates may be prepaid in $5, 000 increments of principal
and, if applicable, the spe ific Non-Global Bonds to be
prepaid shall be chosen by ot by the Bond Registrar. Bonds
or portions thereof called or redemption shall be due and
payable on the redemption d te, and interest thereon shall
cease to accrue from and after the redemption date.
Section 3 . 06. De sits to Accounts; Disbursements.
The proceeds of the Series 1 88A Bonds shall be deposited in
the Accounts created by Arti le IV hereof as follows:
(a) to the Reserve Acc unt $7, 845,000
(b) to the Bond Accoun $ Zlo ZO7.�3
(c) to the Constructio
Account the balance of all
amounts received upon
sale of the Series 1988A
Bonds.
There shall be transfer ed or disbursed to other City
accounts, from the Construct 'on Account, promptly upon receipt
of the proceeds of sale of t e Series 1988A Bonds, the sum of
$14,402,000 as reimbursement to the City of amounts previously
expended for Improvements as ore fully described in a
certificate of the City to be delivered on the date of
issuance of the Series 1988A onds. Further, there shall be
remitted from the Constructio Account to AMBAC Indemnity
Corporation, the "Credit Prov 'der" for the Series 1988A Bonds
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maturing in the years 1990 through 2001, inclusive, promptly
upon receipt of the proceed of sale of the Series 1988A
Bonds, the sum of $ Z as full payment of the
premium for the Municipal B nd Insurance Policy provided by
such Credit Provider . The alance of amounts deposited in the
Accounts as provided above hall be disbursed or applied as
provided in Article IV.
Section 3 . 07. De ositor Letter A reement; Other
Documents.
(A) The Deposito y for the Series 1988A Bonds shall
be Midwest Securities Trust Company pursuant to the Depository
Letter Agreement approved b low. Pursuant to the request of
the Purchaser of the Series 1988A Bonds to the Depository,
immediately upon the origin 1 delivery of the Series 1988A
Bonds, the Purchaser will d posit the Global Certificates
representing all of said Bo ds with the Depository. The
Depository Letter Agreement for the Series 1988A Bonds is
hereby approved, and shall e executed on behalf of the City
by the Mayor , Clerk and Dir ctor , Department of Finance and
Management Services, in sub tantially the form approved, with
such changes or modificatio s therein as may be necessary and
are approved by the City At orney. So long as Midwest
Securities Trust Company is the Depository or it or its
nominee is the Holder of an Global Certificate, the City
shall comply with the provi ions of the Depository Letter
Agreement, as it may be ame ded or supplemented by the City
from time to time with the greement or consent of Midwest
Securities Trust Company.
(B) The Mayor , C erk and Director, Department of
Finance and Management Serv' ces are hereby authorized and
directed to execute and del 'ver such other agreements,
documents or certificates a may be necessary or desirable to
effectuate the purposes of his Resolution upon approval of
the form thereof by the Cit Attorney. The Clerk and other
officers of the City are di ected to provide to bond counsel,
the Purchaser , and others a appropriate, certified copies of
this Resolution and other p rtinent proceedings of the City.
All certificates provided b the City in connection with the
authorization, issuance and delivery of the Series 1988A Bonds
shall be deemed representat ' ons of the City as to all matters
stated therein.
Section 3 . 08 . No Desi nation of ualified
Tax-Exempt Obligations. Th Series 1988A Bonds, together with
other obligations expected o be issued by the City in 1988 ,
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exceed in amount those whi h may be qualified� as "qualified
tax-exempt obligations" wi hin the meaning of Section
265 (b) (3) of the Code, and hence are not designated for such
purpose.
Section 3 . 09. M nici al Bond Insurance.
(A) The Credit acility for the Series 1988A Bonds
maturing in the years 1990 through 2001, inclusive (the
"Insured Bonds" ) , shall be the Municipal Bond Insurance
Policy, Policy No. 2836BE, effective as of June 1, 1988 issued
by AMBAC Indemnity Corpora ion. AMBAC Indemnity Corporation
is the "Credit Provider" f r the Insured Bonds. Said Credit
Facility insures only the payment of debt service (which does
not include any premium due on payment of an Insured Bond) on
the Insured Bonds.
(B) Definitions. For the purposes of this Section
3 . 09 and the Series 1988A B nds only, the following terms
shall have the following me nings:
"AMBAC Indemnity" shall mean AMBAC Indemnity
Corporation, a Wisconsin-do iciled stock insurance company.
"Credit Facility" shall mean the "Municipal Bond
Insurance Policy" as define below.
"Credit Provider" shall mean "AMBAC Indemnity" as
defined above.
"Insured Bonds" s all mean the Series 1988A Bonds
maturing in the years 1990 hrough 2001, inclusive.
"Municipal Bond I surance Policy" shall mean the
municipal bond insurance po icy issued by AMBAC Indemnity
insuring the payment when d e of the principal of and interest
on the Insured Bonds as pro ided therein.
(C) Consents•
(1) Consent of AMBAC Indemnity.
Any provision of his Resolution expressly
recognizing or granting rig ts in or to AMBAC Indemnity may
not be amended in any manner which affects the rights of AMBAC
Indemnity hereunder without the prior written consent of AMBAC
Indemnity.
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(2) Consent of AMBAC Indemnity in Addition to
Bondholder Consen .
Unless otherwise rovided in this Section, AMBAC
Indemnity' s consent shall b required in addition to
Bondholder consent, when re uired, for the following purposes:
( i) execution and delivery f any Supplemental Resolution; and
( ii) initiation or approval of any action not described in ( i)
above which requires Bondho der consent.
(3) Consent of AMBAC Indemnity Upon Default.
Anything in this esolution to the contrary notwith-
standing, upon the occurren e and continuance of a default by
the City on its obligations with respect to the Insured Bonds,
AMBAC Indemnity shall be en itled to control and direct the
enforcement of all rights a d remedies of the Bondholders of
the Insured Bonds under thi Resolution and AMBAC Indemnity
shall also be entitled to a prove all waivers of such
defaults.
(4) Consent Not Required In Certain Cases.
The consent of AM AC Indemnity shall not be required
for any Supplemental Resolu ion permitted by Article VI of
this Resolution or permitte by Section 7. 02 of this
Resolution, except that the consent of AMBAC Indemnity shall
be required for a Supplemen al Resolution adopted by the City
pursuant to Section 7. 02 (D) for the purposes of Section
2. 19 (B) or 2. 21 of this Res lution.
(D) Notices to b Given to AMBAC Indemnit .
While the Municipal Bond Insurance Policy is in
effect, the City shall furni h to AMBAC Indemnity:
(1) as soon as pr cticable after the filing
thereof, a copy of any finan ial statement of the City and a
copy of any audit and annual report of the City;
(2) a copy of any notice to be given to the
registered owners of the Ins red Bonds and any certificate
rendered pursuant to this Re olution relating to the security
for the Bonds; and
(3) such addition 1 information it may reasonably
request.
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The City will permi AMBAC Indemnity to discuss the
affairs, finances and account of the City or any information
AMBAC Indemnity may reasonabl request regarding the security
for the Insured Bonds with ap ropriate officers of the City.
The City will permit AMBAC In emnity to have access to and to
make copies of all books and ecords relating to the Insured
Bonds at any reasonable time.
AMBAC Indemnity sha 1 have the right to direct an
accounting at the City' s expe se, and the City' s failure to
comply with such direction wi hin thirty (30) days after
receipt of written notice of he direction from AMBAC
Indemnity shall be deemed a d fault hereunder; provided,
however, that if compliance c nnot occur within such period,
then such period will be exte ded so long as compliance is
begun within such period and iligently pursued, but only if
such extension would not mate ially adversely affect the
interests of any registered o ner of the Insured Bonds.
Notwithstanding any other provision of this
Resolution, the City shall im ediately notify AMBAC Indemnity
if at any time there are insu ficient moneys to make any
payments of principal and/or 'nterest on the Insured Bonds as
required and immediately upon the occurrence of any default in
the obligations of the City h reunder .
(E) Permitted Inve tments; Value of Permitted
Investments. Notwithstanding the provisions of Section 4. 09
or of any other provision in his Resolution to the contrary,
any investments of the procee s of the Series 1988A Bonds (or
the income derived from such investments) and any investments
attributable to the Series 1988A Bonds shall be governed by
this Section 3 . 09 (E) while an Insured Bonds remain
outstanding. The following s all be the "Permitted
Investments" :
(1) Direct obligations of (including obligations
issued or held in book entry form on the books of) the
Department of the Treasury of the United States of America;
(2) Obligations of any of the following federal
agencies, which obligations represent full faith and credit of
the United States of America:
- Farmers Hom Administration
- General Ser ices Administration
- U.S. Mariti e Administration
- Small Busin ss Administration
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- Governmen National Mortgage Association (GNMA)
- U.S. Depa tment of Housing & Urban
Developme t (PHA' s)
- Federal H using Administration;
(3) U.S. Dollar denominated deposit accounts fully
insured to the holder (up o the $100,000 maximum coverage) by
the Federal Deposit Insura ce Corporation in commercial banks;
(4) U.S. Dollar denominated deposit accounts,
federal funds and banker 's acceptances with commercial banks
(foreign or domestic) whic have a rating on their short term
certificates of deposit on the date of purchase of "A-1" or
"A-1+�� by Standard & Poor ' s and "P-1" by Moody' s and maturing
no more than 360 days after the date of purchase;
(5) Money market funds rated in the highest rating
category by any nationally ecognized rating agency, which are
monitored quarterly;
(6) Pre-refunded municipal obligations defined as
follows:
Any bonds or othe obligations of any state of the
United States of inerica or of any agency,
instrumentality o local governmental unit of any
such state (i) wh'ch are not callable at the option
of the obligor pr 'or to maturity or as to which
irrevocable notic has been given by the obligor to
call on the date pecified in the notice, and ( ii)
which are fully s cured as to principal and interest
and redemption pre ium, if any, by a fund consisting
only of cash or ob igations described in paragraph
(1) above, which f nd may be applied only to the
payment of such pr 'ncipal of and interest and
redemption premium if any, on such bonds or other
obligations on the maturity date or dates thereof or
the specified rede ption date or dates pursuant to
such irrevocable i structions, as appropriate, and
( iii) which fund i sufficient, as verified by an
independent certif ed public accountant, to pay
principal of and i terest and redemption premium, if
any, on the bonds r other obligations described in
this paragraph on he maturity date or dates thereof
or on the redempti n date or dates specified in the
irrevocable instru tions referred to in subclause
( i) of this paragr ph, as appropriate, and (iv)
which are rated, b sed on the escrow, in the highest
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rating category f Standard & Poor ' s Corporation and
Moody' s Investor Service, Inc. or any successors
thereto;
(7) Investment greements approved by AMBAC
Indemnity Corporation.
The value of the above Permitted Investments shall
be determined as provided 'n "Value" below.
"Value" as of an particular time of determination,
means that the value of an investments shall be calculated as
follows:
(I) as to investments the bid and asked prices
of which are published on a regular basis in The
Wall Street Journ 1 (or , if not there, then in The
New York Times) : the average of the bid and asked
prices for such i vestments so published on or most
recently prior to such time of determination;
( II) as to 'nvestments the bid and asked
prices of which a e not published on a regular basis
in The Wall Stree Journal or The New York Times:
the average bid p ice at such time of determination
for such investme ts by any two nationally
recognized govern ent securities dealers (selected
by the City in it absolute discretion) at the time
making a market i such investments or the bid price
published by a na ionally recognized pricing
service;
( III) as to certificates of deposit and
bankers acceptanc s: the face amount thereof, plus
accrued interest; and
(IV) as to ny investment not specified above:
the value thereof established by prior agreement
between the City nd AMBAC Indemnity Corporation.
If more than one provision f this definition of "Value" shall
apply at any time to any pa ticular investment, the value
thereof at such time shall e determined in accordance with
the provision establishing he lowest value for such
investment.
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(F) Defeasance.
(1) Notwithstanding any provision of Section 7. 03 or
other provision of this Resol tion to the contrary, this
Section 3 . 09 (F) shall govern efeasance of the Series 1988A
Bonds while any Insured Bonds remain outstanding.
(2) In the event t at the principal and/or interest
due on the Insured Bonds shal be paid by AMBAC Indemnity
pursuant to the Municipal Bon Insurance Policy, the Insured
Bonds shall remain outstandin for all purposes, not be
defeased or otherwise satisfi d and not be considered paid by
the City, and the pledge of R venues and all covenants,
agreements and other obligati ns of the City to the registered
owners of the Insured Bonds s all continue to exist and shall
run to the benefit of AMBAC I demnity, and AMBAC Indemnity
shall be subrogated to the ri hts of such registered owners of
the Insured Bonds.
(3 ) AMBAC Indemnit will allow the following
obligations to be used for de easance purposes:
(a) Cash full insured by the Federal Deposit
Insurance Corporati n or
(b) Direct obligations of ( including
obligations issued r held in book entry form on the
books of) the Depar ment of the Treasury of the
United States of Am rica.
(G) Pa ment Proced re Pursuant to Munici al Bond
Insurance Policy.
( 1) As long as the bond insurance shall be in full
force and effect, the City an any Fiduciary shall comply with
the following provisions:
(a) If five (5) days prior to an Interest
Payment Date the City determines that there will be
insufficient funds in the Funds and Accounts to pay
the principal of or interest on the Insured Bonds on
such Interest Payme t Date, the City shall so notify
AMBAC Indemnity. Such notice shall specify the
amount of the anticipated deficiency, the Insured
Bonds to which suc deficiency is applicable and
whether such Insur d Bonds will be deficient as to
principal or inter st, or both. If the City has not
so notified AMBAC I demnity five (5) days prior to
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an Interest Paym nt Date, AMBAC Indemnity will make
payments of prin ipal or interest due on the Insured
Bonds on or befo e the fifth (5th) business day next
following the da e on which AMBAC Indemnity shall
have received no ice of nonpayment fdrm the City.
(b) The Cit shall, after giving notice to
AMBAC Indemnity a provided in (a) above, make
available to AMBA Indemnity and, at AMBAC
Indemnity' s direc ion, to the United States Trust
Company of New Yo k, as insurance trustee for AMBAC
Indemnity or any uccessor insurance trustee (the
"Insurance Truste " ) , the registration books of the
City maintained b the Bond Registrar and all
records relating o the Accounts maintained under
this Resolution.
(c) The Cit shall provide AMBAC Indemnity and
the Insurance Tru tee with a list of registered
owners of Insured Bonds entitled to receive
principal or inte est payments from AMBAC Indemnity
under the terms o the Municipal Bond Insurance
Policy, and shall make arrangements with the
Insurance Trustee (i) to mail checks or drafts to
the registered ow ers of Insured Bonds entitled to
receive full or partial interest payments from AMBAC
Indemnity and (ii) to pay principal upon Insured
Bonds surrendered o the Insurance Trustee by the
registered owners f Insured Bonds entitled to
receive full or pa tial principal payments from
AMBAC Indemnity.
(d) The City shall, at the time it provides
notice to AMBAC In emnity pursuant to (a) above,
notify registered wners of Insured Bonds entitled
to receive the pay ent of principal or interest
thereon from AMBAC Indemnity ( i) as to the fact of
such entitlement, ii) that AMBAC Indemnity will
remit to them all r a part of the interest payments
next coming due up n proof of Bondholder entitlement
to interest paymen s and delivery to the Insurance
Trustee, satisfact ry to AMBAC Indemnity, of an
appropriate assign ent of the registered owner ' s
right to payment, ( iii) that should they be entitled
to receive full pa ment of principal from AMBAC
Indemnity, they must surrender their Insured Bonds
(along with an appr priate instrument of assignment
satisfactory to AMB C Indemnity to permit ownership
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of such Insured onds to be registered in the name
of AMBAC Indemni y) for payment to the Insurance
Trustee, and not the City, and ( iv) that should they
be entitled to r ceive partial payment of principal
from AMBAC Indem ity, they must surrender their
Insured Bonds fo payment thereon first to the Bond
Registrar who sh 11 note on such Insured Bonds the
portion of the p incipal paid by the City and then,
along with an ap ropriate instrument of assignment
satisfactory to BAC Indemnity, to the Insurance
Trustee, which will then pay the unpaid portion of
principal.
(e) In the vent that the City has notice that
any payment of pr 'ncipal of or interest on an
Insured Bond whic has become due for payment and
which is made to Bondholder by or on behalf of the
City has been dee ed a preferential transfer and
theretofore recov red from its registered owner
pursuant to the U ited States Bankruptcy Code by a
trustee in bankru tcy in accordance with the final,
nonappealable ord r of a court having competent
jurisdiction, the City shall at the time AMBAC
Indemnity is noti ied pursuant to (a) above, notify
all registered ow ers that in the event that any
registered owner ' payment is so recovered, such
registered owner ill be entitled to payment from
AMBAC Indemnity t the extent of such recovery if
sufficient funds a e not otherwise available, and
the City shall fur ish to AMBAC Indemnity its
records evidencing the payments of principal of and
interest on the In ured Bonds which have been made
by the City and su sequently recovered from
registered owners nd the dates on which such
payments were made
(f) In addit on to those rights granted AMBAC
Indemnity under th s Resolution AMBAC Indemnity
shall, to the exte t it makes payment of principal
of or interest on nsured Bonds, become subrogated
to the rights of t e recipients of such payments in
accordance with th terms of the Municipal Bond
Insurance Policy, nd to evidence such subrogation
(i) in the case of subrogation as to claims for past
due interest, the ond Registrar shall note AMBAC
Indemnity' s rights as subrogee on the registration
books of the City m intained by the Bond Registrar
upon receipt from BAC Indemnity of proof of the
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payment of interest hereon to the r.egistered owners
of the Insured Bonds, and ( ii) in the case of
subrogation as to cl ims for past due principal , the
Bond Registrar shall note AMBAC Indemnity' s rights
as subrogee on the r gistration books of the City
maintained by the Bo d Registrar upon surrender of
the Bonds by the registered owners thereof together
with proof of the pa ment of Principal thereof.
(H) Fiduciaries. If at any time the City appoints
a fiduciary for the Insured B nds, the following provisions
shall apply while any Insured Bonds remain outstanding:
(1) The Fiduciary ay be removed at any time, at
the request of AMBAC Indemnit , for any breach of its duties
or obligations.
(2) AMBAC Indemnit shall receive prior written
notice of any Fiduciary resig ation.
(3) Every successo Fiduciary appointed by the City
shall be a trust company or b nk in good standing located in
or incorporated or chartered nder the laws of the State of
Minnesota or of the United St tes duly authorized to exercise
trust powers and subject to e amination by federal or state
authority, having a reported apital and surplus of not less
than $75,000,000 and acceptab e to AMBAC Indemnity.
( I) Ri hts of Bond olders. Notwithstanding any
other provision of this Resol tion, in determining whether the
rights of the Holders of Insu ed Bonds will be adversely
affected by any action taken ursuant to the terms and
provisions of this Resolution, the City (and any Fiduciary for
the Insured Bonds) shall cons ' der the effect on such Holders
as if there were no Municipal Bond Insurance Policy.
(J) Parties Intere ted Herein. Nothing in Section
3 . 09 of this Resolution expre sed or implied is intended or
shall be construed to confer pon, or to give to, any person
or entity, other than the Cit , AMBAC Indemnity, any Fiduciary
for the Insured Bonds, and t e registered owners of the
Insured Bonds, any right, re edy or claim under or by reason
of Section 3 . 09 of this Reso ution or any covenant, condition
or stipulation hereof, and a 1 covenants, stipulations,
promises and agreements in S ction 3 . 09 of this Resolution
contained by and on behalf o the City shall be for the sole
and exclusive benefit of the City, AMBAC Indemnity, any
Fiduciary for the Insured Bo ds, if any, and the registered
owners of the Insured Bonds.
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AR ICLE IV
SEWER SERVICE ENT RPRISE FUND; ACCOUNTS;
EXCESS ARNINGS FUND
Section 4. 01. Sew r Service Enter rise Fund;
Accounts. For the convenien e and proper administration of
the proceeds from the sale o the Bonds and for the payment of
principal of and interest on the Bonds, there is hereby
created and established as a separate fund of the City until
all of the Bonds are fully p id and retired, a Sewer Service
Enterprise Fund (the "Sewer nterprise Fund" ) , with the
Accounts therein created and established by this Article IV.
Section 4. 02. Con truction Account.
(A) There is here y created and established a
Construction Account within he Sewer Enterprise Fund, into
which there shall be paid th proceeds from the sale of each
series of Bonds, less the su of (1) any premium, unused
discount (if any) and accrue interest paid by the Purchaser
upon delivery, (2) the amount capitalized for the Reserve
Account herein established, and (3) capitalized interest
deposited in the Bond Accou t. A separate subaccount shall be
created and established wit in the Construction Account in
which shall be deposited th proceeds of any specific series
of Bonds, if the Supplement 1 Resolution authorizing the
issuance of such series req ires such a separate subaccount.
From the Construction Accou t (or , if applicable, from a
separate subaccount herein) shall be paid all costs of the
Improvements to be financed by the Bonds, including legal ,
engineering, financing and ther such expenses incidental
thereto. There shall also e paid from the Construction
Account the costs of issuan e of each series of Bonds and any
fees or premiums required t be paid to a Credit Provider upon
issuance of a series of Bon s. The City may transfer from the
Construction Account to the Bond Account, monthly, amounts
required to provide for the payment of interest on a series of
Bonds during the period of onstruction of the Improvements
financed by such series of onds, and in such case the amount
so transferred shall be cre ited against amounts otherwise
required to be transferred rom the Operation and Maintenance
Account pursuant to Section 4. 03 (A) "First" ; provided however ,
that any amount of the proc eds of such series of Bonds
deposited in the Bond Accou t upon issuance of such Bonds
(other than a Minimum Varia le Rate Bond Amount) shall be used
for that purpose before any transfers are made from the
Construction Account.
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(B) Any excess oneys remaining in the Construction
Account upon completion of the applicable Improvements shall
be, at the option of the C ty, applied to the payment of or
reimbursement for the cost of any other Improvements, or
transferred to the Bond Ac ount.
(C) Amounts des ribed in Section 4 . 03 (a) "Sixth"
(2) shall be deposited in he Construction Account and applied
to pay or reimburse for th costs of Improvements.
(D) Except as pr vided in subsection (e) below,
earnings on amounts held fr m time to time in the Construction
Account shall be retained t erein.
(E) Notwithstand 'ng any provision of this
Resolution or any Supplemen al Resolution to the contrary, all
Excess Earnings shall be tr nsferred from the Construction
Account to the Excess Inves ment Earnings Fund at such times
and in such amounts as may e required to maintain compliance,
as to all Tax-Exempt Bonds, with the covenants expressed in
Sections 5. 02 and 5. 04 here f.
Section 4. 03 . O ration and Maintenance Account.
(A) There is her by created and established an.
Operation and Maintenance A count within the Sewer Enterprise
Fund into which shall be pa ' d all Revenues, upon receipt,
except as provided in subse tion (B) below. From the
Operation and Maintenance Ac ount there shall be paid or
transferred the following am unts in the following order of
priority:
First, to the Bond Account, monthly, the amounts
required to pay th Bonds, as further specified in
Section 4. 04;
Second, in order, irst to make payments under an
Interest Rate Swap Agreement, second to each Credit
Provider, monthly, the amounts required to be paid
to such Credit Pro ider pursuant to the applicable
Credit Agreement, nd third to each Fiduciary,
monthly, the amoun of its fees and expenses then
due;
Third, to the Rese ve Account, monthly, the amounts
required to mainta 'n the balance on hand therein at
the Reserve Requir ment;
44
Fourth, to pay all Current Expenses then due;
Fifth, to the Ope ating Reserve Subaccount, monthly,
the amount requir d to maintain the balance on hand
therein at the Op rating Reserve Requirement; and
Sixth, to pay any other amount then due with respect
to the Sewer Syst m, including, in any order , (1)
amounts required o pay debt service on general
obligation debt o the City incurred to finance
Improvements, (2) amounts required to pay the costs
of any Improvemen not financed by Bonds or other
debt, or (3) to m ke any other payment or transfer
authorized by law
(B) Revenues of he kind described in clause (c) of
the definition of "Revenue " herein shall be (1) deposited in
the Construction Account to pay or reimburse for the costs of
Improvements, (2) deposited in the Bond Account to pay the
principal of, premium if an and interest on the Bonds, or (3)
transferred to other accoun s of the City to pay general
obligation debt incurred by the City to pay the costs of
Improvements.
(C) The City sha 1 maintain within the Operation
and Maintenance Account an perating Reserve Subaccount. The
balance of funds held there 'n shall be maintained at an amount
equal to 45 days ' average C rrent Expenses for the preceding
Fiscal Year (the "Operating Reserve Requirement" ) .
(D) Notwithstandi g any provision of this
Resolution or any Supplemental Resolution to the contrary,
Excess Earnings shall be tra sferred from the Operation and
Maintenance Account to the E cess Investment Earnings Fund at
such times and in such amoun s as may be required to maintain
compliance, as to all Tax-Ex mpt Bonds, with the covenants
expressed in Section 5.02 an 5. 04 hereof.
• Section 4.04. Rev nue Bond Debt Service Account.
(A) There is here y created and established a
Revenue Bond Debt Service Ac ount or "Bond Account" within the
Sewer Service Enterprise Fun , into which there shall be
credited and to which there s hereby irrevocably pledged from
the Revenues of the operatio of the Sewer System, monthly,
commencing July 1, 1988, a s m equal to:
45
(1) for all Fixed ate Bonds, an amount
equal to the sum of (a) ne-twelfth (1/12) of
the total principal to b come due on all
Principal Payment Dates for all series of
Fixed Rate Bonds during the ensuing twelve
(12) months; and (b) an amount equal to one-
sixth (1/6) of the total interest to become
due on all series of Fi d Rate Bonds during
the ensuing six (6) months; and
(2) for all Varia le Rate Bonds, an
amount equal to the sum of (a) one-twelfth
(1/12) the total princi al to become due on
all Principal Payment D tes for all series of
Variable Rate Bonds during the ensuing twelve
(12) months; and (b) th amount of interest
paid or accrued during he preceding month on
all series of Variable ate Bonds;
provided, however , ( i) that o further payments need be made
to said Account on account o a series of Bonds when the
moneys held therein are suff 'cient for the payment of all
principal and interest due o such series of Bonds on and
prior to the next maturity o redemption date, and ( ii) for
the period immediately subse uent to the issuance of any
series of Bonds, there shall be credited against the monthly
amounts due on account of su h series the sum deposited in the
Bond Account from the procee s of such series of Bonds as
capitalized interest, exclud 'ng any deposit made as the
Minimum Variable Rate Intere t Amount. Earnings on amounts
held in the Bond Account (ot er than Excess Earnings) shall be
retained therein and credite against the amounts next due to
be transferred to the Bond A count from the Operation and
Maintenance Account. No mon y shall be paid out of said
Account except to pay princi al, premium, if any, and interest
on the Bonds, to correct any misapplication of funds and to
make transfers to the Excess Investment Earnings Account.
Deposits to the Bo d Account may be made directly
from Revenues or may be made by transfers from the Operation
and Maintenance Account.
(B) There shall b credited to and deposited in the
Bond Account each of the fol owing:
(1) The accrued i terest, unused dis-
count if any and premiu , if any, paid by the
Purchaser of a series o Bonds upon delivery
thereof;
46
(2) From the pr ceeds of a series of
Bonds, the amount det rmined by the City to be
necessary or desirabl to capitalize interest
on such series of Bon s for an initial period
not exceeding the per ' od permitted by law; and
(3) from the pr ceeds of a series of
Variable Rate Bonds, he Minimum Variable Rate
Interest Amount attri utable thereto.
(C) The City sh 11 immediately deposit in the Bond
Account, from Revenues, an amount required to pay the
principal of and premium, f any, and interest on all Bonds
when due on any Principal ayment Date or Interest Payment
Date to the extent such am unts have not theretofore been
deposited in the Bond Acco nt from Revenues or transferred to
the Bond Account from the Reserve Account. In addition, the
City shall deposit in the ond Account, from Revenues, any
amount required to maintai the Minimum Variable Rate Interest
Amount for a series of Var ' able Rate Bonds, after giving
effect to the monthly depo it provided for in Section 4 . 03 (a)
"First" and Section 4 .04 (a) .
(D) Notwithstan ing any provision of this Resolu-
tion or any Supplemental R solution to the contrary, excess
Earnings shall be transferred from the Bond Account to the
Excess Investment Earnings und at such times and in such
amounts as may be required to maintain compliance, as to all
Tax-Exempt Bonds, with the ovenants expressed in Section 5 . 02
and 5. 04 hereof. _
Section 4 . 05. Re erve Account.
(A) There is here y created and established a
Reserve Account within the ewer Service Enterprise Fund. The
Reserve Account shall be dr wn upon only when and if moneys in
the Bond Account are insuff 'cient on a Principal Payment Date
or on an Interest Payment D te to pay the principal of, and
premium, if any, and intere t on the Bonds payable from the
Bond Account, or when other ise permitted by this Section
4 . 05.
(B) Moneys in th Reserve Account may be withdrawn
therefrom and applied to th payment of the latest
installments of principal o a series of Bonds if the amount
remaining in the Reserve Ac ount after each such withdrawal is
not less than the Reserve R quirement then in effect for all
other series of Bonds then utstanding.
47
(C) Moneys in the eserve Account may be used to
prepay Bonds, when such prep yment will retire all of the
Bonds then outstanding.
(D) Investments h ld for the credit of the Reserve
Account shall be valued (as rovided in Section 4. 09) as of
the last day of each Fiscal ear , and as of the first day of
the month preceding the mont in which each series of
Additional Bonds are issued. For the purpose of determining
whether the Reserve Requirem nt is being maintained, the
securities held for the Rese ve Account shall be assumed to
have the value established o the most recent valuation date
and any Credit Facility held for the credit of the Reserve
Account shall be valued at t e lesser of its stated amount or
the remaining amount which m y be drawn thereunder .
(E) Notwithstandi g any provision of this
Resolution or any Supplement 1 Resolution to the contrary,
Excess Earnings shall be tra sferred from the Reserve Account
to the Excess Investment Ear ings Fund at such times and in
such amounts as may be requi ed to maintain compliance, as to
all Tax-Exempt Bonds, with t e covenants expressed in Sections
5 . 02 and 5. 04 hereof.
(F) Except as pro ided in subsection (e) above,
earnings on investments held for the credit of the Reserve
Account shall be transferred to the Operation and Maintenance
Account no less often than a nually. The balance of funds on
hand in the Reserve Account shall at all times be maintained
in an amount equal to the R serve Requirement, and
accordingly, the City shall transfer money from the Operation
and Maintenance Account to he Reserve Account in an amount
sufficient to cure any defi iency in the Reserve Fund as
further provided in Section 4 . 03 (a) .
(G) Whenever the moneys in the Reserve Account
exceed the Reserve Requirem nt after giving effect to any
withdrawal made pursuant to other subsections of this Section
4 . 05, such excess may be tr nsferred to the Bond Account, and
either (1) credited against the transfers next due to be made
from the Operation and Main enance Account, or (2) applied to
the purchase or prepayment f Bonds.
(H) The City may deposit a Credit Facility in the
Reserve Account in lieu of ash either at the time a series of
Bonds is originally issued, or at any time thereafter , subject
to the following conditions
48
(1) The procee s of each such Credit Facility must
be available for the purposes and at the times required
for the purposes of he Reserve Account;
(2) In calculating whether the amount then held in
the Reserve Account i equal to the Reserve Requirement,
each Credit Facility eld therein shall be valued at its
stated amount, or, if less, the amount which remains
available thereunder;
(3) If a Credit Facility will replace cash in the
Reserve Account to sa isfy the Reserve Requirement for
one or more series of Bonds then outstanding, the
substitution of the C edit Facility for cash must not
result in a lowering f the rating(s) then in effect for
such series of Bonds; and
(4) If the Cred ' t Facility states an expiration or
termination date prio to the last maturity date of the
series of Bonds secur d thereby, the Credit Facility must
provide that it may b drawn upon prior to its stated
expiration or termina ion date if on or before that date
the City either fails to provide a replacement or new
Credit Facility or fails to deposit cash to replace the
Credit Facility, as fu ther provided in this subsection
(H) .
Upon deposit of a Credit Fa ility in the Reserve Account to
replace cash then held ther in, the amount so replaced shall
be transferred to the Const uction Account and applied to pay
the costs of Improvements. On or before the date of
expiration or termination o a Credit Facility held for the
Reserve Account, the City s all replace the Credit Facility
with either a new Credit Fa ility which satisfies the
conditions expressed in cla ses (1) through (4) above, or with
cash; provided that such re lacement may be, at the City' s
option, partially by the de osit of cash and partially by a
new or replacement Credit F cility.
Section 4 . 06 . Ex ess Investment Earnin s Account.
(A) There is her by created an Excess Investment
Earnings Account within the ity' s "Agency Fund. " The City
shall deposit in the Excess Investment Earnings Account,
within thirty (30) days afte the last day of the Bond Year
for each series of Tax-Exemp Bonds, all Excess Earnings
attributable to such series f Tax-Exempt Bonds; and for
49
purposes of making such dep sits the City sha�l transfer from
the Construction Account, R serve Account, Bond Account, and
Operation and Maintenance A count, to the Excess Investment
Earnings Account a sum equa to the Excess Earnings
attributable to sums held i each such other Account as "gross
proceeds" of Tax-Exempt Bon s, as defined in and under Section
148 of the Code.
(B) The City sha 1, within 30 days after the last
day of the Bond Year for ea h series of Tax-Exempt Bonds,
prepare and file a report w' th respect to the Construction
Account, Reserve Account, B nd Account, and Operation and
Maintenance Account setting forth the total amount invested
during the preceding Bond Y ar, the investments made with the
moneys in the Construction ccount, Reserve Account, Bond
Account, and Operation and aintenance Account investment
earnings (and losses) resul ing from such investments. Such
records shall be retained f r the period required by Section
148 of the Code.
(C) The City sha 1 remit sums in the Excess
Investment Earnings Account to the United States Treasury as
payment of rebatable arbitr ge as required by Section 148 of
the Code together with any dditional amount then held in any
Account in the Sewer Enterp ise Fund required to bring the
total amount of such remitt nce to the correct Rebate Amount.
(D) The City may at any time transfer to any
Account any amount held in he Excess Investment Earnings
Account which the City dete mines is in excess of amounts
required to be paid to the nited States as rebatable
arbitrage.
Section 4 . 07. In ufficient Amounts. In the event
that the moneys in the Bond Account shall be insufficient at
any particular time to pay he principal then due and interest
then accrued on all Bonds p yable therefrom, and such
deficiency cannot be cured y withdrawals from the Reserve
Account or from some other ource, said moneys shall first be
applied to the payment pro ata of the accrued interest on all
such Bonds, and any balance shall be applied in payment pro
rata of the principal then ue on all such Bonds; provided
further that if it shall ev r be determined by a court of
competent jurisdiction whil any such Bonds remain outstanding
that the sums available and to become available for the
payment of the principal th reof and interest thereon are
insufficient whether or not then due, then the moneys in the
Bond Account shall be appli d in payment of all principal then
50
outstanding whether or not then due and the interest accrued
thereon to the date of pay ent ratably according to the
aggregate amount thereof w thout any preference or priority.
Section 4 . 08 . 0 her Account Provisions.
(A) Revenues in excess of those required for the
foregoing purposes may be sed for any purpose authorized by
law.
(B) If in any mo th the moneys on hand in any
Account are insufficient fo the purposes hereof, the
deficiency shall be made up in the following month or months
after payments for other pu poses having a prior claim on
Revenues have been made in ull.
(C) Al1 money he d in the Excess Investment
Earnings Fund, Bond Account and Reserve Account created by
this Resolution shall be ke t separate and apart from all
other City funds and accoun s.
Section 4. 09. In estments.
(A) Moneys held rom time to time in any Account
may be invested by the City in any investment then permitted
by Minnesota law, and, to t e extent applicable, by federal
law.
(B) Investments s all be valued as follows:
(1) Investments m turing within one (1) year or
less shall be valued at par;
(2) Investment ag eements or similar instruments
which may be liquidated at par shall be valued at par
regardless of maturity;
(3) Investments m turing after one (1) year shall
be valued at cost; and
(4) Investments p rchased at a discount or premium
shall be valued on the asis that such discount is
included in cost, or su h premium is amortized, in equal
installments for each y ar to elapse until the stated
maturity of the investm nts; and
provided, that for the purpos s of calculating Excess Earnings
and Rebate Amounts and amount held or deposited in the
51
Reserve Account attributab e to Tax-Exempt Bonds, investments
shall be valued as require by Section 148 of the Code.
(C) Amounts held for the credit of each Account
shall be invested to mature at such time or times as may be
necessary to assure that th funds so invested will be
available for the purposes f such Account, when needed;
provided that amounts held or the credit of the Reserve
Account and attributable to the Reserve Requirement for a
series of Bonds may be inve ted at the discretion of the
Treasurer of the City for a term not exceeding the term of
such series of Bonds.
52
RTICLE V
OVENANTS
Section 5. 01. C venants. For the protection of the
Holders of the Bonds herei authorized, the City herein
covenants and agrees to an with the holders thereof from time
to time as follows:
(A) It will at 11 times adequately maintain and
efficiently operate t e Sewer System. It will from time
to time make all need ul and proper repairs, replace-
ments, additions and etterments to the equipment and
facilities of the Sew r System so that it may at all
times be operated pro erly and advantageously, and
whenever any equipmen of the Sewer System shall have
been worn out, destro ed or otherwise become insufficient
for proper use, it sh 11 be promptly replaced or repaired
so that the value and efficiency of the facilities shall
be at all times fully maintained and its Revenues
unencum-bered by reas n thereof.
(B) The rates f r all sewer service and the charges
for all sewer service supplied by the Sewer System to the
City and its resident and to all other consumers shall
be reasonable and jus , taking into account the cost and
value of the Sewer Sy tem, the cost of maintaining and
operating the Sewer S stem, the proper and necessary
allowances for deprec ation, the amounts required for the
payment of principal nd interest on all indebtedness
payable from the Reve ues of the Sewer System, the need
for future expansion f or improvements to the Sewer
System, the amounts p operly reimburseable to the City
for current or past p yments from funds or accounts of
the City for Sewer Sy tem purposes, and all otller sums
customarily paid from the Revenues of the Sewer System.
(C) The City wi 1, as required by Section 10. 11. 2
of the City Charter ( nd it will continue to do so
whether or not requir d by said Charter) , establish,
maintain and collect uch charges and rates as will
produce Revenues suff cient to pay the interest and
premium, if any, on a d principal of all Bonds herein
authorized as and whe they become due and to pay the
reasonable cost of op ration, repair and maintenance of
the Sewer System and o provide sufficient money to make
the required appropri tions to the various Funds and
53
Accounts established here 'n. The City wi�ll review the
schedule of rates and cha ges for the Sewer System at
least annually. Nothing n this Section 5. 01 shall be
construed to limit the di cretion of the City to enter
into, or later modify, am nd or terminate, contracts for
the furnishing of sewer s rvices.
(D) The City may s 11, lease, mortgage, transfer,
convey, assign or dispos of a portion of the Sewer
System or property of an nature relating thereto if such
transaction will not mat rially adversely impair (1) the
adequacy of the Revenues generated by the Sewer System to
pay debt service on the onds and all operating and
maintenance expenses, or (2) the operating efficiency of
the Sewer System. Furth r, the City may sell or dispose
of, at fair market value, any real estate, equipment or
other non-revenue-produ ing properties which in the
judgment of the City ha e become unnecessary, uneco-
nomical or inexpedient o use in connection with the
Sewer System. The proc eds of any sale, transfer or
disposition of Sewer Sy tem property (all of which are
Revenues as provided in clause (c) of the definition
thereof) shall be depos ted or applied as provided in
Section 4. 03 (b) . The C' ty may sell all or substantially
all of the Sewer System if simultaneously with or prior
to such sale all outsta ding Bonds are discharged as
provided in Section 7. 3 hereof.
(E) It shall cau e to be kept proper books, records
and accounts adapted t the Sewer System separate from
other accounts of the ity. The City' s comprehensive
annual financial repor shall include the Sewer Service
Enterprise Fund and th Accounts therein, and a copy of
that report shall be f rnished, without cost, to the
Purchaser of any serie of Bonds herein authorized. If
the City fails to pro ide such report within a reasonable
time after the end of said fiscal year , the Holders of
twenty percent (20�) r more of the outstanding Bonds may
cause an audit of the Sewer System accounts to be made at
the expense of the Ci y. The expense of preparing such
audit shall be paid a current operating expenses of the
Sewer System. The Pu chasers of any series of Bonds and
the Holders thereof, r their duly appointed
representatives, from time to time shall have the right,
at all reasonable ti s, to inspect the Sewer System and
to inspect and copy he books, records, accounts and data
relating thereto. T e City agrees to furnish copies of
such audit, without ost, to any Holder or Holders of the
54
Bonds at their request ithin a reasonabl�e time after the
end of each f iscal year .
(F) It will faith ully and punctually perform all
duties with reference t the Sewer System required by the
City Charter , the Constitution and laws of the State of
Minnesota and this resolution.
(G) It will grant no franchise to any other sewer
utility, unless:
(1) the City enacts an ordinance granting to
the owner and operator of such other sewer utility a
franchise for such ownership and operation and for
use of public stre ts and rights of way, and such
ordinance imposes pon such owner or operator a
franchise fee and rovides that the franchise fee
shall be deemed part of the "Revenues" hereunder and
requires that such franchise fees be deposited, upon
receipt, in the 0 eration and Maintenance Account;
and
(2) the existence and operation of such other
sewer utility will not materially impair the ability
of the City to ge erate sufficient Revenues to pay
debt service on a 1 Bonds outstanding under this
Resolution, as su lemented, and to pay all "current
expenses" of the Sewer System.
Section 5. 02. Tax Covenants.
The following spe ial covenants of the City apply
only to Tax-Exempt Bonds.
(A) Notwithstand 'ng anything to the contrary
herein, moneys in the Exces Investment Earnings Account and
the Sewer Service Enterpris Fund (and any Account therein) ,
in that order, shall be use to pay any rebate of excess
investment earnings on gros proceeds of Tax-Exempt Bonds
(and, if appplicable, any a tual or imputed earnings on such
Excess Earnings amounts) re uired to be paid to the United
States in order to maintain the exclusion from gross income
under Section 103 of the Co e of the interest on the Tax-
Exempt Bonds.
(B) No portion o the proceeds of any series of
Tax-Exempt Bonds shall be u ed directly or indirectly to
acquire higher yielding inv stments or to replace funds which
55
were used directly or indir ctly to acquire higher yielding
investments, except (1) for a reasonable temporary period
until such proceeds are nee ed for the purpose for which the
Bonds were issued, (2) as part of a reasonably required
reserve or replacement fund ot in excess of ten percent (10%)
of the proceeds of the Bonds (or in a higher amount which the
City establishes is necessar to the satisfaction of the
Secretary of the Treasury of the United States) , and (3) in
addition to the above in an mount not greater than the lesser
of five percent (5$) of the roceeds of the Bonds or $100, 000.
To this end, any proceeds of Tax-Exempt Bonds and any sums
from time to time held in th Construction Account, Operation
and Maintenance Account, Res rve Account or Bond Account (or
any other City account which will be used to pay principal or
interest to become due on th Tax-Exempt Bonds payable
therefrom) in excess of amou ts which under then-applicable
federal arbitrage regulation may be invested without regard
to yield shall not be invest d at a yield in excess of the
applicable yield restriction imposed by said arbitrage
regulations on such investme ts after taking into account any
applicable "temporary period " , minor portion or reserve made
available under the federal rbitrage regulations. Money in
the Sewer Service Enterprise Fund shall not be invested in
obligations or deposits issu d by, guaranteed by or insured by
the United States or any age y or instrumentality thereof if
and to the extent that such i vestment would cause a series of
Tax-Exempt Bonds to be "feder lly guaranteed" within the
meaning of Section 149 (b) of he Code. The proceeds of Tax-
Exempt Bonds shall not be inv sted in other tax-exempt
obligations the interest on w ich is subject to alternative
minimum tax under the Code, u less the City has received an
opinion of bond counsel to th effect that such investment
will not jeopardize the tax-e empt status of the Tax-Exempt
Bonds.
Section 5. 03 . Ne a ive Covenant as to Use of
Improvements. The City hereb covenants not to use the
proceeds of Tax-Exempt Bonds r to use the Improvements, or to
cause or permit them or any o them to be used, or to enter
into any deferred payment arr ngements for the cost of the
Improvements, in such a manne as to cause the Tax-Exempt
Bonds to be "private activity bonds" within the meaning of
Sections 103 and 141 through 50 of the Code unless such Tax-
Exempt Bonds are issued, and he proceeds thereof applied, in
full compliance with the provisions of the Code applicable to
"private activity bonds. "
6
Section 5. 04. Ta -Exem t Status of the Bonds;
Rebate. The City shall com ly with requirements necessary
under the Code to establish and maintain the exclusion from
gross income under Section 03 of the Code of the interest on
all series of Tax-Exempt Bo ds, including without limitation
requirements relating to te porary periods for investments,
limitations on amounts inve ted at a yield greater than the
yield on the Tax-Exempt Bon s, and the rebate of excess
investment earnings to the nited States.
Section 5.05. Co enant with Holders. Each and all
of the terms and provisions of this Resolution as from time to
time supplemented shall be nd constitute a covenant on the
part of the City to and wit each and every Holder from time
to time of the Bonds issued hereunder .
57
AR ICLE VI .
ADDITIONAL BONDS; REFUNDING
BONDS; OTHER EVENUE OBLIGATIONS
Section 6. 01. Add tional Bonds; Other Revenue
Obl ations.
(A) The Bonds iss ed hereunder shall be a first
charge and lien upon the Rev nues of the Sewer System. Except
as permitted by this Section and by Section 6. 02, no
additional obligations payab e from the Sewer Service
Enterprise Fund shall be her after issued unless the lien on
Revenues securing such addit ' onal revenue obligations is
expressly made a junior and ubsequent lien upon Revenues.
Nothing in this Section shal be construed to preclude the
City from applying excess Re enues to the payment of general
obligations of the City as p ovided in Section 4. 03 (A)
"Sixth" .
(B) Except as pro ided in Section 6. 02, no
additional revenue obligatio s ( "Additional Bonds" ) payable
from the moneys in the Sewer Service Enterprise Fund on a
parity of lien with the then outstanding Bonds shall be
hereafter issued unless the annual Net Revenues of the Sewer
System for each of the two (2) completed Fiscal Years
immediately preceding the issuance of such Additional Bonds
shall have been one and one- uarter (1. 25) times the maximum
annual principal and interest coming due thereafter on all
Bonds ( including the Addition 1 Bonds) having a parity of lien
upon Revenues. If the annual Net Revenues in either or both
of the aforesaid two (2) comp eted Fiscal Years shall be
insufficient to meet the fore oing test, then the City shall
be entitled to adjust the Net Revenues for either or both of
those Fiscal Years by increas 'ng the Net Revenues based on a
projection of additional Reve ues which would have been
available from any rate incre se placed in effect prior to the
adjustment, or from new users. The adjustment of Revenues may
assume such increase would ha e been available for the entire
Fiscal Year of adjustment. T e projection for adjustment and
a finding of sufficiency of N t Revenues for the issuance of
Additional Bonds shall be sho n by a certificate i�sued by the
Director, Department of Publi 4Vorks, or the City Budget
Director, or by an independen consulting engineering firm
knowledgeable in such matters and shall be a finding of and
recited in the resolution of he City authorizing such
Additional Bonds. For the pu poses of the foregoing test, the
following special provisions hall apply:
58
(1) If the Additi nal Bonds to be issued will be
Variable Rate Bonds, th calculation of maximum annual
principal and interest hall assume that such Additional
Variable Rate Bonds bear interest at the highest interest
rate permitted by the t rms of the Additional Variable
Rate Bonds and related upplemental Resolution; provided
that other or different assumptions may be used if
necessary to obtain an investment grade credit rating for
the Variable Rate Bonds, or to maintain the credit
rating(s) then in effect for the Bonds then outstanding.
(2) If the Additi nal Bonds to be issued will be
Adjustable Rate Bonds, the calculation of maximum annual
principal and interest hall assume that such Adjustable
Rate Bonds bear interest at the highest interest rate
permitted by the terms f the Adjustable Rate Bonds and
related Supplemental Re olution; provided that if no
maximum interest rate i provided for, then such
calculation shall assu the Adjustable Rate Bonds bear
interest at the then pr vailing interest rate for utility
revenue bonds of comparable credit quality and maturity,
taking into account whether such Bonds are Taxable Bonds
or Tax-Exempt Bonds; an provided further that other or
d�fferent assumptions ay be used if necessary to obtain
an investment grade cre it rating for the Adjustable Rate
Bonds or to maintain th credit rating(s) then in effect
for the Bonds then outstanding.
(3) If the Additi nal Bonds are subject to
mandatory purchase or are to be purchased upon tender by
. the Holders thereof, an Revenues required to be
segregated or set aside by the City to fulfill its
purchase obligation shall be deemed additional debt
service on the related series of Bonds in the amounts and
at the times such amounts are required to be so set
aside.
(4) If the Additi nal Bonds to be issued will be
Temporary Bonds, the calculation of maximum annual
principal and interest shall assume either:
(a) that principal and interest will be paid at the
times and at the interest rate specified in the
related Commitment;
or , at the election of the City,
59
(b) that principal and interest will be paid on a
level debt service basis over a period of ten
(10) years fr m the maturity or mandatory
purchase date for the series of Temporary
Bonds, and th t the series of Temporary Bonds
will bear int rest from and after that date at
the then prev iling interest rates for utility
revenue bonds of comparable credit quality,
taking into a count whether such Bonds are
Taxable Bonds or Tax-Exempt Bonds;
provided, that other or different assumptions may be used
if necessary to obtain n investment grade credit rating
for the Temporary Bonds or to maintain the credit
rating(s) then in effec for the Bonds then outstanding.
(C) In addition t the requirements of subsection
(B) above, the following con itions shall be met prior to the
issuance of each series of A ditional Bonds:
(1) The payments equired to be made (at the time
of the issuance of such Additional Bonds) into the
various Funds and Accou ts provided for in this
Resolution shall have b en made.
(2) The proceeds f such Additional Bonds shall be
used only for the purpo e of making Improvements to the
Sewer System or to refu d (or advance refund) Bonds or
any other bonds or obli ations issued to finance the
Sewer System, and capit lizing interest or making a
deposit to the Reserve und and paying the costs of such
financing.
(D) The conversio of Variable Rate Bonds or
Adjustable Rate Bonds to Fix d Rate Bonds shall not be treated
as the issuance of Additiona Bonds subject to the
requirements of subsection ( ) above unless the interest rate
to be borne by such Bonds fr m and after the date of
conversion will exceed the m ximum rate taken into account for
the purposes of subsection ( ) , clauses (1) or (2) .
Section 6. 02. Ref ndin Bonds.
(A) The City also reserves the right and privilege
of issuing Additional Bonds if and to the extent needed to
refund maturing Bonds payabl from the moneys in the Sewer
Service Enterprise Fund in case the moneys in the Bond Account
are insufficient to pay the same at maturity, which refunding
60
Additional Bonds may be on a parity with other Bonds as to
interest payments, but shall mature subsequent to all the
Bonds which are payable from the Revenues and which are
outstanding upon issuance of the refunding Additional Bonds.
This Section shall not apply to Additional Bonds issued to
refund Temporary Bonds.
(B) The City furt er reserves the right and
privilege of issuing Additio al Bonds payable from the moneys
in the Sewer Service Enterpr ' se Fund to refund or advance
refund all or any portion of the Bonds (or any series thereof)
then outstanding if the aggr gate principal and interest to
become due in any Fiscal Year after the issuance of such
refunding or advance refundin Additional Bonds will not be
more than the principal and i terest which would have been due
in any future Fiscal Year if uch refunding or advance
refunding Additional Bonds ha not been issued.
6
AR ICLE VII �
OTHE PROVISIONS
Section 7. 01. Su ' t b Bondholders. The Holders of
fifty-one percent (51�) or ore in aggregate principal amount
(which, in the case of Capi al Appreciation Bonds, shall be
their Accreted Value as of he most recent date of
determination) of all Bonds issued under this Resolution as
from time to time supplemen ed and at any time outstanding
may, either at law or in eq ity, by suit, action, or other
proceedings, protect and en orce the rights of all Holders of
Bonds issued hereunder and hen outstanding or enforce or
compel the performance of a y and all of the covenants and
duties specified in this re olution to be performed by the
City or its officers and ag nts, including the fixing and
maintaining of rates and ch rges and the collection and proper
segreqation of revenues and the application and use thereof.
Section 7. 02. Am ndments. No change, amendment,
modification or alteration hall be made in the covenants made
with Holders of the Bonds a thorized by this Resolution as
from time to time supplemen ed without the consent of the
Holders of not less than si ty percent (60�) in aggregate
principal amount (which, in the case of Capital Appreciation
Bonds, shall be their Accre ed Value as of the most recent
date of determination) of a 1 Bonds then outstanding; provided
that changes, amendments, m difications and alterations may be
made without such consent i order to:
(A) cure any ambi uity or formal defect or omission
herein, or
(B) provide for t e issuance of Additional Parity
Bonds or Refunding Bon s as permitted by Article VI , or
(C) preserve the xclusion from gross income of
interest on the Tax-Ex mpt Bonds under Section 103 of the
Code, or
(D) make any chan e reasonably necessary to preserve
the rating then in eff ct for any or all series of Bonds
then outstanding, or t obtain an investment grade rating
for a series of Additi nal Bonds, or to obtain a Credit
Facility for the benef t of the Holders of all or a
portion of the Bonds o a series, or
62
(E) increase the ebt service coverage ratio
specified in Section 6. 1 (B) , or
(F) make any other change which would not materially
prejudice the Holders o outstanding Bonds,
provided further, however , t at nothing herein contained shall
permit or be construed as pe mitting (i) an extension of the
maturity of the principal of or the interest on any Bonds, or
(ii) a reduction in the prin ipal amount of any Bond or the
rate of interest thereon, or (iii) a privilege or priority of
any Bond or Bonds over any o her Bond or Bonds except as
otherwise provided herein, o ( iv) a reduction in the
aggregate principal amount o Bonds required for consent to
any change, amendment, modif cation or alteration, or (v) the
creation of any lien ranking prior to or on a par.ity with the
lien of such Bonds, except a herein expressly permitted, or
(vi) a modification of any o the provisions of this Section
7. 02, unless for any such ch nge the consent of the Holders of
one hundred percent (100�) o the principal amount (which, in
the case of Capital Apprecia ion Bonds, shall be their
Accreted Value as of the mos recent date of determination) of
Bonds outstanding is first o tained.
Section 7. 03 . Dis har e. When all Bonds issued
under this Resolution as fro time to time supplemented have
been discharged as provided 'n this paragraph, all pledges,
covenants and other rights g anted by this Resolution to the
Holders of the Bonds shall c ase. The City may discharge all
or a portion of Bonds which re due on any date by depositing
with a paying agent or an es row agent (which paying agent or
escrow agent shall not be a officer of the City) for such
Bonds on or before that date a sum sufficient for the payment
thereof. If any Bond should not be paid when due, it may
nevertheless be discharged y depositing with the paying agent
or an escrow agent (which p ying agent or escrow agent shall
not be an officer of the Ci y) a sum sufficient for the
payment thereof in full. T e City may also discharge any
prepayable Bonds which are alled for redemption on any date
when they are prepayable ac ording to their terms, by
depositing with the paying gent or an escrow agent (which
paying agent or escrow agen shall not be an officer of the
City) on or before that dat an amount equal to the principal,
interest and redemption pre ium, if any, which are then due,
provided that notice of suc redemption has been duly given as
provided in this Resolution or the applicable Supplemental
Resolution.
63
The City may also at an time discharge all or some Bonds
by complying with the applic ble provisions of Minnesota
Statutes, Section 475. 67, an any amendments thereto, except
that the funds deposited in scrow in accordance with said
provisions may but need not e in whole or part proceeds of
advance refunding Bonds and xcept that if a partial
defeasance is effected from unds other than the proceeds of
advance refunding bonds, the requirements in Minnesota
Statutes, Section 475. 67, Su division 3 , need not be
satisfied.
The City may discharge 11 or a portion of the Bonds of a
specific series as herein pr vided without the consent of the
Holders of such Bonds or of ny other outstanding Bonds. If
less than all of the outstan ing Bonds of a series are to be
so discharged, the Bonds of hat series with the latest
maturity shall be discharged first and the City shall select
the Bonds ( if other than Glo al Certificates) to be discharged
within a single maturity by ot in the manner provided in
Sections 2. 02 and 2. 17 hereo . An escrow discharge may
include prepayment of the Bo ds to be discharged.
Section 7. 04 . Cer ificate of Re istration. The
Director, Department of Fina ce and Management Services, is
hereby directed to file a ce tified copy of this Resolution
with the County Auditor of R msey County, Minnesota, together
with such other information s the Auditor shall require, and
to obtain the Auditor ' s certificate that the Bonds have been
entered in the Auditor ' s Bon Register.
Section 7.05. Rec rds and Certificates. The
officers of the City are her by authorized and directed to
prepare and furnish to the P rchaser of each series of Bonds,
and to the attorneys approvi g the legality of the issuance of
each series of Bonds, certified copies of all proceedings and
records of the City relating to such Bonds 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 Bonds as the same appear from the books and records under
their custody and control or as otherwise known to them, and
all such certified copies, ertificates and affidavits,
including any heretofore furnished, shall be deemed represen-
tations of the City as to t e facts recited therein.
Section 7. 06. Se erabilit . If any section,
paragraph or provision of t is Resolution as from time to time
supplemented shall be held o be invalid or unenforceable for
64
any reason, the invalidity r unenforceability of such
section, paragraph or provi ion shall not affect any of the
remaining provisions of thi Resolution.
Section 7.07. He din s. Headings in this
resolution are included for convenience of reference only and
are not a part hereof, and hall not limit or define the
meaning of any provision he eof.
65
HIBIT A
[Form of G obal Certificate]
UNITED S ATES OF AMERICA
STATE OF MINNESOTA
R EY COUNTY
CITY F SAINT PAUL
R- $
SEW R REVENUE
BOND, SERIES
INTEREST MATURIT DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
1 , 19_
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
KNOW ALL PERSONS Y THESE PRESENTS that the City of
Saint Paul, Ramsey County, innesota (the "Issuer" or "City" ) ,
certifies that it is indebt d and for value received promises
to pay to the registered ow er specified above or on the
certificate of registration below, or registered assigns, in
the manner hereinafter set orth, the principal amount
specified above, on the mat rity date specified above, unless
called for earlier redempti n, and to pay interest thereon
semiannually on 1 and 1 of each year (each, an
"Interest Payment Date" ) , c mmencing l, 19_, at the rate
per annum specified above ( alculated on the basis of a
360-day year of twelve 30-day months) until the principal sum
is paid or has been provide for. This Bond will bear
interest from the most rece t Interest Payment Date to which
interest has been paid or, if no interest has been paid, from
the date of original issue h reof. The principal of and
premium, if any, on this Bon are payable by check or draft in
next day funds or its equivalent (or by wire transfer in
immediately available funds if payment in such form is
necessary to meet the timing requirements below) upon
presentation and surrender h reof at the principal office of
the Treasurer of the Issuer in Saint Paul, Minnesota (the
"Bond Registrar" ) , acting as paying agent, or any successor
paying agent duly appointed y the Issuer; provided, however ,
66
that upon a partial redempt ' on of this Bond which results in
the stated amount hereof be 'ng reduced, the Holder may in its
discretion be paid without resentation of this Bond, which
payment shall be received n later than 12:00 noon, [Chicago,
Illinois, ] * time, and may m ke a notation on the panel
provided herein of such red mption, stating the amount so
redeemed, or may return the Bond to the Bond Registrar in
exchange for a new Bond in he proper principal amount. Such
notation, if made by the Ho der , shall be for reference only,
and may not be relied upon y any other person as being in any
way determinative of the pr ncipal amount of this Bond
outstanding, unless the Bon Registrar has signed the
appropriate column of the p nel . Interest on this Bond will
be paid on each Interest Pa ment Date by check or draft in
next day funds or its equiv lent mailed (or by wire transfer
in immediately available fu ds if payment in such form is
necessary to meet the timin requirements below) to the person
in whose name this Bond is egistered (the "Holder" or
"Bondholder" ) on the regist ation books of the Issuer
maintained by the Bond Regi trar and at the address appearing
thereon at the close of bus 'ness on the fifteenth calendar day
preceding such Interest Pay ent Date (the "Regular Record
Date" ) . Interest payments hall be received by the Holder no
later than 12:00 noon, Chicago, Illinois, * time; and principal
and premium payments shall e received by the Holder no later
than 12: 00 noon, Chicago, Illinois, * time if the Bond is
surrendered for payment enou h in advance to permit payment to
be made by such time. Any i terest not so timely paid shall
cease to be payable to the p rson who is the Holder hereof as
of the Regular Record Date, nd shall be payable to the person
who is the Holder hereof at he close of business on a date
(the "Special Record Date" ) ixed by the Bond Registrar
whenever money becomes avail ble for payment of the defaulted
interest. Notice of the Spe ial Record Date shall be given to
Bondholders not less than te days prior to the Special Record
Date. The principal of and remium, if any, and interest on
this Bond are payable in law ul money of the United States of
America.
Date of Pa ment No Business Da . If the date for
payment of the principal of, premium, if any, or interest on
this Bond shall be a Saturda , Sunday, legal holiday or a day
on which banking institution in the City of Chicago,
* Depository' s city - chang if not Midwest Securities Trust
Company
67
Illinois, * or the city wher the principal office of the Bond
Registrar is located are au horized by law or executive order
to close, then the date for such payment shall be the next
succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such bank 'ng institutions are authorized to
close, and payment on such ate shall have the same force and
effect as if made on the no inal date of payment.
Redemption. * Al1 Bonds of this issue maturing on or
after 1, , are subject to redemption and prepay-
ment at the option of the Issuer on l, , and on
any Interest Payment Date t ereafter at a price of par plus
accrued interest plus a pre ium (expressed as a percentage of
the principal amount redeem d) set forth below:
Redemption Dates Redemption Premium
l, or 1, �
l, or l, �
l, or 1, g
l, or 1, �
1, or 1, �
1, and thereafter 0 �
The Bonds of this issue maturing on 1 ,
shall be redeemed and prepai on each 1 in the
years through , inclusive, at a price of par plus
accrued interest in the year and amounts set forth below:
1 of
the Year Amount
The amounts set forth above ill be reduced, pro rata, if and
to the extent the City calls such Bonds for optional
redemption on or prior to th date scheduled for mandatory
redemption and prepayment.
* modify as required for ea h series
68
Redemption may be in w ole or in part of the Bonds
subject to prepayment. If edemption is in part, those Bonds
remaining unpaid which have the latest maturity date shall be
prepaid first; and if only art of the Bonds having a common
maturity date are called fo prepayment, this Bond may be
prepaid in $5, 000 increment of principal. Bonds or portions
thereof called for redempti n shall be due and payable on the
redemption date, and intere t thereon shall cease to accrue
from and after the redempti n date.
Notice of Redem t on. Published notice of redemp-
tion shall in each case be iven in accordance with law, and
mailed notice of redemption shall be given to the paying agent
( if other than a City offic r) and to each affected Holder of
the Bonds. For this purpos , the Depository (hereafter iden-
tified, or any successor th reto) shall be the "Holder" as to
Bonds registered in the nam of the Depository or its nominee.
In the event any of the Bon s are called for redemption,
written notice thereof will be given by first class mail
mailed not less than thirty (30) days prior to the redemption
date to each Holder of Bond to be redeemed. In connection
with any such notice, the " USIP" numbers assigned to the
Bonds shall be used.
Re lacement or No ation of Bonds after Partial
Redemption. Upon a partial redemption of this Bond which
results in the stated amoun hereof being reduced, the Holder
may in its discretion make notation on the panel provided
herein of such redemption, tating the amount so redeemed.
Such notation, if made by t e Holder , shall be for reference
only, and may not be relied upon by any other person as being
in any way determinative of the principal amount of the Bond
outstanding, unless the Bon Registrar has signed the
appropriate column of the p nel. Otherwise, the Holder may
surrender this Bond to the ond Registrar (with, if the Issuer
or Bond Registrar so requir s, a written instrument of
transfer in form satisfactor to the Issuer and Bond Registrar
duly executed by the Holder thereof or his, her or its
attorney duly authorized in riting) and the Issuer shall
execute (if necessary) and t e Bond Registrar shall
authenticate and deliver to he Holder of such Bond, without
service charge, a new Bond o the same series having the same
stated maturity and interest rate and of the authorized
denomination in aggregate principal amount equal to and in
exchange for the unredeemed ortion of the principal of the
Bond so surrendered.
69
Issuance; Purpose. This Bond is one of an issue in
the total principal amount o $ , all of like date of
original issue and tenor, ex ept as to number , maturity,
interest rate and denominati n, which Bond has been issued
pursuant to and in full conf rmity with the Constitution and
laws of the State of Minneso a and the Charter of the Issuer ,
and pursuant to a resolution adopted by the City Council of
the Issuer on , 19 8 (the "General Resolution" ) as
supplemented on , (the "Supplemental
Resolution" ) (collectively, he "Resolution" ) , for the purpose
of providing money to pay or reimburse for the acquisition,
construction and repair of v rious improvements to the Sewer
System of the City. Said Bo ds and the interest thereon are
payable solely and exclusive y from the Revenues (as defined
in the Resolution) of the Se er System of the Issuer pledged
to the payment thereof, and ums held in a Reserve Fund, and
do not constitute a debt of he Issuer within the meaning of
any constitutional, Charter r statutory limitation of
indebtedness. In the event f any default hereunder , the
Holder of this Bond may exer ise any of the rights and
privileges granted by the la s of the State of Minnesota
subject to the provisions of the Resolution. The Bonds of
this issue, [together with t e Sewer Revenue Bonds previously
issued by the City pursuant o the Resolution, as supplemented
from time to time, in the ag regate original prinicipal amount
of $ ) , are secured by a first and prior lien upon
the Revenues of the Sewer Sy tem of the Issuer and by sums
held in a Reserve Fund. The Issuer is authorized under
certain conditions to issue dditional revenue obligations on
a parity of lien with these onds [and prior issues of Sewer
Revenue BondsJ , all as provi ed in the Resolution. The Bonds
of this series and any other revenue obligations heretofore or
hereafter issued on a parity therewith are referred to herein
as the "Parity Bonds" . All ther capitalized terms used but
not defined herein have the eanings assigned to those terms
in the Resolution.
Holders. For the urposes of all actions, consents
and other matters affecting olders of Bonds issued under the
Resolution, the term "Holder ' shall include the owners of
beneficial interests in any ond as shown by the certificate
of the person or entity in w ose name (or in whose nominee
name) such Bond is registere . Unless the City receives such
a Certificate, the City may reat the Holder in whose name (or
in whose nominee name) a Bon is registered as the owner of
all the interest therein.
70
Action by Holders The Holders of €ifty-one percent
(51�) or more in aggregate rincipal amount of all Bonds at
any time outstanding under he Resolution as supplemented may,
either at law or in equity, by suit, action, or other
proceedings, protect and en orce the rights of all Holders of
Bonds then outstanding, or nforce and compel the performance
of any and all of the coven nts and duties specified in the
Resolution to be performed y the Issuer or its officers and
agents; provided, however , hat nothing shall affect or impair
the right of any Bondholder to enforce the payment of the
principal of and interest o any Bond at and after the
maturity thereof, or the ob igation of the Issuer to pay the
principal of and interest o each of the Bonds issued to the
respective Holders thereof t the time and place, from the
source and in the manner pr vided in the Bonds.
Denominations; Ex han e; Resolution. The Bonds are
issuable originally only as Global Certificates in the
denomination of the entire rincipal amount of the issue
maturing on a single date. Global Certificates are not
exchangeable for fully regi tered bonds of smaller
denominations except in exc ange for Replacement Bonds if then
available. Replacement Bonds, if made available as provided
below, are issuable solely as fully registered bonds in the
denominations of $5,000 and integral multiples thereof of a
single maturity and are exch ngeable for fully registered
Bonds of other authorized de ominations in equal aggregate
principal amounts at the pri cipal office of the Bond
Registrar , but only in the m nner and subject to the
limitations provided in the esolution. Reference is hereby
made to the Resolution for a description of the rights and
duties of the Bond Registrar. Copies of the Resolution are on
file in the principal office of the Bond Registrar.
Modification of Re olution. No change, amendment,
modification or alteration s all be made in the covenants made
with Holders of all Bonds is ued under the Resolution as from
time to time supplemented wi hout the consent of the Holders
of not less than sixty perce t (60�) in aggregate principal
amount of all such Bonds the outstanding except for changes,
amendments, modifications an alterations (a) made to cure any
ambiguity or formal defect o omission, or (b) made in
connection with the issuance of Additional Bonds, or (c) which
preserve the exclusion from ross income of interest on the
Tax-Exempt Bonds under Secti n 103 of the Internal Revenue
Code of 1986, as amended, or (d) which would not materially
prejudice the Holders of out tanding Bonds; provided, however,
that nothing herein containe shall permit or be construed as
71
permitting (1) an extensio of the maturity of the principal
of or the interest on any onds, or (2) a reduction in the
principal amount of any Bo d or the rate of interest thereon,
or (3) a privilege or prio ity of any Bond or Bonds over any
other Bond or Bonds except as otherwise provided in the
Resolution, or (4) a reduc ion in the aggregate principal
amount of Bonds required f r consent of any change, amendment,
modification or alteration, or (5) the creation of any lien
ranking prior to or on a parity with the lien of the Bonds,
except as expressly permitt d by the Resolution as supple-
mented, or (6) a modificati n of any of the provisions of this
paragraph, without the cons nt of the Holders of one hundred
percent (100$) of the princ 'pal amount of all Bonds
outstanding.
Replacement Bonds Replacement Bonds may be issued
by the Issuer in the event hat:
(a) If [NAME OF EPOSITORY] (the "Depository" )
shall resign or discon inue its services for the Bonds,
and only if the Issuer is unable to locate a substitute
depository within two 2) months following the
resignation or determi ation of non-eligibility, or
(b) upon a deter ination by the Issuer in its sole
discretion that (1) th continuation of the book-entry
system described in th Resolution, which precludes the
issuance of certificat s (other than Global Certificates)
to any Holder other th n the Depository (or its nominee) ,
might adversely affect the interest of the beneficial
owners of the Bonds, o (2) that it is in the best
interest of the benefi ial owners of the Bonds that they
be able to obtain cert ' ficated bonds.
Transfer . This B nd shall be registered in the name
of the payee on the books o the Issuer by presenting this
Bond for registration to th Bond Registrar , who will endorse
his, her or its name and no e the date of registration
opposite the name of the pa ee in the certificate of
registration attached heret . Thereafter this Bond may be
transferred by delivery with an assignment duly executed by
the Holder or his, her or it legal representatives, and the
Issuer and Bond Registrar ma treat the Holder as the person
exclusively entitled to exer ise all the rights and powers of
an owner until this Bond is resented with such assignment for
registration of transfer, ac ompanied by assurance of the
nature provided by law that he assignment is genuine and
effective, and until such tr nsfer is registered on said books
72
and noted hereon by the Bon Registrar, all subject to the
terms and conditions provid d in the Resolution and to
reasonable regulations of t e Issuer contained in any
agreement with, or notice t , the Bond Registrar . Transfer of
this Bond may, at the direc ion and expense of the Issuer , be
subject to certain other re trictions if required to qualify
this Bond as being "in regi tered form" within the meaning of
Section 149 (a) of the feder 1 Internal Revenue Code of 1986,
as amended.
Fees u on Transfe or Loss. The Bond Registrar may
require payment of a sum su ficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of this Bond and aiy legal or unusual costs regarding
transfers and lost Bonds.
Treatment of Re i tered Owner . The Issuer and Bond
Registrar may treat the per on in whose name this Bond is
registered as the owner her of for the purpose of receiving
payment as herein provided except as otherwise provided with
respect to the Record Date) and for all other purposes,
whether or not this Bond sh 11 be overdue, and neither the
Issuer nor the Bond Registr r shall be affected by notice to
the contrary.
Authentication. his Bond shall not be valid or
become obligatory for any p rpose or be entitled to any
security unless the Certifi ate of Authentication hereon shall
have been executed by the B nd Registrar .
Not ualified Tax Exem t Obli ations. The Bonds
have not been designated by the Issuer as "qualified
tax-exempt obligations" for purposes of Section 265 (b) (3 ) of
the federal Internal Revenu Code of 1986, as amended.
IT IS HEREBY CERT FIED AND RECITED that all acts,
conditions and things requi ed by the Constitution and laws of
the State of Minnesota and he Charter of the Issuer to be
done, to happen and to be p rformed, precedent to and in the
issuance of this Bond, have been done, have happened and have
been performed, in regular nd due form, time and manner as
required by law; that this ond, together with all other debts
of the Issuer outstanding o the date of original issue hereof
and on the date of its issu nce and delivery to the original
purchaser, does not exceed ny constitutional or statutory or
Charter limitation of indeb edness; and that the Issuer will
establish rates and charges for the service furnished by its
Sewer System sufficient in mount to promptly meet the
principal and interest requ rements of this issue.
73
IN WITNESS WHEREOF the City of Saint Paul, Ramsey
County, Minnesota, by its Ci y Council has caused this Bond to
be sealed with its official eal and to be executed on its
behalf by the photocopied fa simile signature of its Mayor ,
attested by the photocopied acsimile signature of its Clerk,
and countersigned by the pho ocopied facsimile signature of
its Director, Department of inance and Management Services.
Date of Registration: egistrable by:
ayable at:
BOND REGISTRAR' S ITY OF SAINT PAUL,
CERTIFICATE OF AMSEY COUNTY, MINNESOTA
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution ayor
mentioned within.
ttest:
, C' ty Clerk
Bond Registrar
BY C untersigned:
Authorized Signatur.e
D rector , Department of Finance
a d Management Services
(SEAL)
Sewer Revenue Bond, Series , No. R-
74
CERTIFIC E OF REGISTRATION
The transfer of ownership f the principal amount of the
attached Bond may be made nly by the registered owner or his,
her or its legal represent tive last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGIST RED OWNER BOND REGISTRAR
75
REGISTER PARTIAL PAYMENTS �
The principal amount of the attached Bond has been prepaid on
the dates and in the amount noted below:
ignature of Signature of
Date Amount ondholder Bond Registrar
If a notation is made on thi register, such notation has the
effect stated in the attache Bond. Partial payments do not
require the presentation of he attached Bond to the Bond
Registrar, and a Holder coul fail to note the partial payment
here.
76
AB REVIATIONS
The following abbrevia ions, when used in the inscription
on the face of this Bond, s all be construed as though they
were written out in full ac ording to applicable laws or
regulations:
TEN COM - as tenants in com on
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants w th right of survivorship
and not as tenants in common
UTMA - as custo ian for
(Cust) (Minor)
under th Uniform
(State)
Transfer to Minors Act
Additional abbrev ations may also be used
though not n the above list.
77
A SIGNMENT
For value receive , the undersigned hereby sells,
assigns and transfers unto
the within Bond and does
hereby irrevocably constitu e and appoint
attorney to transfer the Bo d on the books kept for the
registration thereof, with ull power of substitution in the
premises.
Dated:
No ice: The assignor ' s signature to
this assignment must
correspond with the name as
it appears upon the face of
the within Bond in every
particular , without
alteration or any change
whatever.
Signature Guaranteed:
Signature(s) must be guaran eed by a national bank or trust
company or by a brokerage firm having a membership in one of
the major stock exchanges.
The Bond Registrar will not effect transfer of this
Bond unless the information oncerning the transferee
requested below is provided.
Name and Address:
( Include i formation for all joint owners
if the Bo d is held by joint account. )
78
E HIBIT B
[Form of Non-Glo al Bond - Fixed Rate]
UNITED ST TES OF AMERICA
STATE F MINNESOTA
RAM EY COUNTY
CITY O SAINT PAUL
R- $
SEW R REVENUE
BOND, SERIES
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
KNOW ALL PERSONS B THESE PRESENTS that the City of
Saint Paul, Ramsey County, M'nnesota (the "Issuer" or "City" ) ,
certifies that it is indebte and for value received promi�es
to pay to the registered own r specified above, or registered
assigns, in the manner herei after set forth, the principal
amount specified above, on t e maturity date specified above,
unless called for earlier re emption, and to pay interest
thereon semiannually on 1 and 1 of each year
(each, an "Interest Payment ate" ) , commencing 1,
, at the rate per annum pecified above (calculated on the
basis of a 360-day year of t elve 30-day months) until the
principal sum is paid or has been provided for. This Bond
will bear interest from the ost recent Interest Payment Date
to which interest has been p id or, if no interest has been
paid, from the date of origi al issue hereof. The principal
of and premium, if any, on t is Bond are payable upon
presentation and surrender reof at the principal office of
, in ,
(the "Bo d Registrar" ) , acting as paying
agent, or any successor paying agent duly appointed by the
Issuer . Interest on this B nd will be paid on each Interest
Payment Date by check or dr ft mailed to the person in whose
79
name this Bond is registere (the "Holder" or � "Bondholder" ) on
the registration books of t e Issuer maintained by the Bond
Registrar and at the addres appearing thereon at the close of
business on the fifteenth c lendar day preceding such Interest
Payment Date (the "Regular ecord Date" ) . Any interest not so
timely paid shall cease to e payable to the person who is the
Holder hereof as of the Reg lar Record Date, and shall be
payable to the person who i the Holder hereof at the close of
business on a date (the "Sp cial Record Date" ) fixed by the
Bond Registrar whenever mon y becomes available for payment of
the defaulted interest. No ice of the Special Record Date
shall be given to Bondholders not less than ten days prior to
the Special Record Date. T e principal of and premium, if
any, and interest on this B nd are payable in lawful money of
the United States of America.
REFERENCE IS HEREB MADE TO THE FURTHER PROVISIONS
OF THIS BOND SET FORTH ON TH REVERSE HEREOF, WHICH PROVISIONS
SHALL FOR ALL PURPOSES HAVE HE SAME EFFECT AS IF SET FORTH
HERE.
IT IS HEREBY CERTI IED AND RECITED that all acts,
conditions and things requir d by the Constitution and laws of
the State of Minnesota and t e Charter of the Issuer to be
done, to happen and to be pe formed, precedent to and in the
issuance of this Bond, have een done, have happened and have
been performed, in regular a d due form, time and manner as
required by law; that this B nd, together with all other debts
of the Issuer outstanding on the date of original issue hereof
and on the date of its issua ce and delivery to the original
purchaser, does not exceed a y constitutional or statutory or
Charter limitation of indebt dness; and that the Issuer will
establish rates and charges or the service furnished by its
Sewer System sufficient in a ount to promptly meet the
principal and interest requi ements of this issue.
IN WITNESS WHEREOF the City of Saint Paul, Ramsey
County, Minnesota, by its Ci y Council has caused this Bond to
be sealed with its official eal or a facsimile thereof and to
be executed on its behalf by the original or facsimile
signature of its Mayor, atte ted by the original or facsimile
signature of its Clerk, and ountersigned by the original or
facsimile signature of its D rector, Department of Finance and
Management Services.
80
Date of Registration: Registrable by:
Payable at:
BOND REGISTRAR' S CITY OF SAINT PAUL,
CERTIFICATE OF RAMSEY COUNTY, MINNESOTA
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution within Mayor
mentioned.
Attest:
, City Clerk
Bond Registrar
By Countersigned:
Authorized Signature
Director , Department of
Finance and Management
Services
(SEAL)
81
1 of
the Year Amount
The amounts set forth abov will be reduced, pro rata, if and
to the extent the City cal s such Bonds for optional
redemption on or prior to he date scheduled for mandatory
redemption and prepayment.
Redemption may be in hole or in part of the Bonds
subject to prepayment. If redemption is in part, those Bonds
remaining unpaid which hav the latest maturity date shall be
prepaid first; and if only part of the Bonds having a common
maturity date are called f r prepayment, the specific Bonds to
be prepaid shall be chosen by lot by the Bond Register. Bonds
or portions thereof called for redemption shall be due and
payable on the redemption ate, and interest thereon shall
cease to accrue from and after the redemption date.
Notice of Redem tion. Published notice of
redemption shall in each ase be given in accordance with law,
and mailed notice of rede ption shall be given to the paying
agent ( if other than a Ci y officer) and to each affected
Holder of the Bonds. In he event any of the Bonds are called
for redemption, written n tice thereof will be given by first
class mail mailed not les than thirty (30) days prior to the
redemption date to each H lder of Bonds to be redeemed. In
connection with any such otice, the "CUSIP" numbers assigned
to the Bonds shall be use .
Selection of Bo ds for Redem tion. To effect a
partial redemption of Bon s having a common maturity date, the
Bond Registrar shall assi n to each Bond having a common
maturity date a distincti e number for each $5 , 000 of the
principal amount of such ond. The Bond Registrar shall then
select by lot, using such method of selection as it shall deem
proper in its discretion, from the numbers assigned to the
Bonds, as many numbers as at $5, 000 for each number , shall
equal the principal amoun of such Bonds to be redeemed. The
Bonds to be redeemed shal be the Bonds to which were assigned
numbers so selected; prov 'ded, however, that only so much of
the principal amount of s ch Bond of a denomination of more
83
than $5,000 shall be rede med as shall equal $5, 000 for each
number assigned to it and so selected. If a Bond is to be
redeemed only in part, it shall be surrendered to the Bond
Registrar (with, if the I suer or Bond Registrar so requires,
a written instrument of t ansfer in form satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof
or his, her or its attorn y duly authorized in writing) and
the Issuer shall execute if necessary) and the Bond Registrar
shall authenticate and de iver to the Holder of such Bond,
without service charge, a new Bond or Bonds of the same series
having the same stated ma urity and interest rate and of any
authorized denomination o denominations, as requested by such
Holder, in aggregate prin ipal amount equal to and in exchange
for the unredeemed portio of the principal of the Bond so
surrendered.
Issuance; Pur o e. This Bond is one of an issue in
the total principal amoun of $ , all of like date of
original issue and tenor, except as to number , maturity,
interest rate, and denomi ation, which Bond has been issued
pursuant to and in full c nformity with the Constitution and
laws of the State of Minn sota and the Charter of the Issuer ,
and pursuant to a resolut on adopted by the City Council of
the Issuer on , 1988, (the "General Resolution" )
as supplemented on , (the "Supplemental
Resolution" ) (collectivel , the "Resolution" ) , for the purpose
of providing money to pay or reimburse for the acquisition,
construction and repair o various improvements to the Sewer
System of the City. Said Bonds and the interest thereon are
payable solely and exclus vely from the Revenues (as defined
in the Resolution) of the Sewer System of the Issuer pledged
to the payment thereof, a d sums held in a Reserve Fund, and
do not constitute a debt f the Issuer within the meaning of
any constitutional, Chart r or statutory limitation of
indebtedness. In the eve t of any default hereunder , the
Holder of this Bond may e ercise any of the rights and
privileges granted by the laws of the State of Minnesota
subject to the provisions of the Resolution. The Bonds of
this issue, [together wit the Sewer Revenue Bonds previously
issued by the City pursua t to the Resolution, as supplemented
from time to time, in the aggregate original prinicipal amount
of $ ] are secure by a first and prior lien upon the
Revenues of the Sewer Sys em of the Issuer and by sums held in
a Reserve Fund. The Issu r is authorized under certain
conditions to issue addit onal revenue obligations on a parity
of lien with these Bonds and prior issues of Sewer Revenue
Bonds] , all as provided i the Resolution. The Bonds of this
series and any other reve ue obligations heretofore or
84
hereafter issued on a pa ity therewith are re€erred to herein
as the "Parity Bonds" . 11 other capitalized terms used but
not defined herein have he meanings assigned to those terms
in the Resolution.
Holders. For he purposes of all actions, consents
and other matters af£ect ng Holders of Bonds issued under the
Resolution, the term "Ho der" shall include the owners of
beneficial interests in ny Bond as shown by the certificate
of the person or entity n whose name (or in whose nominee
name) such Bond is regis ered. Unless the City receives such
a Certificate, the City ay treat the Holder in whose name (or
in whose nominee name) a Bond is registered as the owner of
all the interest therein
Action b Hold rs. The Holders of fifty-one percent
(51�) or more in aggrega e principal amount of all Bonds at
any time outstanding und r the Resolution may, either by law
or in equity, by suit, a tion, or other proceedings, protect
and enforce the rights o all Holders of Bonds then
outstanding, or enforce nd compel the performance of any and
all of the covenants and duties specified in the Resolution to
be performed by the Issu r or its officers and agents;
provided, however, that othing shall affect or impair the
right of any Bondholder o enforce the payment of the
principal of and interes on any Bond at and after the
maturity thereof, or the obligation of the Issuer to pay the
principal of and interes on each of the Bonds issued to the
respective Holders thereof at the time and place, from the
source and in the manner rovided in the Bonds.
Denominations; xchan e; Resolution. The Bonds are
issuable solely as fully egistered bonds in the denominations
of $5,000 and integral mu tiples thereof of a single maturity
and are exchangeable for ully registered Bonds of other
authorized denominations ' n equal aggregate principal amounts
at the principal office o the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolu-
tion. Reference is hereb made to the Resolution for a
description of the rights and duties of the Bond Registrar.
Copies of the Resolution re on file in the principal office
of the Bond Registrar .
Modification of Resolution. No change, amendment,
modification or alteratio shall be made in the covenants made
with Holders of all Bonds issued under by the Resolution as
from time to time supplem nted without the consent of the
Holders of not less than ixty percent (60�) in aggregate
85
principal amount of all B nds then outstanding except for
changes, amendments, modi ications and alterations (a) made to
cure any ambiguity or for al defect or omission, or (b) made
in connection with the is uance of Additional Bonds, or (c)
which preserve the exclusion from gross income of interest on
Tax-Exempt Bonds under Se tion 103 of the Internal Revenue
Code of 1986, as amended, r (d) which would not materially
prejudice the Holders of out-standing Bonds; provided,
however , that nothing herein contained shall permit or be
construed as permitting (1) an extension of the maturity of
the principal of or the in erest on any Bonds, or (2) a
reduction in the principal amount of any Bond or the rate of
interest thereon, or (3) a privilege or priority of any Bond
or Bonds over any other Bo d or Bonds except as otherwise
provided in the Resolution, or (4) a reduction in the
aggregate principal amount of Bonds required for consent of
any change, amendment, mod' fication or altera-tion, or (5) the
creation of any lien ranki g prior to or on a parity with the
lien of the Bonds, except s expressly per-mitted by the
Resolution as supplemented or (6) a modification of any of
the provisions of this par graph, without the consent of the
Holders of one hundred per ent (100�) of the principal amount
of all Bonds outstanding.
Transfer. This ond is transferable by the Holder
in person or by his, her o its attorney duly authorized in
writing at the principal o fice of the Bond Registrar upon
presentation and surrender hereof to the Bond Registrar , all
subject to the terms and c nditions provided in the Resolution
and to reasonable regulati ns of the Issuer contained in any
agreement with the Bond Re istrar. Thereupon the Issuer shall
execute and the Bond Regis rar shall authenticate and deliver ,
in exchange for this Bond, one or more new fully registered
Bonds in the name of the t ansferee (but not registered in
blank or to "bearer" or si ilar designation) , of an authorized
denomination or denominati ns, in aggregate principal amount
equal to the principal amo nt of this Bond, of the same
maturity and bearing inter st at the same rate. Whenever
ownership of this Bond sho ld be transferred under any other
circumstances or be regist red in nominee name only, the
registered owner of the Bo d shall, if and to the extent
required to qualify this B nd as being "in registered form"
within the meaning of Sect 'on 149 (a) of the federal Internal
Revenue Code of 1986, as a ended, and at the direction and
expense of the Issuer, mai tain for the Issuer a record of the
actual owner of the Bonds.
86
.
Fees u on Tra sfer or Loss. The Bond Registrar may
require payment of a su sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of this Bond a d any legal or unusual costs regarding
transfers and lost Bonds.
Treatment of R istered Owner. The Issuer and Bond
Registrar may treat the erson in whose name this Bond is
registered as the owner ereof for the purpose of receiving
payment as herein provid d (except as otherwise provided on
the reverse side hereof ith respect to the Record Date) and
for all other purposes, hether or not this Bond shall be
overdue, and neither the Issuer nor the Bond Registrar shall
be affected by notice to the contrary.
Authentication This Bond shall not be valid or
become obligatory for an purpose or be entitled to any
security unless the Cert ficate of Authentication hereon shall
have been executed by th Bond Registrar.
Not ualified ax-Exem t Obli ations. The Bonds
have not been designated by the Issuer as "qualified
tax-exempt obligations" or purposes of Section 265 (b) (3 ) of
the federal Internal Rev nue Code of 1986, as amended.
87
�
.
BBREVIATIONS �
The following abbre iations, when used in the inscription
on the face of this Bond shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in ommon
TEN ENT - as tenants by he entireties
JT TEN - as joint tenant with right of survivorship
and not as tena ts in common
UTMA - as cu todian for
(Cust) (Minor)
under the Uniform
(State)
Trans ers to Minors Act
Additional abb eviations may also be used
though n t in the above list.
88
i -
•
ASSIGNMENT
For value rece 'ved, the undersigned hereby sells,
assigns and transfers un o
the within Bond and does
hereby irrevocably const tute and appoint
attorney to transfer the Bond on the books kept for the
registration thereof, wi h full power of substitution in the
premises.
Dated:
Notice: The assignor ' s signature to
this assignment must
correspond with the name as
it appears upon the face of
the within Bond in every
particular , without
alteration or any change
whatever.
Signature Guaranteed:
Signature(s) must be guar nteed by a national bank or trust
company or by a brokerage firm having a membership in one of
the major stock exchanges.
The Bond Registrar will not effect transfer of this
Bond unless the informatio concerning the transferee
requested below is provide .
Name and Address:
( Include information for all joint owners
if the ond is held by joint account. )
89
WMITE - C�TV CLERK
PINK - FINANCE G I TY O SA I NT PA U L Council P
CANARY - DEPARTMENT Flle NO. v ��a��
BLUE - MAVOR
Counc 'l Resolution
Presented By
Referred To Committee: Date
Out of Committee By Date
SSIGNMENT
For value received, t e undersigned hereby sells, assigns
and transfers unto _ _ _ _ _ _ _ ,. _ the within Bond and does
hereby irrevocably constitute and appoint _ _ _ __ _. ____ _ attorney
to transfer the Bond on the books kept for the registration thereof, with
full power of substitution in the remises.
Dated:
Notice: The assignor' s signature o this assignment must correspond with
the name as it appears up n the face of the within Bond in every
particular, without alter tion or any change whatever.
Signature Guaranteed:
Signature(s ) must be guaranteed by a national bank or trust company or
by a brokerage firm having a membe ship in one of the major stock exchanges.
The Bond Registrar wil not effect transfer of this Bond unless
the information concerning the tra sferee requested below is provided.
Name and Address :
_ _ .. _ . ._ _
(Include informa ion for all joint owners
if the Bond is eld by joint account. )
COUNCILME(V Requested by Department of:
Yeas ���� Nays
'�'�°"°G�`?'Z � [n Favor
�1111liF
Scheibel � �
Sonnen __ Ageillst BY
�0 7DalnoNo
�
Adopted by Council: Date
�Y 2� '�� Form Approved by City Attorn y
Certified a •ed by Council Se retar BY J "
B}•
Approv y :Navor: Dat �Y?�t �� Approve y Mayor u ion to Council
By _ �
�
/ ���p ,1 U N 11 i988
�r, � � ���C,�c/�Y
r _...- � q `'�'^`�►` ; E'�` .
,
� 1,.� (..��� - . .
�
DovGH�rrYD�.��K�Ts � � �t`�' �
$78 450,000 ;���,�t..( r,j C�C.�.�.l.�
City of Sain Paul, Minnesota
Sewer Revenue nds, Series 1988A
�cEivEo
MAY 2 71988
pvx E co cr CITY CLERK
May 26, 1988
City Council
City of Saint Paul, Minnesota
Dear Ladies and Gentlemen:
The undersigned (her in collectively called the "Pur-
chasers") offer to enter into e following agreement with the
City of Saint Paul, Minnesota ( e "City") , which, upon
acceptance of this offer by th City, will be binding upon the
City and upon the Purchasers. he offer made hereby is subject to
acceptance by the City by exec ion and delivery of this Purchase
Contract (the "Purchase Contrac ") to the undersigned at or prior
to 10:00 A.M. , Minnesota time, n the date first above written,
and, if not so accepted, will b subject to withdrawal by the
Purchasers upon notice delivere to the City at any time prior to
the acceptance hereof by the Ci y.
1. Purchase and Sal . Upon the terms and conditions
and in reliance. on.the. �epresen ations, warranties and agreements
hereinafter set forth, the Purc asers agree, jointly and
severally, to purchase from the City, and the City hereby agrees
to sell to the Purchasers all ( ut not less than all) of the
$78,450, 000 City of Saint Paul, Minnesota Sewer Revenue Bonds,
Series 1988A (the "Bonds") . Th Bonds shall be dated as of June
1, 1988 as the date of original issue and shall have the
maturities and bear interest at the rates per annum set forth on
Schedule 1 attached hereto. Th purchase price for the Bonds is
1-
DOUGHERTY, DAWKINS, STRAND& YOST INCORPORATED
100 SOUTH FIFTH STREET, SU1TE 2300
MINNEAPOLIS, MINNESOTA b5402
612-341-6000
r ,�
$77,155,575, which shall be ap ortioned among the Bonds as set
forth in Schedule 1 attached h reto, plus accrued interest, if
any, to the date of delivery o such Bonds.
The Bonds shall be as described in, and shall be issued
in accordance with, two resolut'ons of the City Council of the
City of Saint Paul, Minnesota ( e "City Council") adopted prior
to or concurrently with the exe ution of this Purchase Contract,
entitled "General Resclution Re ating to Sewer Revenue Bonds of
the City Council of the City of Saint Paul, Minnesota", dated May
24, 1988, and "Resolution Relat'ng to Sewer Revenue Bonds, Series
1988A; Authorizing the Director of Finance and Management Services
to Agree to the Purchase Price or the Bonds, Interest Rates for
the Bonds, Bond Insurance and O her Matters", dated May 24, 1988
(such resolutions being herein ollectively referred to as the
„Resolution") .
2. e 've O ' ' atem nt tc. The City
shall deliver to the Purchasers at the time of or within five days
of the City's acceptance of thi Purchase Contract (a) three
copies of the Official Statemen of the City dated the date
hereof, relating to the Bonds ( hich together with all exhibits
and appendices attached thereto and such amendments and
supplements thereto which shall be approved by the Purchasers, is
hereinafter referred to as the Official Statementp) and (b) three
certified copies of the Resolut'on. The City will provide to the
Purchasers such additional copi s of the Resolution and the
Official Statement as the Purch sers may reasonably request. The
City has previously delivered t the Purchasers the Preliminary
Official Statement of the City ated May 19, 1988, relating to the
Bonds (such Preliminary Officia Statement, including all exhibits
and appendices thereto, being h rein called the "Preliminary
Official Statement") .
3. Publ�c Offerina. The Purchasers shall make a na
fide public offering of the Bon at prices not in excess of the
initial public offering prices ( hich may be expressed in terms of
yields) set forth on Schedule 1 ereto plus accrued interest from
the date of the Bonds. The Bond may be offered and sold to
certain dealers (including the rchasers and other dealers
depositing Bonds into investment trusts) at prices lower than such
initial public offering prices. The City authorizes the
Purchasers to use the form of th Resolution and the Official
Statement and the information co tained therein in connection with
the public offering and sale of he Bonds and ratifies, confirms
and approves the use by the Purc asers prior to the date hereof of
the Preliminary Official Stateme t in connection with such public
offering and sale.
4. or't �of t e e s t've. Dougherty,
Dawkins, Strand & Yost Incorpora ed has been duly authorized to
execute this Purchase Contract a d has been duly authorized to act
hereunder by and on behalf of th other Purchaser. Al1 actions
=
which may be taken by the Purc asers may be taken by Dougherty,
Dawkins, Strand & Yost Incorpo ated alone. -
5. 't s . The Purchasers have delivered
to the City a check payable to the order of the City of St. Paul,
Minnesota, in the amount of $1 6,900.00. The City aqrees to hold
this check uncashed until the losing as security for the
performance by the Purchasers f their obligation to accept and
pay for the Bonds at the Closi g, and, in the event of compliance
by the Purchasers with such ob igation, such check shall be
returned to the Purchasers at e Closing. In the event the City
does not accept this offer, su h check shall be immediately
retuzned to the Purchasers. I the event the City accepts this
offer and fails to deliver the Bonds at the date fixed for the
Closing, or if the City shall e unable at or prior to the date
fixed for the Closing to satis y the conditions to the ob?igations
of the Purchasers contained he ein, or if the obligations of the
Purchasers shall be terminated for any reason permitted by this
Purchase Contract, this Purcha e Contract shall terminate and
neither the Purchasers nor the City shall be under further
obligation hereunder, except t at the check referred to in this
Paraqraph 5 shall immediately e returned to the Purchasers by the
City and the respective obliga ions of the City and of the
Purchasers for the payment of enses, as provided in Paragraph
10 hereof, shall continue in f 11 force and effect. In the event
that the Purchasers fail (othe than for a reason permitted
hereunder) to accept and pay fo the Bonds at the Closing as
herein provided, such check sha 1 be retained by the City as and
for liquidated damages for such failure and for any defaults
hereunder on the part of the Pu chasers, and the cashing of such
check or checks shall constitut a full release and discharge of
all claims and damages for such failure and for any and all such
defaults.
6. e rese tat' ns Wa ant'es a d reeme ts. The
City hereby represents, Warrant and agrees as follows:
(a) The City is a du y organized and validly existing
municipal corporation of t e State of Minnesota with full
power and authority to own and operate the System (as defined
in the Resolution) as curr ntly operated and to issue revenue
bonds to pay the cost of p ojects in connection with the
System. The City has, and at the time of execution did have,
or at the date of the Clos ng will have, full legal right,
power and authority (i) to enter into this Purchase Contract,
(ii) to adopt the Resoluti n, (iii) to sell, issue and
deliver the Bonds to the rchasers as provided herein and
(iv) to carry out and cons ate the tzansactions
contemplated by this Purch se Contract, the Resolution and
Official Statement; and th City has complied with, and at
the Closing �aill be in com liance in all respects with
Minnesota law and the term of and with the obligations on
its part contained in the esolution, the Bonds, and this
Purchase Contract;
3-
. L �'�- � 3s-,
(b) By official acti n of the City Council prior to or
concurrently with the acc tance hereof, the City Council has
duly adopted the Resoluti , has duly authorized and approved
the Official Statement, h s duly authorized and approved the
execution and delivery of, and the performance by the City of
the obligations on its pa contained in the Bonds, the
Resolution, the Official tatement and this Purchase Contract
and the consummation by i of all other transactions
contemplated by the Resol tion and this Fsrchase Contract;
and the Resolution and th's Purchase Contract constitute
legal, valid and binding ontractual obligations of the City;
(c) The City is not in breach of or default under any
applicable constitutional provision, law or administrative
regulation of the State o Minnesota or the United States, or
the charter of the City o any applicable judgment or decree
or any loan agreement, in enture, bond, note, resolution,
agreement or other inst ent to which the City is a party or
to which the City or any f its property or assets is
otherwise subject, and no event has occurred and is
continuing which with the passage of time or the giving of
notice, or both, would co stitute a default or event of
default under any such in trument; and the execution and
delivery of the Bonds and this Purchase Contract, and the
adoption of the Resolutio , and compliance with the
provisions on the City's art contained therein, will not
conflict with or constitu e a breach of or default under any
constitutional provision, law, administrative regulation,
judgment, decree, loan ag eement, indenture, bond, note,
resolution, agreement or ther instrument to which the City
is a party or to which th City or any of its property or
assets is otherwise subje t nor will any such execution,
delivery, adoption or com liance result in the creation or
imposition of any lien, c arge or other security interest or
encumbrance of any nature whatsoever upon any of the property
or assets of the City und r the terms of any such law,
regulation or instrument, except as provided by the Bonds and
the Resolution;
(d) All approvals, onsents and orders of any govern-
mental authority, legisla ive body, board, agency or
commission having jurisdi tion which would constitute a
condition precedent to or the absence of which would
materially adversely affe t the due performance by the City
of its obligations under is Purchase Contract, the
Resolution and the Bonds ave been duly obtained, except for
such approvals, consents nd crders as may be required under
the "blue sky" or securit es laws cf any state in connection
with the offering and sal of the Bonds;
(e) The City will c nform with the applicable
secuzities registration r quirements in the State of
Minnesota, including but ot limited to acceptance of service
of process and continuing registration requirements, to
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; �
assure the continued leqa ity of the offer and sale of the
Bondc within Minnesota;
(fj The Bonds and e Resolution confcrm in all
material respects to the escriptions thereof contained in
the Official Statement an the Bonds, when issued and
delivered in accordance w th the Resolution and Bold to the
Purchasers as provided he ein, will be validly issued and
outstanding special reven e obligations of the City entitled
to the benefits of the Re olution; and upon such issuance,
authentication and delive the Resolution will provide for
the benefit of the holder from time to time of the Bonds, a
legally valid and binding pledge of and first lien on the
Revenues (as defined in e Resolutionj ; and the funds and
accounts pledged under th Resolution are valid and
effective as to all perso s and qovernmental bodies;
(g) Between the dat of this Purchase Contract and the
date of the Closing, the ity will not, without the prior
written consent of the Pu chasers, offer or issue any bonds,
notes or other obligation for borrowed money in connection
with and payable from the Revenues of the System (as defined
in the Resolution) , and t e City will not incur any material
liabilities, direct or co tingent, in connection With the
System except in the ordi ary course of business;
(h) As of the date f the Closing there will not be any
material adverse change i the financial position, results of
operations or condition, inancial ot otherwise, of the
System from that desczibe in the Official Statement other
than in the ordinary ccur e of the City's business;
(i) As of the date ereof, except as otherwise
disclosed in the Official Statement, there is no action,
suit, proceeding, inquiry or investigation, at law or in
equity before or by any c urt, governmental agency, public
board or body, pending or, to the best knowledge of the City,
threatened against the Ci , other than routine litigation or
proceedings of the type w ich normally accompany the
operation and separation f a sewer system, affecting the
corporate existence of th City or the titles of the officers
of the City to their resp tive offices, or affecting or
seeking to prohibit, rest in or enjoin the sale, issuance or
delivery of the Bonds or e imposition of rates for sewer
services or the collectio of the City's Revenues pledged or
to be pledged to pay the p incipal of and interest on the
Bonds, or in any way conte ting or affecting the validity or
enforceability of the Bon , the Resolution, or this Purchase
Contract or contesting the tax-exempt status of the interest
on the Bonds as described 'n the Official Statement, or
contesting in any way the ompleteness or accuracy of the
Preliminary Official Stat ent cr the Official Statement, or
contesting any authority o proceedings for the issuance,
sale or delivery of the Bo ds, the adoption of the Resolution
5-
or the execution and del 'very of this Purchase Contract or
the performance of the C'ty�s obligations thereunder, or
contesting the powers of the City or which involves the
possibility of any rulin , order, judqment or uninsured
liability which may resu t in any material adverse change in
the business, properties or assets or in the condition,
financial or otherwise, f the System, or wherein an
unfavorable decision, ruling or finding would materially
adversely affect the vali ity or enforceability of the Bonds,
the Resolution or this chase Contract;
(j) The City will f rnish such information, execute
such instruments and take such other action in cooperation
with the Purchasers as th Purchasers may reasonably request
in order (i) to qualify t e Bonds for offer and sale under
the "blue sky" or other s curities laws and regulations of
such states and other jur'sdictions of the United States as
the Purchasers may design te and (ii) to determine the
eligibility of the Bonds or investment under the laws of
such states and other jur'sdictions, and will use its best
efforts to continue such alifications in effect so long as
required for the distribu ion of the Bonds;
(k) At the time of e City's acceptance hereof and
(unless an event occurs o the nature described in
subparagraph (m) of this aragraph 6 at all times subsequent
thereto up to and includi g the date of the Closing, the
Official Statement does n t and will not contain any untrue
statement of a material f ct or omit to state a material fact
required to be stated the ein or necessary to make the
statements therein, in th light of the circumstances under
which they were made, not misleading;
(1) If the Official Statement is supplemented or
amended pursuant to subpa agraph (m) of this Paragraph 6, at
the time of such suppleme t or amendment thereto and (unless
subsequently again supple ented or amended pursuant to such
subparagraph) at all time subsequent thereto up to and
including the date of the Closing, the Official Statement as
so supplemented or amende will not contain any untrue
statement of a material f ct required to be stated therein or
necessary to make the sta ements therein, in the light of the
circumstances under which they were made, not misleading;
(m) If between the ate of this Purchase Contract and
the date of the Closing a y event shall occur which might or
would cause the Official tatement to contain any untrue
statement of a material f ct or to omit to state a material
fact required to be state therein or necessary to make the
statements therein, in th light of the circumstances ur�der
which they were made, not isleading, the City shall notify
the Purchasers thereof, a if in the opinion of the
Purchasers, such event re ires the preparation and
publication of a supplemen or amendment to the Official
6-
, ��`" ���
Statement, the City will t its expense supplement or amend
the Official Statement in a form and in a manner approved by
the Purchasers; and
(n) Between the dat of this Purchase Contract and the
date of the Closing the C'ty shall disclose to, discuss with
and provide any informati n reasonably requested by the
Purchasers in connection ith any breach, default or failure
to comply, of whatever na ure and of which the City has
knowledge, regarding any aw, loan agreement, indenture,
bond, note, resolution, a reement or other instrument to
which the City is a party or to which the City, or any of the
property or assets of the City is otherwise subject.
7. �he Closina. A 9:30 a.m. , Minnesota time, on
June 14, 1988, or at such othe time as shall have been mutually
agreed upon by the City and th Purchasers, the City will
deliver, or cause to be delive ed, to the Purchasers the Bonds as
set forth below, in accordance with the Resolution, duly executed
and authenticated, at the offi e of Midwest Securities Trust
Company, One Financial Place, 40 South LaSalle Street, Chicago,
Illinois 60600, or at such oth r place as shall have been mutually
agreed upon by the City and th Purchasers, duly executed by the
City and authenticated by the aying Agent/Registrar; and the
Purchasers will accept such de ivery and pay the purchase price of
the Bonds as set forth in Sect on 1 hereof by delivering to the
City a check or checks, payabl in immediately available funds to
the order of the City, in the mount of such purchase price, plus
accrued interest on the Bonds rom June 1, 1988, to the date of
the Closing. Such payment and delivery, is herein called the
"Closing". The City will deli er to the Purchasers the closing
documents hereinafter mentione , at the offices of Briggs and
Morgan, W2200 First National B nk Building, St. Paul, Minnesota
55101, or at such other place s shall have been mutually agreed
upon by the City and the Purch sers. The Bonds will be delivered
as fully registered book entry bonds, one bond per maturity,
registered in the name of Kray & Co. , as nominee of Midwest
Securities Trust Company not 1 ss than five days prior to Closing
and will be made available to he Purchasers for inspection not
less than 24 hours prior to th Closing.
8. s. The Purchasers have entered
into this Purchase Contract in reliance upon the representations,
warranties and agreements of e City contained herein, and, in
reliance upon the representati ns, warranties and agreements to
be contained in the documents nd instruments to be delivered at
the Closing and upon the perfo ance by the City of its
obligations hereunder, both as of the date hereof and as of the
date of the Closing. Accordin ly, the Purchasers' obligations
under this Purchase Contract t purchase, accept delivery of and
pay for the Bonds shall be con itioned upon the performance by
the City of its obligations to be performed hereunder and under
-7-
such documents and instruments t or prior to the Closing, and
shall also be subject to the fo lowing additional conditions:
(a) The representati ns, warranties and agreements of
the City contained herein hall be true and correct on the
date hereof and on and as f the date of the Closing, as if
made on the date of the C1 sing;
(b) At the time of t e Closing, the Resolution shall
be in full force and effec and shall not have been amended,
modified or supplemented, xcept as provided therein and
except as set forth in the Official Statement, and the
Official Statement deliver d to the Purchasers concurrently
with the execution and del very of this Purchase Contract
shall not have been supple ented or amended, except such
supplements or amendments o the Official Statement as may
have been agreed to by the Purchasers;
(c) At the time of t e Closing, all official action of
the City relating to this rchase Contract, the Bonds and
the Resolution shall be in full force and effect and shall
not have been amended, mod'fied or supplemented except as
provided therein;
(d) AMBAC Indemnity orporation ("AMBAC") shall have
issued to the City an insu ance policy in substantially the
form set forth in Appendix IIZ to the Official Statement (the
„Policy") unconditionally nd irrevocably quaranteeing the
payment of the principal o , whether coming due at maturity
or upon mandatory sinking und redemption, and interest on
the Bonds maturing in the ears 1990 through 2001 as
described in the Official tatement;
(e) At or prior to e Closing, the Purchasers shall
have received copies of e ch of the following documents:
(1) The opinio , dated the date of the Closing, of
Bond Counsel, in sub tantially the form included as
Appendix II to the O ficial Statement and, if such
opinion is not addre sed to the Purchasers, such opinion
shall be delivered t gether with a letter of such Bond
Counsel, dated the d te of the Closing and addressed to
the Purchasers, to e effect that the foregoing
opinions addressed t the City may be relied upon by the
Purchasers to the sa e extent as if such opinions were
addressed to them.
(2) An opinion dated the date of the Closing and
addressed to the Pur hasers, of Bond Counsel, to the
effect that (A) the ity is,a duly organized and validly
existing political s division and municipal corporation
of the State of Minn sota with full power and authority
to establish, own, a quire, maintain, control and
operate its sewer sy tem and to issue revenue bonds to
-8-
pay the cost of pro ects in connection therewith; (B)
the statements cont ined in the Official Statement under
the captions MS Y OF THE OFFICIAL STATEMENT",
"SECURITY AND RELAT D MATTERS". "GENERAL DESCRIPTION"
and "SIINII�IARY OF THE RESOLUTION" insofar as the
statements containe under such captions purport to
summarize certain p ovisions of the Bonds and the
Resolution fairly a d accurately summarize the material
provisions of the B ds and the Resolution and the
statements in the O ficial Statement under the captions
"INTRODUCTION" and " AX EXENIPTION AND RECENT FEDERAL
LAWS" are correct as to matters of law and fairly and
accurately present t e information purported to be
presented therein; ( ) the Bonds, when issued,
authenticated and de ivered in accordance with the
Resolution and sold o the Purchasers as provided
therein, will be val dly issued and outstanding and
entitled to the bene its of the Resolution; and upon
such issuance, authe tication and delivery the
Resolution will prov de for the benefit of the holders
from time to time of the Bonds, a legally valid and
binding pledge of an first lien on the Revenues and
the funds and accoun s pledged undez the Resolution
valid and effective s to all persons and governmental
bodies; (D) the Reso ution has been duly adopted by the
City, the Purchase C ntract has been duly authorized,
executed and deliver d by the City and each constitutes
a legal valid and bi ding obligation of the City
enforceable in accor ance with its terms; (E) the Bonds
are exempt from the gistration requirements of the
Securities Act of 193 , as amended and in effect on the
date of the Closing, nd the Resolution need not be
qualified under the T st Indenture Act of 1939, as
amended and in effect on the date of the Closing; and
(F) Bond Counsel shal state in its letter concerning
the foregoing opinion or in a separate letter addressed
to the Purchasers and dated the date of Closing, that,
in the course of thei participation in various
conferences with repr sentatives of the City, the
Purchasers and Purcha ers' Counsel at which the contents
of the Official State ent, as well as related matters,
were discussed, and w thout having undertaken to
determine independent y the accuracy, completeness or
fairness of the state ents contained in the Official
Statement except with respect to the opinion expressed
in clause (B) above, o facts have come to their
attention that would ause them to believe (i) that the
Official Statement as of its date contained any untrue
statement of a materi 1 fact or omitted to state a
material fact require to be stated therein or necessary
to make the statement therein, in the light of the
circumstances under w 'ch they were made, not misleading
(except for the financ'al and statistical information
included in the Offici 1 Statement, including the
, d" Li ' �...�..�`,..�
Appendices thereto, a to which no view need be
expressed) , or (ii) t at the Official Statement, as of
the date of the Closi g, contains any untrue statement
of a material fact or omits to state any material fact
required to be stated therein or necessary to make the
statements therein, i the light of the circumstances
under which they were made, not misleading (except as
aforesaid) .
(3) An opinion, dated the date of the Closing and
addressed to the Purc asers, of Wood Dawson Smith &
Hellman, New York, Ne York, counsel to the Purchasers,
in substantially the orm attached hereto as Exhibit A. �
(4) An Opinion ated the date of the Closing of
the City Attorney in ubstantially the form attached
hereto as Exhibit B.
(5) A certifica e, dated the date of the Closing,
signed by the Mayor a d Director of Finance and
Management Services t the effect that the
representations, warr nties and agreements of the City
set forth in Paragrap 6 hereof are true and correct on
and as of the date of the Closing as if made on the date
of the Closing (but i lieu of or in conjunction with
such certificate the rchasers may, in their sole
discretion, accept ce ificates or opinions of Bond
Counsel, or of other ounsel acceptable to the
Purchasers, with resp ct to the representations
contained in clause ( ' ) of Paragraph 6 that in the
opinion of such couns 1 the issues raised in any pending
or threatened litigat'on referred to in such certificate
are without substance or that contentions of all
plaintiffs therein ar without merit) .
(6) A letter, d ted the date hereof, in substan-
tially the form attac ed hereto as Exhibit C, and
confirmation thereof s of the date of the Closing,
signed by the Chief ccountant for the City of Saint
Paul, Minnesota;
(7) Evidence s tisfactory to the Purchasers from
Moody's Investor's S rvice, Inc. ("Moody's") and
Standard and Poor's orporation ("S&P") that the Bonds
maturing in the year 2008 have been assigned as of the
Closing a rating of ot lower than "Al" and "A+",
respectively and evi ence satisfactory to the Purchasers
from Moody's and S&P that the Bonds maturing in the
years 1990 through 2 O1 have been assigned a rating of
not less than "Aaa" nd "AAA" respectively.
(8) An opinion dated the date of the Closing and
addressed to the Pur hasers, of counsel to AMBAC as to
the validity and enf rceability of the Policy and the
10-
informaticn and stat ments in the Official Statement
under the caption "S CURITY AND RELATED MATTERS" - AMBAC
Insurance" and other matters as may be requested by the
Purchasers; and
(9) Such addit onal opinions, certificates,
instruments and othe documents as Bond Counsel, Counsel
to the Purchasers or the Purchasers may reasonably
request: (i) to evid nce compliance with applicable law;
(ii) to evidence the validity of the Bonds, the
Resolution and this rchase Contract; and (iii) to
evidence the truth a d accuracy, as of the time of
Closing, of all repr sentations herein contained and the
due performance or s tisfaction by the City at or prior
to such time of all greements then to be performed and
all conditions then o be satisfied as contemplated
under this Purchase ontract.
All of the opinions, letters, certificates, instruments
and other documents mentioned bove or elsewhere in this Purchase
Contract shall be deemed to be in compliance with the provisions
hereof if, but only if, they a e either in a form attached as an
exhibit hereto or in fozm and ubstance satisfactory to the
Purchasers.
If the City shall be unable to satisfy the conditions to
the obligations contained in is Purchase .Contract of the
Purchasers to purchase, accept delivery of and pay for the Bonds,
or if the obligations of the rchasers to purchase, accept
delivery of and pay for the Bo ds shall be terminated for any
reason permitted by this Purch se Contract, this Purchase Contract
shall terminate and neither th Purchasers nor the City shall be
under any further obligation h reunder, except that the respective
obligations of the City and th Purchasers set forth in Paragraph
10 hereof shall continue in fu 1 force and effect.
9. Termination. T e Purchasers may terminate this
Purchase Contract by telegraph c notice to the City if at any time
between the date hereof and th Closing (a) legislation shall be
enacted by the Congress of the United States or adopted by either
House thereof or a decision by a court of the United States or the
Tax Court of the United States shall be rendered or a ruling,
regulation or official stateme t (final, temporary or proposed) by
or on behalf of the Treasury partment of the United States, the
Internal Revenue Service or o er Federal agency shall be made,
with respect to Federal taxati n of revenues or other income of
the general character expected to be derived by the City or upon
interest on securities of the eneral character of the Bonds or
which would have the effect of changing, directly or indirectly,
the Federal income tax consequ nces of receipt of interest on
securities of the general char cter of the Bonds in the hands of
the holders thereof, which in e reasonable opinion of the
Purchasers would materially an adversely affect the market price
of the Bonds; (b) the United S ates shall become engaged in
il-
hostilities that have resulted in a declaration of var or a
national emergency; (C) the Ne York Stock Exchange or other
national securities exchange, r any qovernmental authority, shall
impose, as to the Bonds, any m terial restrictions not now in
force, or increase materially hose now in force or being
enforced, with respect to the harges to the net capital
requirements of underwriters; d) there shall be in force a
general suspension of trading n the New York Stock Exchange as
the result of an event affecti g the national economy; (e) a
general banking moratorium sha 1 have been established by Federal,
New York or Minnesota authorit es; (f) there shall have been any
dcwngrading, suspension or wit drawal, or any official statement
as to a possible downgrading, uspension or withdrawal, of any
rating by Moody's Investors Se ice, Inc. or Standard & Poor's
Corporation of any securities 'ssued by the City, including the
Bonds; (g) evidence or confirm tion of ratings shall not be
provided in accordance with Pa agraph 8 (d) (7) ; or (h) any event
described in subparagraph (m) f Paragraph 6 hereof shall have
occurred which in the opinion f the Purchasers requires the
preparation and publication of a supplement or amendment to the
Official Statement.
10. Expenses. The rchasers shall be under no
obligation to pay any expenses incident to the performance of the
obligations of the City hereun ez. The City shall pay the fees
and expenses of Briggs & Morga , Bond Counsel, and any consultant
or engineer in respect of any atters contemplated by this
Purchase Contract not directly retained by the Purchasers; fees
for bond insurance, if any; th cost of printing or otherwise
preparing and furnishing to th Purchasers in reasonable
quantities as requested by the Purchasers, the Preliminary
Official Statement, the Offici 1 Statement and the Resolution; the
cost of preparation and issuan e of the Bonds including fees to
Midwest Securities Trust Compa y for its services as Depository
for the Bonds; the cost of pre aration of copies of documents to
be furnished to prospective pu chasers pursuant to commitments
contained in the Official Stat ment; the cost of mailing all
documents, any charges made by rating agencies for the rating of
the Bonds and travel expenses 'ncurred in connection with the
trip to New York City for the urposes of rating the Bonds.
The City shall be un er no obligation to pay any of the
following cost except that suc costs may be incorporated as a
component of underwriters disc unt: preparing and printing this
Purchase Contract, and the Blu Sky and Legal Investment
Memoranda; and any expenses in ident to the performance of the
obligations of the Purchasers ereunder, including specifically
the fees and expenses of Wood awson Smith & Hellman and any other
attorneys or consultants hired in connection herewith.
il. Notices. Any n tice or other communication to be
given to the City under this rchase Contract may be given by
delivering the same in writing at the City's address set forth
above, and any notice or other communication to be given to the
12-
d" � - G �r
Purchasers under this Purchase ontract may be given by delivering
the same in writing to Mr. Euge e Schiller, Director, Department
of Finance and Management Servi es, 234 City Hall, St. Paul,
Minnesota 55101, and Mr. James art, City Attorney's Office, 64?
City Hall, St. Paul, Minnesota 54G2.
12. te st. This Purchase Contract is
made solely for the benefit of he City and the Purchasers
(including the successors or as igns of any of the Purchasers) and
no other person shall acquire o have any right hereunder or by
virtue hereof. All of the City s and the Purchasers'
representations, warranties and agreements contained in this
Purchase Contract shall remain perative and in full force and
effect, regardless of: (i) any 'nvestigations made by or on behalf
of the City or any of the Purch sers; (ii) delivery of and payment
for the Bonds pursuant to this rchase Contract; and (iii) any
termination of this Purchase Co tract.
13. Effectiveness. his Purchase Contract shall become
effective upon adoption of a re olution of the City Council
approving it and the execution f the acceptance hereof and
delivery by the City acting by nd through an authorized
representative and shall zemain operative and in full force and
effect, regardless of (a) any i vestiqation made by or on behalf
of either of the Purchasers, (b delivery of, and payment for the
Bonds hereunder, and (c) any te ination of this Purchase
Contract.
13-
, ..
14. I�eadings. The eadings of the sections of this
Purchase Contract are inserted for convenience only and shall not
be deemed to be a part hereof.
Very ruly yours,
DOUGH TY, DAWKINS, STRAND & YOST
INC PORATED
PIPER, JAFFRAY & HOPWOOD INCORPORATED
By: DO GHE , IN S & ST
NC '
B ` ", � /f :
Y�
Ti 1
Accepted: , lggg
CIT O SAINT PAU , INNESOTA
By
its or
gy; ' ��. �
its Cl �k -- )
/
By: ,
its Di ec or of Finance and Management
Services
Approv as to rm:
. � � /
Ass�tant City Attorney
l/
- 4-
SCHED iE 1
$?8,4 0,000
City of Saint Paul , Minnesota
Sewer Revenue B nds, Series 1988A
__________�____________ _________________________
MATURITY AMOUNTS, INTER ST RATES, PURCHASE PRICES
aac=asss=s=aaas=:a===== =sa=:saaassa===s:ssss:=cx
MATURITY
DATE PURCHASE DOLLAR
DECEMBER 1 , PRINCIPAL OUPON PRICE PRICE
---------- --------- ----- -------- ------
1990 $2 , 205,000 5 . 600� 98. 350� 52, 168, 618
1991 2,320,000 5. 900� 98.350� 2 , 281 �720
1992 2,445 ,000 6. 100� 98.350� 2,404 ,658
1993 2,590,000 6. 300� 98. 350� 2 ,547 , 265
1994 2:745,000 6.500� 98. 350Z 2 ,699,708
1995 2,915, 000 6.700� 98.350� 2 , 866,903
1996 3, 105, 000 6. 900� 98. 350� 3,053,768
1997 3,310, 000 7. 000� 98. 350� 3 , 255 � 385
1998 3,535,000 7. 100� 98. 350� 3�476 �673
1999 3,780,000 7. 200� 98. 350� 3,717 , 630
2000 4,045,000 ?. 300� 98. 350� 3,978, 256
2001 4, 340, 000 7.400� 98. 350� 4 , 268, 390
2008 41 , 115,000 8. 000� 98. 350� 40,436,603
---------- ----------
$78,450 ,000 $77, 155,575
__________ __________
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> d' �J ' ��+�•7'✓
EXHIBIT A
[Letterhead of Wood awson Smith & Hellmanj �
[Closing Date]
Dougherty, Dawkins, Strand &
Yost Incorporated
Piper, Jaffray & Hopwood Incorp rated
c/O Dougherty, Dawkins, Strand
Yost Incorporated
100 South Fifth Street
Suite 2300
Minneapolis, Minnesota 55402
City Council of the City of Sai t Paul
City of Saint Paul, Minnesota
Room 347, City Hall
St. Paul, Minnesota 55102
Ladies and Gentlemen:
$78, 50,000
CITY OF SAINT PAIIL, I�INNESOTA
SEWER REVENLIE NDS, SERIES 1988A
We have acted as coun el for the Purchasers of
$78,450, 000 principal amount of City of Saint Paul, Minnesota
Sewer Revenue Bonds, Series 198 A (the "Bonds") purchased from the
City of Saint Paul, Minnesota ( he "City") pursuant to a Purchase
Contract, dated May 26, 1988 ( e "Purchase Contract") , between
the Purchasers and the City.
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. •
We have examined suc documents and satisfied ourselves
as to such matters as we have eemed relevant and necessary in
order to enable us to express he opinions set forth in paragraphs
numbered 1 through 3 below, in luding the following: a resolution
entitled "General Resolution R lating to Sewer Revenue Bonds of
the City Council of the City o Saint Paul, Minnesota" dated May
24, 1988, prescribing the term , features and specifications of
such bonds; pledging and creat ng a lien on the Revenues of the
Sewer System (the "System") to the payment and security thereof;
stipulating covenants and agre ments relating to the management
and operations of the System a d the application of Revenues of
the System; reserving the righ to issue additional revenue
obligations; approving a Purch se Contract for the sale of such
Bonds; and providing additiona terms relating to the issuance,
sale, and delivery of said bon s; and a resolution entitled
"Resolution Relating to Sewer venue Bonds 1988A; Authorizing the
Director of Finance and Manage nt Services to Agree to the
Purchase Price for the Bonds, I terest Rates for the Bonds, Bond
Insurance and Other Matters" da ed May 24 , 1988 (such resolutions
being herein collectively refer ed to as the "Resolution") . We
have not examined the Bonds, ex ept specimens thereof, and have
relied upon certificates of the City as to the execution thereof.
We have reviewed the opinions o even date herewith of Briggs &
Morgan, Bond Counsel, with resp ct to the Bonds and exclusion of
the income on the Bonds from gr ss income for purposes of Federal
income taxation and believe tha they are satisfactory in form and
substance and you and we are ju tified in relying thereon. As to
various questions of fact mater al to this opinion we have relied
on representations of the City nd statements in the Official
Statement of the City dated May 26, 1988 relating to the Bonds
(the "Official Statement") .
We are of the opinion that:
l. The Bonds are ex mpted securities as described in
Section 3 (a) (2) of the Securiti s Act of 1933, as amended and it
is not necessary in connection ith the sale of the Bonds to the
public to register the obligati s evidenced by the Bonds under
the Securities Act of 1933, as a ended, or to qualify the
Resolution under the Trust Inden ure Act of 1939, as amended.
2. The statements co tained in the Official Statement
under the captions "SUI�lARY OF E OFFICIAL STATEMENT - The
Bonds, Security, Interest Paymen s, Redemption, Rate Covenant,
Additional Bonds" ; "SECURITY AND �ELATED MATTERS" and "SUrII�IARY OF
T�iE RESOLUTION" insofar as the s atements contained under such
captions purport to summarize ce ain provisions of the Bonds and
the Resolution present an accura e summary in all matezial
respects of the matters set fort therein.
3. The proceedings o the City with respect to the
authorization and issuance of th Bonds are satisfactory in form
A 2
and substance in that they comp y with the requirements of Chapter
475 and Section 116.19, Minneso a Statutes Annotated.
We have not verified nd are not passinq upon, and do
not assume responsibility for, e accuracy, completeness or
fairness of the statements cont ined in the Official Statement
referred to above, other than a specifically stated above. We
have, however, participated in he preparation of the Official
Statement. Such participation ncluded, among other things,
general discussions and inquiri s concerning various legal and
related subjects, and the revie of certain records, documents and
proceedings. We also participa ed in conferences (which
conferences did not extend beyo d the date of the Official
Statement) with representatives of the City, Briggs and Morgan,
Bond Counsel, and the System En ineer and at which the contents of
the Official Statement were dis ussed and revised. In the course
of such participation, no facts came to our attention that would
lead us to believe (i) that the Official Statement as of its date
contained any untrue statement f a material fact or omitted to
state a material fact required o be stated therein or necessary
to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (ii) that the
Official Statement, as suppleme ted or amended to the date hereof,
as of the date hereof contains ny untrue statement of a material
fact or omits to state a materi 1 fact required to be stated
therein or necessary to make th statements therein, in the light
of the circumstances under whic they were made, not misleading
(except as aforesaid) .
Very truly yours,
A 3
_ � �� ".��i�^
EXHIBIT B
[Letterhead of the Off ce of the City Attorney]
[Closing Date]
Dougherty, Dawkins, Strand
& Yost Incorporated
100 South Fifth Street
Suite 2300
Minneapolis, Minnesota 55402
City Council of the City of Sai t Paul
City of Saint Paul, Minnesota
Room 347, City Hall
St. Paul, Minnesota 55102
Ladies and Gentlemen:
I am the City Attorne for the City of Saint Paul,
Minnesota (the "City") and have acted as such in connection with
the offering and sale by the Ci of an aggregate of $78,450,000
principal amount of City of Sai Paul, Minnesota Sewer Revenue
Bonds, Series 1988A (the "Bonds") pursuant to the Purchase
Contract dated May 26, 1988 (th "Purchase Contract") between the
City and the Underwriters named 'n the Purchase Contract. I am
rendering the opinions hereinaft r set forth in connection with
the issuance of the Bonds by the City.
In the course of our r presentation of the City in the
transactions referred to above, e have examined originals or
copies certified or otherwise id ntified to our satisfaction of:
B 1
, �.
(a) chapter 475 and secti n 116.19, as amended, Minnesota
Statutes Annotated ( e "Act") ;
(b) the Purchase Contract;
(c) the Preliminary Offic'al Statement, dated May 24, 1988
(the "Preliminary Off'cial Statement") and the Official
Statement dated May 2 , 1988 (the "Official Statement")
with respect to the B nds;
(d) the General Resolutio relatinq to Sewer Revenue Bonds
adopted by the City o May 24, 1988 and a resolution
adopted by the City o May 24, 1988 entitled "Resolution
Relating to Sewer Rev nue Bonds 2988A; Authorizing the
Director of Finance a d Management Services to Agree to
the Purchase Price fo the Bonds, Interest Rates for the
Bonds, Bond Insurance and other Matters" (such
resolutions being her in collectively referred to as the
"Resolution") ;
(e) the approving opinion of Briggs and Morgan, Bond Counsel
dated the date hereof referred to in clause (1) of
subparagraph 7 (d) of e Purchase Contract; and
(f) the certificates of r presentation of officials and
other representatives of the City, Bond Counsel and
counsel to the Underw iters, dated the date hereof
referred to in clause (1) , (2) , (3) and (5) of
subparagraph 8 (e) of he Purchase Contract.
In addition, we have xamined originals or copies,
certified to our satisfaction, f all such other records,
documents and instruments of of icers and representatives of the
City and such public officials nd other persons, and we have made
such investigations of law, as e have deemed appropriate as a
basis for the opinions hereinaf er expressed.
We have assumed but n independently verified that the
signatures on all documents and ertificates that we have examined
are genuine.
Based upon the foregoi g, we are of the opinion that:
(1) The City is a dul organized and validly existing
municipal corporation of th State of Minnesota with full
power and authority to own nd operate the System (as defined
in the Resolution) as curre tly operated and to issue revenue
bonds to pay the cost of pr jects in connection with the
System. The City has, and t the time of execution did have,
or at the date of the Closi g will have, full legal right,
power and authority (a) to nter into the Purchase Contract,
(b) to adopt the Resolution (c) to sell, issue and deliver
B 2
. � `�
the Bonds to the Purchaser as provided in the Purchase
Contract and (d) to carry ut and consummate the
transactions contemplated y the Purchase Contract, the
Resolution and the Officia Statement; and the City has
complied, and at the Closi g will be in compliance in all
respects wi�h the Minnesot Law and terms of and with the
obligations on its part co tained in the Resolution, the
Bonds, and this Purchase C ntract;
(2) By official acti n of the City Council prior to or
concurrently with the acce tance of the Purchase Contract,
the City Council has duly dopted the Resolution, has duly
authorized and approved th Official Statement, has duly
authorized and approved th execution and delivery of, and
the performance by the Cit of the obligations on its part
contained in the Bonds, th Resolution, the Official
Statement and the Purchase Contract and the -�onsummation by
it of all other transactio s contemplated by the Resolution,
and the Purchase Contract; and the Resolution and the
Purchase Contract constitu e legal, valid and binding
contractual obligations of the' City;
(3) The City is not n breach of or default under any
applicable constitutional rovision, law or administrative
regulation of the State of Minnesota or the United States, or
the By-Laws of the City or any applicable judgment or decree
or any loan agreement, ind nture, bond, note, resolution,
agreement or other instrum nt to which the City is a party or
to which the City or any o its property or assets is
otherwise subject, and no vent has occurred and is
continuing which, with the passage of time or the giving of
notice, or both, would con titute a default or event of
default under any such ins rument; and the execution and
delivery of the Bonds and e Purchase Contract, and the
adoption of the Resolution and compliance with the
provisions on the City's p rt contained therein, will not
conflict with or constitut a breach of or default under any
constitutional provision, aw, administrative regulation,
judgment, decree, loan agr ement, indenture, bond, note,
resolution, agzeement or o her instrument to which the City
is a party or to which the City or any of its property or
assets is otherwise subjec nor will any such execution,
delivery, adoption or comp iance result in the creation or
imposition of any lien, ch rge or to her security interest or
encumbrance of any nature hatsoever upon any of the property
or assets of the City unde the terms of any such law,
regulation or instrument, xcept as provided by the Bonds and
the Resolution,
(4) All approvals, c nsents and orders of any govern-
mental authority, legislat've body, board, agency or
commission having jurisdic ion which would constitute a
-3
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condition precedent to or the absence of which would
materially adversely affe t the due performance by the City
of its ob=igations under e Purchase Contract, the
Resolution and the Bonds ave been duly obtained, except for
such approvals, consents nd orders as may be required under
the "blue sky" or securit es laws of any state in connection
with the offering and sal of the Bonds as to which, except
as provided in (5) below, I have not been asked to opine;
(5) The City has co plied with the applicable
securities registration r quirements in the State of
Minnesota including but n t limited to acceptance of service
of process with respect t the offer and sale of the Bonds
within Minnesota;
(6) The Bonds and t e Resolution conform in all
material respects to the escriptions thereof contained in
the Official Statement an the Bonds, when issued and
delivered in accordance w th the Resolution and sold to the
Purchasers as provided in the Purchase Contract will be
validly issued and outsta ding special revenue obligations of
the City entitled to the enefits of the Resolution; and upon
such issuance, authentica ion and delivery the Resolution
will provide for the bene �t of the holders from time to time
of the Bonds, a legally v lid and binding pledge of and first
lien on the Revenues (as efined in the Resolution) and the
funds and accounts pledge under the Resolution are valid and
effective as to all perso s and governmental bodies;
(7) As of the date ereof, except as otherwise
disclesed in the Official tatement, there is no action,
suit, proceeding, inquiry r investigation, at law or in
equity before or by any c rt, governmental agency, public
board or body, pending or, to the best knowledge of the City,
threatened against the Cit , other than routine litigation or
proceedings of the type wh'ch normally accompany the
operation and separation o a sewer system, affecting the
corporate existence of the City or the titles of the officers
of the City to their respe tive offices, or affecting or
seeking to prohibit, restr in or enjoin the sale, issuance or
delivery of the Bonds or t e imposition of rates for sewer
services or the collection of the City's Revenues pledged or
to be pledged to pay the p incipal of and interest on the
Bonds, or in any way conte ting or affecting the validity or
enforceability of the Bond , the Resolution, or the Purchase
Contract or contesting the tax-exempt status of the interest
on the Bonds as described n the Official Statement, or
contesting in any way the ompleteness or accuracy of the
Preliminary Official State ent or the Official Statement, or
contesting any authority o proceedings for the issuance,_
sale or delivery of the Bo ds, the adoption of the Resolution
or the execution and deliv ey of the Purchase Contract or
-4
, . �.
the performance of the Ci y's obligations thereunder, or
contesting the powers of he City or which involves the
possibility of any ruling order, judgment or uninsured
liability which may resul in any material adverse change in
the business, properties r assets or in the condition, �
financial or otherwise, o the System, or wherein an
unfavorable decision, rui ng or finding would materially
adversely affect the vali ity or enforceability of the Bonds,
the Resolution or the Pur hase Contract;
(8) No facts have c me to my attention that would
cause me to believe (i) at the Official Statement as of
its date contained any un rue statement of a material fact or
omitted to state a materi 1 fact required to be stated
therein or necessary to m ke the statements therein, in the
light of the circumstance under which they were made, not
misleading (except for th financial and statistical
infozmation included in t Official Statement, including the
appendices thereto, as to hich no view is expressed) or
(ii) that the Official Sta ement, as of the date of the
Closing, contains any unt e statement of a material fact or
omits to state any materia fact required to be stated
therein the light of the c'rcumstances under which they were
made, not misleading (exce t as aforesaid) .
Very truly yours,
Edward P. Starr
City Attorney
James Hart
Assistant City Attorney
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' • _ _�� 1, v � �� �V
° r°.��inIBIT C
(Form of Accountant Comfort Letter)
June , 198B
Dcugherty, Dawkins, Strand � Yost
Incorporated
c/o Dougherty, Dawkins, Strand � ost
Incorporated
Piper, Jaffray & Hopwcod Inco porated
100 South Fifth Street
Suite 2300
Minneapolis, Minnesota 55402
Gentlemen:
I am the chief accountant for the City of St. Paul, Minnesota
(the "Issuer" ) and in such capaci y am in charge of the financial
reporting for the Issuer anci the ewer fund therein and have
acted in that capacity in connect on with the preliminary
December 31 , 1987 financial stat ents for the sewer fund
included in the Preliminary Offic al Statement dated May 19 , 1986
(the "Preliminary Official Statem nt" ) and the Final Official
Statement dated May , 1988 the "Official Statement" ) .
The prior period ad�ustments cont ined in the December 31 , 1987
preliminary financial statements ontained in the Official
Statement reflect the ed�ustments for 1986 based upon Statement
No. 5 of the Goveznmental Account ng Standards Board released in
August 1987 ( "Statement No. 6" ) r garding capitalization of
improvements by municipalities. rior to Statement No. 6 , the
Issuer had been treating the capi al improvements msr3e to the
sewer system as expenses and not reating them as a capital item.
In accordance with Statement No. 6, the Issuer is capitalizing
all improvements to the sewer sys m for the years 1986 and 1987.
In addition, as a result of capit izing those items the monies
received from independent other so rces, namely the U.S.
Goveznment, State Government, Metr politan waste Control
Commission and other funds of the ssuer have been treated as
contributions to capital of the se er func3.
In my opinion, the December 31 , 19 7 financial statements of the
sewer fund as set forth in the Off cial Statement are prepared in
accordance with generally accepted governmental accounting stan-
dards applied on a basis consisten with those of the eudited
financial statements included in t e Official Statement with the
exception of the prior period adju tment in 1987 to properly
reflect Statement No. 6.
C 1
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Page 2
In connection with the financial statements of the City of St.
Paul, we would expect to have au +ted financial statements pre-
pared by June 30, 1988. Zn conn ction with the preparation of
the audited financial statements for the year ended December 31 ,
1987, nothing has come to my att tion which would cause me to
believe material ad�ustments wil be reqvired to the preliminary
1987 Sewer Fund financial statem ts contained in the Official
Statement or to properly reflect he financial condition of the
Issuer.
. very truly yours,
Jemes Snyder
Chief Accountant
City of St. Paul, Minnesota
c 2
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Maturity Year Interest Ra e
1990 5. 60%
1991 5 . 90
1992 6. 10 n
1993 6. 30
1994 6. 50
1995 6 . 70 .
1996 6 . 90
1997 7. 00
� 1998 7. 10
1999 7. 20
2000 7. 30
2001 � 7. 40
2008 � ;, 8.00
�
Section 3 :�5. Red m tion.
t;�
�
(A) O tional Re m tio . All Series 1988A Bonds
maturing on or after '� 1, , shall be subject to
redemption and prepaymer�,t at the option of the City on
1, , and o an Interest Payment Date thereafter
at a price of par plus ac ru d interest plus a premium
(expressed as a percentage',�o the principal amount redeemed)
set forth below: ��
Redemption Dates Redemption Premium
1, or 1, %
1, or 1, �
1, or 1, �
1, or 1, �
1, or 1, $
1, and thereafte 0 �
(B) Scheduled Mandator Redem ion. Subject to the
terms of Section 2. 02, 2. 13 and 2. 16, the Series 1988A Bonds
maturing on December l, 2008, are sub ect to redemption and
prepayment on each December 1 in the y ars ,2002 through .2008 ,
inclusive, at a price of par lus accr d interest in the
years and amounts set forth b low:
30
(K) remiu�. Th premium for the Municipal Aond
Insurance Policy shall be a amount equal to . 00295� of the
total debt servic on the I sured Bonds less ( 1) accrued
interest paid by t e Purcha er upon issuance and delivery of
Insured Bonds ( i .e. $ ) , and (2)__ a°; talized interest _
for the Insured Bpnd� ( i .e. $ �) , which amount has c' G�
been agreed to be $ The premium shall be paid at
closing of the Series 988A B�ds by transfer to AMBAC
Indemnity in immediatel� av ilable funds of the full amount of
the premium from the amo nt deposited in the Construction
Account on the date of cl s 'ng. The premium is not
refundable, notwithstandin any redemption or payment of
Insured Bonds prior to mat ity.
(L) Suits. For s long as the Insured Bonds remain
outstanding, AMBAC Indemnity hall have the same rights as
those granted to Bondholders b Section 7.01 of this
Resolution.
�
'�
2
t �
����
payment of intere t thereon to the registered owners
of the Insured Bo ds, and ( ii) in the case of
subrogation as to claims for past due principal, the
Bond Registrar sh 11 note AMBAC Indemnity' s rights
as subrogee on th registration books of the City
maintained by the Bond Registrar upora� surrender of
the Bonds by the egistered owners ereof together
with proof of the payment of Princi,�al thereof.
(H) Fiduciaries. If at any timel`the City appoints
a fiduciary for the Insured Bonds, the fol owing provisions
shall apply while any Insur d Bonds remai outstanding:
(1) The Fiduciar may be remo ed at any time, at
the request of AMBAC Indemnity, for any breach of its duties
or obligations.
(2) AMBAC Indemni y shall receive prior written
notice of any Fiduciary resi nation
(3 ) Every success r Fi uciary appointed by the City
shall be a trust company or an in good standing located in
or incorporated or chartered u er the laws of the State of
Minnesota or of the United S es duly authorized to exercise
trust powers and subject to amination by federal or state
authority, having a reporte capital and surplus of not less
than $75, 000, 000 and accept le to AMBAC Indemnity.
(I) Ri hts of on holders. Notwithstanding any
other provision of this eso ution, in determining whether the
rights of the Holders of Ins red Bonds will be adversely
affected by any action aken ursuant to the terms and
provisions of this Res lution, the City (and any Fiduciary for
the Insured Bonds) sh 1 consider the effect on such Holders
as if there were no M nicipal Bond Insurance Policy.
(J) Parti s Intere ted Herein. Nothing in Section
3 . 09 of this Resolu ion expre, sed or implied is intended or
shall be construed o confer pon, or to give to, any person
or entity, other t an the Cit , AMBAC Indemnity, any Fiduciary
for the Insured Bonds, and th registered owners of the
Insured Bonds, any right, rem dy or claim under or by reason
of Section 3 . 09 of this Resol tion or any covenant, condition
or stipulation hereof, and al covenants, stipulations,
promises and agreements in Se tion 3 . 09 of this Resolution(�
contained by and on behalf of the City shall be for the sole
and exclusive benefit of the ity, AMBAC Indemnity, an .�. °�
Y
Fiduciary for the Insured Bon s, if any, and the registered ���:��
owners of the Insured Bonds. ,� ,4
�� ..
�,, ��i.�°
- �:.
1
maturing in the years 1990 t rough 2001 rom tl u on recei t
o e procee s o sale of t e Series 1988A Bonds, the sum of
as ull �a�me t of the premium for the
MunicipaT Bona Insurance Pol 'c rovided b such Credit
Provi er . T e alance of am unts deposited in the Accounts as
provided above shall be disb rsed or applied as provided in
Article IV.
Section 3 . 07. De sitor Letter A reement; Other
Documents.
(A) The Depositor for the Series 1988A onds shall
be Midwest Securities Trust ompany pursuant to the Depository
Letter Agreement approved be ow. Pursuant to the r quest of
the Purchaser of the Series 988A Bonds to the Dep sitory,
immediately upon the origina delivery of the Ser ' s 1988A
Bonds, the Purchaser will de osit the Global Cer ficates
representing all of said Bon s with the Deposito y. The
Depository Letter Agreement f r the Series 1988 Bonds is
hereby approved, and shall be executed on beha f of the City
by the Mayor, Clerk and Direc or, Department Finance and
Management Services, in subst ntially the for approved, with
such changes or modifications therein as may be necessary and
are approved by the City Atto ney. So long as Midwest
Securities Trust Company is t e Depository r it or its
nominee is the Holder of any lobal Certif cate, the City
shall comply with the provisi ns of the D pository Letter
Agreement, as it may be amend d or suppl mented by the City
� from time to time with the ag eement or consent of Midwest
Securities Trust Company.
(B) The Mayor, Cle k and irector , Department of
Finance and Management Servic s are ereby authorized and
directed to execute and deliv r su other agreements,
documents or certificates as ay e necessary or desirable to
effectuate the purposes of this esolution upon approval of
the form thereof by the City t orney. The Clerk and other
officers of the City are direc ed to provide to bond counsel,
the Purchaser , and others as propriate, certified copies of
this Resolution and other p tinent proceedings of the City.
All certificates provided t e City in connection with the
authorization, issuance a de ivery of the Series 1988A Bonds
shall be deemed represen ation of the City as to all matters
stated therein.
Section 3 .0 . No De i nation of ualified
Tax-Exempt Obligations. The S ries 1988A Bonds, together with
other obligations expected to e issued by the City in 1988 ,
32
December 1 of
- t�Year Amount
2002 $4,660,000
2003 5 ,000, 000
2004 5 , 380,000
2005 5 ,800, 000
2006 6, 255,000
2007 6, 745, 000
2008 (maturity) 7, 275 , 00
(C) General Redem tion Provision. Re emption may be in
whole or in part of the Seri s 1988A Bond subject to
prepayment. If optional red mption is i part, those Bonds
remaining unpaid which have he latest aturity date shall be
prepaid first. If only part of the Bo ds having a common
maturity date are called for prepayme t, the Global
Certificates may be prepaid in $5,00 increments of principal
and, if applicable, the specific No -Global Bonds to be
prepaid shall be chosen by lot by he Bond Registrar. Bonds
or portions thereof called fo re emption shall be due and
payable on the redemption dat , nd interest thereon shall
cease to accrue from and afte e redemption date.
Section 3 .06. De o its to Accounts; Disbursements.
The proceeds of the Series 1 SA Bonds shall be deposited in
the Accounts created by Art ' e IV hereof as follows:
(a) to the Reserve co nt $
(b) to the Bond Ac ount $
(c) to the Const uction
Account the balance of all
amounts received upon
sale of the Series 1988A
Bonds.
There shall e transferr d or disbursed to other City
accounts, from e Constructio Account, promptly upon receipt
of the proceeds of sale of the Series 1988A Bonds, the sum of
$14,402,000 as reimbursement t the City of amounts previously
expended for provements as m re fully described in a
certificate the City to be elivered on the date of
issuance of he Series 1988A B nds. Further , there shall be
remitted fr m the Construction Account to AMBAC Indemnit
Cor orati t e '•Cre it Provi er"" for the Series 1988A Bonds
1
��f%O-3..5� .
INDEX
Page
Recitals 1
ARTICLE I - DEFINITIONS 3
Section 1. 01. Defini ions 3
ARTICLE II - THE BONDS - IN GENER
Part A - The B nds In General 11
Section 2. 01. Form of Bon 11
Section 2. 02. Redempt 'o , Purchase 11
Section 2. 03 . Bond Re ' trar 13
Section 2. 04. Executi and Deliver 13
Section 2. 05. Authen cation; Date of Registration 14
Section 2. 06. Regis r tion; Trans er; Exchange 14
Section 2. 07. Rig s pon Transf r or Exchange 15
Section 2. 08. In res Payment; ecord Date 15
Section 2. 09 . H ders; Treatme of Registered
ner; onsent o Holders 16
Section 2. 10. uppleme tal Re olutions - Override 17
Part B - The G1 bal ertificates 19
Section 2. 11. Descript 'on the Global Certificates
and Glob 1 ok-Entry System 19
Section 2. 12. Immobili at on of Global Certificates
by the D p sitory; Successor
Deposito ; Replacement Bonds 19
Section 2. 13. Redempti - Global Certificates 21
Section 2. 14 . Form of ond - Global Certificates 22
Section 2. 15. Registr ion; Transfer; Exchange -
Global C rtificates 22
Part C - The on- lobal Bonds 23
Section 2.16. Rede ptio - Non-Global Bonds 23
Section 2. 17. For of B nd - Non-Global Bonds 23
Section 2.18. Re strat 'on; Transfer; Exchange -
No -Globa Bond 24
Part D - Other Bo d Provisions ' 25
Section 2. 19. ariable ate Bonds/Adjustable Rate
Bonds 25
Section 2. 20. Capital A preciation Bonds 26
Section 2.21. Credit Fa ilities 26
Section 2.22. Mandatory Purchase; Tender 27
,��—'d�0.��
Page
ARTICLE III - THE SERZES 1 88A BONDS 28
Section 3 . 01. Accept nce of 0 fer; Purchase
Agreem nt 28
Section 3 . 02. The Series 1 8A Bonds-General 28
Section 3 . 03 . Purpose 29
Section 3 . 04 . Interes 29
Section 3 . 05. Redempt ' n 30
Section 3 . 06. Deposi to Accounts; Disbursements 31
Section 3 . 07. Depos ' ry Letter Agreement; Other
Docu en s 32
Section 3 . 08. No esi nation of Qualified Tax-
E mpt bligations 32
�
ARTICLE IV - SEWER �RVICE NTERPRISE FUND; ACCOUNTS;
EXCES�� EARNING FUND 33
Section 4 . 0]��" Sewer S rvice Enterprise Fund;
�` Account 33
Section 4 02. Construction Account 33
Section . 03. Operatio and Maintenance Account 34
Sectio 4. 04. Revenue ond Debt Service Account 35
Secti 4. 05. Reserve ccount 38
Sect'on 4. 06. Excess I vestment Earnings Fund 40
Section 4. 07. Insuffic ent Amounts 41
Section 4 . 08. Other Fu d Provisions 41
Section 4 . 09. Investme ts 41
ARTICLE V - COVENANTS 43
Section 5. 01. Covenant 43
Section 5. 02. Tax Cove ants 45
Section 5. 03 . Negative Covenant as to Use of
Improvem nts 46
Section 5 . 04 . Tax-Exem t Status of the Bonds;
Rebate 4�
Section 5. 05. Covenant ith Holders 47
ARTICLE VI - ADDITIONAL BONDS REFUNDING BONDS,
OTHER REVENUE OB IGATIONS 48
Section 6. 01. Additiona Parity Bonds 48
Section 6. 02. Refunding Bonds ' S0
ARTICLE VII - OTHER PROVISION 52
Section 7. 01. Suit by B ndholders 52
Section 7. 02. Amendment 52
�������
Page
Section 7. 03 . Discha ge �'`� 53
Section 7. 04 . Certif cate of Regist tion 54
Section 7. 05 . Record and Certifi tes 54
Section 7. 06. Severa ility 54
Section 7. 07. Headin s 55
�����3�
WHEREAS:
A. The City has incurred and will incur costs for
the Combined Sewer Se aration Program, and for street
improvements related t its sewer system, and for work
required to abate infl w and infiltration and for other
improvements thereto; nd
B. This Council as determined that the Sewer
System capital costs d scribed in paragraph A should be
financed in whole or p rt through the issuance of sewer
revenue bonds pursuant to the a�athority granted by
Minnesota Statutes, Ch pter 475 and Section 116. 19 (the
�� ,�
Act ; and
C. This Council inds, determines and declares that
it is necessary and ex edient to issue sewer revenue
bonds and use the proce ds thereof to provide moneys to
make the Improvements t the Sewer System, to establish a
Reserve Fund and provid for the costs of the issuance of
such bonds; and
D. Such bonds (th "Sewer Revenue Bonds" or
"Bonds" ) shall be payab e solely from the Revenues (as
defined herein) of the ewer System and shall not be a
general obligation of t e City nor secured by the City' s
full faith and credit; nd
E. The City has h retofore issued registered
obligations in certificated form, and incurred
substantial costs associated with their printing and
issuance, and substantia continuing transaction costs
relating to their paymen , transfer and exchange; and
F. The City has de ermined significant savings in
transaction costs will r sult from issuing bonds in
"global book-entry form" by which bonds are issued in
certificated form in lar e denominations, registered on
the books of the City in the name of a depository or its
�0 4 O�
nominee, and held in s fekeeping and immobilized by such
depository, and such d posi.tory as par of the computer-
ized national securiti s clearance s settlement system
registers transfers of ownership ' erests in the bonds
by making computerized book ent es on its own books and
distributes payments o the ds to its Participants (as
defined herein) shown n i books as the owners of such
interests; and such Pa t ' ipants and other banks, brokers
and dealers participat ' g in the National System will do
likewise (not as age s of the City) if not the
beneficial owners o th bonds; and
G. The Cit has f rther determined that bonds shall
be issuable und this eneral Resolution, as from time
to time suppl ented, ( ) as taxable or tax-exempt bonds,
(2) as fixe�rate oblig tions or as variable rate
obligations`, (3) as bon s on which interest is paid
currently or as bonds f r which the payment of interest
is deferred, and (4 ) as bonds which are subject to
optional or mandatory r demption or mandatory purchase or
with provisions allowin the holders thereof to tender
their bonds for purchas ;
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
��,��
RTICLE I
D FINITIONS
Section 1. 01. De initions. As used in this
Resolution or any Supplemen al Resolution, the following terms
shall have the meanings ass gned in this Section.
Accreted Value: ith respect to a Capital
Appreciation Bond on any da e, the present value thereof on
the immediately preceding d te specified in such Bond (or if
such date is the specified date, then on such date) ,
determined by computing the resent worth of all payments of
principal and interest remai ing to be paid thereon using a
discount factor equal to the yield at which such Capital
Appreciation Bond was initia ly offered to the public, as
further specified in a table of Accreted Values contained in
the Capital Appreciation Bon and in the related Supplemental
Resolution;
Act: Minnesota St tutes, Chapter 475 and Section
116. 19 , as amended;
Additional Bonds: onds issued pursuant to this
Resolution as from time to ti e supplemented, other than the
Series 1988A Bonds, including Additional Parity Bonds and
Refunding Bonds issued as per itted by Article VI;
Ad 'ustable Rate Bon : any Bond, the interest rate
on which is not established a the time of calculation at a
single numerical rate for the remaining term of such Bond, but
for which the period between edeterminations of the interest
rate is two (2) years or more;
Bond Account: the "Revenue Bond Debt Service
Account" or "Bond Account" wi hin the Sewer Service Enterprise
Fund created and established b Section 4 . 04 hereof;
Bond Registrar: the Treasurer of ,the City who shall
act as bond registrar, transfe agent and paying agent, or any
Fiduciary acting as bond regis rar, transfer agent or paying
agent for any Bonds or series hereof;
Bond Year: for each series of Bonds , each twelve-
month calendar period ending o the anniversary of the
delivery of such series of Bon s to the Purchaser thereof and
payment therefor;
3
����3�
Bonds: any bonds from time to 'me issued pursuant
to this Resolution or a Sup lemental Res ution, while such
Bonds remain outstanding;
�
Ca ital A reciat on Bon any Bonds issued on the
basis that interest thereon shal�; e�accrued and compounded
periodically, and that paym nt � interest thereon shall only
be made at maturity or at a s cified time or times prior to
maturity or upon earlier re ption, by sinking fund
installment or otherwise;
Citv: the Ci of Saint Paul, Minnesota, or any
successor to its func ons w' th respect to the Sewer System;
Code: t Interna Revenue Code of 1986, as
amended, or any ccessor co e, and all regulations, rulings
and decision ereunder;
Commitment: eithe (A) a binding commitment by a
bank, a surety, insurance co pany or other financial
institution generally regard d as responsible, which
Commitment (i) provides fina cing sufficient to pay or
purchase, as the case may be, Committed Temporary Bonds when
due or required to be purchas d, (ii) provides for repayment
of amounts dr�wn thereunder o er a period of at least five
years and (iii) is filed with the City, together with an
opinion of independent legal ounsel stating in effect that
the Commitment is binding and enforceable in accordance with
its terms, subject to such cu tomary exceptions relating to
bankruptcy laws, insolvency 1 ws and other similar laws
affecting creditors ' rights g nerally as such independent
legal counsel deems necessary or (B) a binding covenant of the
City to issue Bonds to refund the Committed Temporary Bonds if
there are insufficient funds o pay or purchase, as the case
may be, Committed Temporary B nds when due or required to be
purchased;
Committed Tem orar onds: Temporary Bonds secured
by a Commitment;
�
Construc�.ion Account the account by that name
within the Sewer Service Enter rise Fund created and
established by Section 4. 02 he eof;
Credit A reement: a y reimbursement agreement or
similar instrument between the City and a Credit Provider with
respect to a Credit Facility;
4
���.���-
Credit Facility: a letter of edit, surety bond,
insurance policy or comparable instru t furnished by a
Credit Provider with respect to one r more series of Bonds to
satisfy in whole or part th City' obligation to maintain the
Reserve Requirement with re pect o a series of Bonds, or to
secure (a) the payment of d bt rvice (which may include the
premium due on payment of a B d) on Bonds of a specified
series, (b) the payment of purchase price (which may
include accrued interest to he date of purchase) of Bonds of
a specified series on the plicable purchase dates or tender
dates, or (c) both the p m nt of debt service on a specified
series of Bonds and the�,�"pay ent of the purchase price of Bonds
of a specified series,rr`�
Credit Provider: the bank, insurance company,
financial institution or ot er entity providing a Credit
Facility pursuant to a Cred ' t Agreement;
Current Expenses: the normal, reasonable and
current costs of operation a d maintenance of the Sewer System
determined in accordance wit generally accepted accounting
principles, including, witho t limitation, payments due to the
Metropolitan Waste Control C mmission, but excluding the
following: allowance for de reciation; costs of major sewer
repairs; Debt Service Expens ; and Revenues transferred to
other City funds or accounts to pay debt service on City
general obligation debt purs ant to Section 4 . 03 (A) "Sixth"
(1) ;
Debt Service Ex en e: the amounts required to be
paid or transferred from the Operation and Maintenance Account
pursuant to Section 4. 03 (A) ' First" , "Second" and "Third" ;
Depository: a tru t company or other fiduciary
acting as a depository pursu nt to a Depository Letter Agree-
ment with respect to Global ertificates;
De ositor Letter reement: with respect to the
Series 1988A Bonds, the Depository Letter Agreement dated
, 1988 , by and amon' the City, t�►e Bond Registrar
( if other than the City) and idwest Securities Trust Company;
and with respect to any other series of Bonds, the similar
instrument with respect to G1 bal Certificates by and among
the City, the Bond Registrar ( if other than the City) and a
Depository;
5
l�����s�
Excess Earnings: the amount of investment earnings
on moneys held in the Sewe Service Enterprise Fund or any
Account therein, or in any other fund or account, required to
� be transferred to the Exce s Investment Earnings Account as
earnings on "gross proceed " (as defined by or under the Code)
in excess of the "yield" ( alculated as required by or under
the Code) on Tax-Exempt Bo ds;
Excess Investmen Earnin s Account: the account by
that name within the City' Agency Fund created as established
by Section 4 . 06 hereof;
Fiduciary: any bank or other organization acting in
a fiduciary capacity with r spect to any Bonds, whether as a
paying agent, Bond Registra , tender agent, or escrow agent,
or in a similar function; p ovided that a Depository shall not
be considered a Fiduciary h reunder;
Fiscal Year: the twelve (12) month period beginning
on January 1 of each year a d ending on December 31 of the
same year; provided that th City may, by Supplemental
Resolution, provide for a d fferent twelve (12) month Fiscal
Year for the Sewer System;
Fixed Rate Bond: a Bond, the interest rate on which
is established (with no rig t to vary) at the time of
calculation at a single num rical rate for the remaining term
of such Bond;
Global Certificate: Bonds in the form of one
certificate per maturity, ea h representing the entire
principal amount of a series of Bonds due on a particular
maturity date, which single ertificate per maturity may be
transferred on the City' s bo d register as required by the
Uniform Commercial Code, but which may not be exchanged for
smaller denominations unless the City determines to issue
Replacement Bonds as provide herein;
Holder: the perso or entity in whose name a Bond
is registered on the books o the City, or, in the case of
Global Certificates, registe ed in the name of the Depository
or its nominee;
Improvements: any expansion, construction, recon-
struction, equipping, modific tion or other betterment of a
capital nature to the Sewer S stem;
6
����3�J
Interest Pa ment Date: any date on which an
installment of interest is scheduled to become due on Bonds;
in the case of Capital App eciation Bonds, the Interest
Payment Date shall be the arliest of (1) the stated maturity
date, (2) the redemption date, or (3) the dates on which
interest is to be paid afte conversion of such Capital
Appreciation Bonds to a Bon on which interest is paid
periodically;
Interest Rate Swa A reement: an agreement entered
into by the City of the kin described in Minnesota Statutes,
Section 475. 54 , Subdivision 16.
Minimum Variable ate Interest Amount: for Variable
Rate Bonds, the amount of i terest to be paid or to accrue on
such Variable Rate Bonds du ing any one-month period at the
highest interest rate permi ted by the terms of the
Supplemental Resolution rel ting thereto, excluding the
period, if any, after such ariable Rate Bonds may convert to
Fixed Rate Bonds;
National System: he computerized national
securities clearance and set lement system to register
transfer of ownership intere ts in debt securities by making
book entries on the books of a Depository, and through which
payments are distributed to articipants as shown on the books
of the Depository as the own rs of such interests;
Net Revenues: for any period of calculation,
Revenues attributable to suc period less Current Expenses;
Non-Global Bonds: Replacement Bonds, and any series
of Additional Bonds which ar not issued in the form of Global
Certificates;
0 eratin Reserve R uirement: the amount required
to be maintained in the Opera ing Reserve Subaccount as
provided in Section 4. 03 (c) a d 4 . 03 (a) "Fifth" ;
0 eratin Reserve S baccount: the subaccount by
that name within the Operatio and Mainten�nce Account created
and established by Section 4 . 3 hereof;
O eration and Maint nance Account: the account by
that name within the Sewer Se vice Enterprise Fund created and
established as provided in Se tion 4. 03 hereof with an
Operating Reserve Subaccount herein;
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Participants: t e financial institutions or
securities dealers for who the Depository effects book-entry
transfers and pledges of s curities deposited and immobilize�
with the Depository;
Princi al Pa men Date: any date on which an
installment of principal i scheduled to become due on Bonds,
whether by scheduled matur ' ty or scheduled mandatory
redemption or otherwise;
Purchaser : the erson or entity specified in this
Resolution or a Supplemental Resolution as the original
purchaser of a series of Bo ds;
Rebate Amount: t e amount required to be paid to
the United States Treasury ursuant to Section 148 of the Code
as rebate of investment ear ings (and, if applicable, actual
or imputed earnings thereon to the extent such investment
earnings are in excess of t e yield on a series of Tax-Exempt
Bonds and are subject to re ate;
Replacement Bonds. Bonds which replace Global
Certificates as provided in Section 2. 12 hereof;
Reserve Account: the account by that name within
the Sewer Service Enterpris Fund created and established by
Section 4 . 05 hereof;
Reserve Re uiremen : as of any date of calculation,
the sum of the Reserve Requi ements applicable to each series
of Bonds then outstanding; a d for each series of Bonds, while
any of such Bonds remain out tanding, the Reserve Requirement
shall be, unless otherwise s ecifically provided in this
Resolution or the appropriat Supplemental Resolution:
(a) for each seri s of Taxable Bonds, as of any
date of calculation, an amount equal to the maximum
amount of principal and interest to become due in any
Fiscal Year on all then outstanding Bonds of that series;
(b) for each seri s of Tax-Exempt Bonds, as of any
date of calculation, an amount equal to the least of:
( I) ten percent (10�) of the lesser .of ( .i ) the original
principal amount of such Bonds or ( ii ) the "issue price"
of such Bonds, determine as required by Section 148 of
the Code; or (II) the ma imum amount of principal and
interest to become due i any Fiscal Year on all then
outstanding Bonds of tha series; or (III) the maximum
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amount permitted unde Section 148 of th� Code to be held
in a reserve fund and invested at a yi d in excess of
the yield on such ser es of Tax-Exemp Bonds;
provided that, the calcula ion of the ximum amount of
interest to become due on ariable e Bonds, Adjustable Rate
Bonds or Temporary Bonds s all be ased on the same method
used for the purposes of S ctio 6. 01 (B) ;
Resolution: this eneral Resolution Relating to
Sewer Revenue Bonds, adopt by the City Council of the City
on , 1988 , as r m time to time amended or supple-
mented;
Revenues: all am unts received from the operation
of or in connecti with th Sewer System, including (a)
sanitary sewer s rvice char es or surcharges , storm sewer
system charges sewer avail bility charges, all other Sewer
System charg or surcharge imposed on Sewer System users or
City prope y owners, asses ments, penalties or interest due
on delinquent amounts, (b) arnings on moneys held in any fund
or Account, (c) moneys received upon the sale, lease,
transfer , conveyance or oth r disposition of any real or
personal property which is p rt of the Sewer System, and (d)
any other revenues of whatev r kind and from whatever source
derived arising from the Sew r System; but excluding
assessments for Sewer System improvements dedicated to other
uses which preclude the appl ' cation of such assessments to the
payment of Bonds;
� Series 1988A Bonds the City' s Sewer Revenue Bonds,
Series 1988A, in the origina principal amount of
$78,450, 000* ;
Sewer Service Ente rise Fund: the Sewer Service
Enterprise Fund created and stablished as provided in Section
4 . 01 as an enterprise fund, ith Accounts therein as provided
in Article IV;
Sewer System: the ity� s storm and sanitary sewer
systems, including all piping, pumps, valve's, maintenance
equipment and buildings, impr vements and real and personal
property used in connection t erewith, and all funds ,
accounts, contract rights, pe mits, authorization, approach
and intangibles related there o;
* subject to change
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Substitute De ositor : a trust company or other
fiduciary which replaces a epository;
Su lemental Reso ution: a resolution adopted by
the City Council of the Cit which supplements or amends this
Resolution, including any S pplemental Resolution authorizing
the issuance of Bonds other than the Series 1988A Bonds;
Taxable Bonds: a y Bonds which are not Tax-Exempt
Bonds on their date of orig nal issue;
Tax-Exempt Bonds: Bonds issued pursuant to this
resolution as from time to ime supplemented for which the
City receives, on the date f their original issuance, an
opinion of bond counsel to he effect that interest on such
Bonds is excludable from gr ss income for federal income tax
purposes under Section 103 f the Code;
Temporary Bonds: ny series of Bonds with ( i ) an
initial term of three years r less, (ii ) a provision that
requires mandatory purchase f such series of Bonds within
three years of its issuance r ( iii) a provision which permits
the Holders thereof to requi e redemption of such series of
Bonds within three years of ts issuance; provided however,
that a series of Bonds shall not be deemed Temporary Bonds by
reason or any right of the H lders thereof to (A) accelerate
or cause the obligations to e prepaid or purchased upon the
happening of an event of def ult or (B) tender the Bonds of
that series for purchase;
Variable Rate Bond: any Bond, the interest rate on
which is not established at he time of calculation at a
single numerical rate for th remaining term of such Bond and
for which the period between redetermination of the interest
rate is two (2) years or less.
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A TICLE II
THE BON S - IN GENERAL
PART A - THE BONDS - IN GENERAL
Section 2. 01 . For of Bond. If so specified herein
or in a Supplemental Resolut 'on, the Bonds shall be in the
form of Global Certificates nless and until Replacement Bonds
are made available as provid d in Section 2. 12, and otherwise
shall be in the form of Non- lobal Bonds. The form of Bonds
for any specific series shal be as set forth in Exhibit A or
Exhibit B hereto, but may co tain such additional or different
terms and provisions as to t e form and time of payment,
record date, notices and oth r matters as are consistent with
this Resolution or the appli able Supplemental Resolution.
Section 2. 02. Red m tion; Purchase. The Bonds of
any series issued pursuant t this Resolution or any
Supplemental Resolution may e subject to optional redemption ,
or to mandatory redemption an prepayment on a scheduled
basis, provided that the inst llments of principal scheduted
for scheduled mandatory redem tion of Bonds of a particular
series and maturity shall be educed, pro rata , if and to the
extent the Bonds of that seri s and maturity have been or wil.l
be optionally redeemed by the City, in whole or part, prior to
or on the date scheduled for ayment of the specified
principal amount on the dates and at the redemption prices
specified in Section 3 . 05 (wi h respect to the Series 1988A
Bonds) or in the applicable S pplemental Resolution (with
respect to Additional Bonds) . Redemption may be in whole or
in part of the Bonds subject o prepayment; provided that
there shall be no reduction o the amount scheduled for
redemption on a mandatory red mption date except to the extent
Bonds of the maturity to be r deemed have been optionally
redeemed or will be optionall redeemed on the scheduled
redemption date as provided ab ve, and except that the City
may, at its option, purchase B nds of the maturity to be
redeemed and upon cancellation thereof apply the principal
amount purchased and cancelled as a credit against the
principal amount to be redeeme . •
If optional redemption is in part, those Bonds remaining
unpaid which have the latest m turity date shall be prepaid
first. If only part of the Bo ds having a common maturity
date are called for prepayment the Bonds may be prepaid i.n
55 , 000 increments of principal (or, in the case of Capital
Appreciation Bonds, in increme ts of Accreted Value) and the
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specific Bonds to be prepaid shall be chosen by lot by the
Bond Registrar as hereinafer provided. Bonds or portions
thereof called for redemptio shall be due and payable on the
redemption date, and interes thereon shall cease to accrue
from and after the redemptio date.
The Bond Registrar shall call Bonds for redemption
and payment as herein provid d upon receipt by the Bond
Registrar at least forty-fiv (45) days prior to the
redemption date of a request f the City, in written form if
the Bond Registrar is other t an a City officer . Such request
shall specify the principal a ount of Bonds to be called for
redemption, the redemption da e and the redemption price.
Published notice of redemption shall in each case be
given in accordance with law, and mailed notice of redemption
shall be given to the paying gent ( if other than a City
officer) and to each affected Holder . If and when the City
shall call any of the Bonds f r redemption and payment prior
to the stated maturity thereo , the Bond Registrar shall give
written notice in the name of the City of its intention to
redeem and pay such Bonds at he office of the Bond Registrar .
Notice of redemption shall be given by first class mail,
postage prepaid, mailed not 1 ss than thirty (30) days prior
to the redemption date, to ea h Holder of Bonds to be
redeemed, at the address appearing in the Bond Register;
provided that if a Depository etter Agreement contains other
or different requirements for elivery to a Depository, then
the provisions of the Deposito y Letter Agreement shall be
followed for that Holder . Al1 notices of redemption shall
state:
(a) The redemption ate;
(b) The redemption rice;
(c) If less than al outstanding Bonds are to be
redeemed, the i entification (and, in the case
of partial rede ption, the respective principal
amounts or Accr ted Values) of the Bonds to be
redeemed; �
(d) That on the rede ption date, the redemption
price will becom due and payable upon each
such Bond, and t at interest thereon shall
cease to accrue rom and after said date; and
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(e) The place wh re such Bonds are to be
surrendered for payment of the redemption price
(which shall e the office of the Bond
Registrar) .
Section 2. 03. Bon Re istrar. The Treasurer of the
City is appointed to act as ond registrar and transfer agent
with respect to the Series 1 88A Bonds and all Additional
Bonds (the "Bond Registrar" ) and shall so act for all Bonds
unless and until a successor or different Bond Registrar is
duly appointed for all Bonds or for any series of Bonds.
Different persons or entitie may be appointed to act as Bond
Registrar or as a successor ond Registrar for different
series of Bonds, but only on person or entity shall be Bond
Registrar for each series of Bonds at any time. A successor
or different Bond Registrar shall be an officer of the City or
a bank or trust company eligi le for designation as bond
registrar pursuant to Minneso a Statutes, Chapter 475, and may
be appointed pursuant to any ontract the City and such
successor or different Bond R gistrar shall execute which is
consistent herewith. The Bon Registrar shall also serve as
paying agent unless and until a successor paying agent is duly
appointed. Principal and int rest on the Bonds shall be paid
to the Holders (or record hol ers) of the Bonds in the manner
set forth in the forms of Bon and Section 2. 08 of this
Resolution or, with respect t any Additional Bonds, the
Supplemental Resolution appli able thereto.
Section 2. 04. Exec tion and Deliver . The Bonds
shall be executed on behalf of the City by the signatures of
its Mayor , Clerk and Director, Department of Finance and
Management Services, each with the effect noted on the forms
of the Bonds, and be sealed wi h the seal of the City;
provided, however , that the se 1 of the City may be a printed
or photocopied facsimile; and rovided further that any of
such signatures may be printed or photocopied facsimiles and
the corporate seal may be omit ed on the Bonds as permitted by
law. In the event of disabili y or resignation or other
absence of any such officer, t e Bonds may be signed by the
manual or facsimile signature f that officer who may act on
behalf of such absent or disab ed officer. 7n case any such
officer whose signature or fac imile of whose signature shall
appear on the Bonds shall ceas to be such officer before the
delivery of the Bonds, such si nature or facsimile shall
nevertheless be valid and sufficient for all purposes, the
same as if he or she had remain d in office until delivery.
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The Bonds when so prepared and exec ted, shall be
delivered by the Director , epartment of Fin nce and Manage-
ment Services, to the Purch ser upon recei of the purchase
price, and the Purchaser shall not be ob 'ged to see to the
proper application thereof.
Section 2. 05. Aut entica on; Date of Re istration.
No Bond shall be valid or ob igat y for any purpose or be
entitled to any security or en it under this resolution
unless a Certificate of Auth ication on such Bond, substan-
tially in the form set fort on the for.m of Bond, shall have
been duly executed by an a orized representative of the Bond
Registrar. Certificates f uthentication on different Bonds
need not be signed by e sa e person. The Bond Registrar
shall authenticate th signa ures of officers of the City on
each Bond by execut ' n of th Certificate of Authentication on
the Bond and by ' erting as the date of registration in the
space provided the date on w ich the Bond is authenticated.
For purposes of delivering the original Bonds to the
Purchaser , the Bond Registrar shall insert as the date of
registration the date of original issue, which date is
specified in Section 3 . 02 for the Series 1988A Bonds and shall
be as specified in the applic ble Supplemental Resolution for
each series of Additional Bon s. The Certificate of
Authentication so executed on each Bond shall be conclusive
evidence that it has been aut enticated and delivered under
this resolution.
Section 2. 06. Re i tration; Transfer; Exchan e.
The City will cause to be kep at the principal office of the
Bond Registrar a bond registe in which, subject to such
reasonable regulations as the Bond Registrar may prescribe,
the Bond Registrar shall provide for the registration of Bonds
and the registration of transf rs of Bonds entitled to be
registered or transferred as h rein provided.
All Bonds surrendere upon any exchange or transfer
provided for in this Resolutio shall be promptly cancelled by
the Bond Registrar and thereaf er disposed of as directed by
the City.
.
All Bonds delivered n exchange for or upon transfer
of Bonds shall be valid specia obligations of the City
evidencing the same debt, and ntitled to the same benefits
under this Resolution, as the onds surrendered for such
exchange or transfer.
1
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Every Bond presen ed or surrendered for transfer or
exchange shall be duly endo sed or be accompanied by a written
instrument of transfer , in orm satisfactory to the Bond
Registrar, duly executed by the holder thereof or his, her or
its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum
sufficient to cover any tax r other governmental charge
payable in connection with t e transfer or exchange of any
Bond and any legal or unusua costs regarding transfers and
lost Bonds.
Transfers shall al o be subject to reasonable
regulations of the City cont ined in any agreement with, or
notice to, the Bond Registra , including regulations which
permit the Bond Registrar to close its transfer books between
record dates and payment dat s.
Section 2. 07. Ri hts U on Transfer or Exchange.
Each Bond delivered upon tran fer of or in exchange for or in
lieu of any other Bond shall arry all the rights to interest
accrued and unpaid, and to ac rue, which were carried by such
other Bond.
Section 2. 08 . Inte est Pa ment; Record Date;
Principal Payment Date. The nterest Payment Dates for all
series of Fixed Rate Bonds sh 11 be June 1 and December 1 of
each year from the date of is uance thereof until maturity
unless different Interest Pay ent Dates are specified in the
Supplemental Resolution autho izing the issuance of such
series of Fixed Rate Bonds.
Interest on any Global Ce tificate shall be �3aid as
provided in the first paragrap thereof, and interest on any
Non-Global Bond shall be paid n each Interest Payment Date by
check or draft mailed to the p rson in whose name the Bond is
registered (the "Holder" ) on t e registration books of the
City maintained by the Bond Re istrar , and in each case at the
address appearing thereon at t e close of business on the
fifteenth (15th) calendar day receding such Interest Payment
Date (the "Regular Record Date' ) . Any such 7nterest not so
timely paid shall cease to be ayable to the person who is the
Holder thereof as of the Regul r Record Date, and shall be
payable to the person who is t e Holder thereof at the close
of business on a date (the "Sp cial Record Date" ) fixed by the
Bond Registrar whenever money ecomes available for payment of
the defaulted interest.
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If so provided in this Resolution er in a Supplemental
Resolution, interest may be paid to the Holder of a specified
principal amount (or larger principal amount) of bonds of a
particular series, at such older ' s option, by wire transfer
to an account specified in riting by such Holder, which
account must be maintained 'n a United States office or branch
of a commercial bank, thrif institution or other financial
institution. Notice of the pecial Record Date shall be given
by the Bond Registrar to the Holders not less than ten (10)
days prior to the Special Re ord Date.
The Principal Paym nt Date for all series of Bonds
shall be December 1 of each ear, beginning on the December 1
specified herein (for the Se ies 1988A Bonds) �or in a
Supplemental Resolution (for each series of Additional Bonds)
unless a different Principal Payment Date is specified in a
Supplemental Resolution auth rizing the issuance of a series
of Additional Bonds. Nothin in this paragraph or otherwise
in this Resolution shall be onstrued to limit the right of
the City to schedule princip 1 to become due as term bonds
subject to scheduled mandatory redemption from sinking fund
installments, or to require t e City to schedule principal to
become due in each year durin the term of a specific series
of Bonds.
Section 2. 09. Hold rs; Treatment of Re istered
Owner; Consent of Holders.
(A) For the purposes of 11 actions, consents and other
matters affecting Holders of onds issued under this
Resolution, as from time to t 'me supplemented, other than
payments, redemptions, and pu chases, the City may (but shall
not be obligated to} treat as the Holder of a Bond the
beneficial owner of the Bond instead of the person in whose
name the Bond is registered. or that purpose, the City may
ascertain the identity of the eneficial owner of the Bond by
such means as the Bond Registr r in its sole discretion deems
appropriate, including but not limited to a certificate from
the person in whose name the B nd is registered identifying
such beneficial owner.
.
(B) The City and Bond Reg strar may treat the person in
whose name any Bond is registe ed as the owner of such Bond
for the purpose of receiving p yment of principal of and
premium, if any, and interest subject to the payment
provisions in Section 2. 08 abo e) on, such Bond and for all
other purposes whatsoever whet er or not such Bond shall be
overdue, and neither the City or the Bond Registrar shall be
affected by notice to the contrary.
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(C) Any consent, requ st, direction, approval, objection
or other instrument required by this Resolution, as
supplemented to be signed an executed by the Holders may be
in any number of concurrent ritings of similar tenor and must
be signed or executed by suc Holders in person or by agent
appointed in writing. Proof of the execution of any such
consent, request, direction, approval, objection or other
instrument or of the writing appointing any such agent and of
the ownership of Bonds, if m de in the following manner , shall
be sufficient for any of the purposes of this Resolution as
supplemented, and shall be c nclusive in favor of the City
with regard to any action ta en by it under such request or
other instrument, namely:
(1) The fact and ate of the execution by any
person of any such writing may be proved by the
certificate of any offic r in any jurisdiction who by law
has power to take acknow edgments within such
jurisdiction that the pe son signing such writing
acknowledged before him he execution thereof, or by an
affidavit of any witness to such execution.
(2) Subject to the provisions of subsection (A) ,
above, the fact of the o nership by any person of Bonds
and the amounts and numb rs of such Bonds, and the date
of the holding of the sa e, may be proved by reference to
the Bond Registrar.
Section 2. 10. Su emental Resolutions - Override.
Notwithstanding any provision herein to the contrary, a
Supplemental Resolution authorizing the issuance of Additional
Bonds may modify the terms of those Additional Bonds, and the
prescribed form thereof, in a anner inconsistent with this
Article II , and in such case t e terms of the Supplemental
Resolution shall control as to the related series of
Additional Bonds; provided how ver , that the terms of the
Supplemental Resolution may no be such as to materially
prejudice the interests of the Holders of Bonds then
outstanding; provided that:
(A) a Supplemental esolution authorizing the
issuance of Additional Pa ity Bonds or Refunding Bonds as
permitted by Article VI h reof; and
(B) a Supplemental esolution permitted by Section
7. 02;
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PART B - THE LOBAL CERTIFICATES
Section 2. 11. Des ri tion of the Global
Certificates and Global Book Entr S stem. Upon their
original issuance the Bonds ay be issued in the form of a
single Global Certificate fo each maturity, deposited with
the Depository by the Purcha er and immobilized as provided in
Section 2. 12. No beneficial owners of interests in the Bonds
will receive certificates re resenting their respective
interests in the Bonds excep as provided in Section 2. 12.
Except as so provided, durin the term of the Bonds,
beneficial ownership (and sub equent transfers of beneficial
ownership) of interests in th Global Certificates will be
reflected by book entries mad on the records of the
Depository and its Participan s and other banks, brokers, and
dealers participating in the ational System. The
Depository's book entries of eneficial ownership interests
are authorized to be in incre ents of $5, 000 of principal of
the Bonds (or , in the case of Capital Appreciation Bonds, in
increments of Accreted Value r in increments of $5 , 000
Accreted Value at maturity) , ut not smaller increments,
despite the larger authorized denominations of the Global
Certificates. Payment of pri cipal of, premium, if an
interest on the Global Certifi ates will be made to the�Bond
Registrar as paying agent, and in turn by the Bond Registrar
to the Depository or its nomin e as registered owner of the
Global Certificates, and the D pository according to the laws
and rules governing it will re eive and forward payments on
behalf of the beneficial owner of the Global Certificates.
Payment of principal of, premium, if any, and
interest on a Global Certifica e may, in the City� s
discretion, be made by such ot er method of transferring funds
as may be requested by the Dep sitory for a Global
Certificate.
Section 2. 12. Immobi ization of Global Certificates
b the De ositor ; Successor De ositor ; Re lacement Bonds.
Pursuant to the request of the urchaser to the Depository,
immediately upon the original d livery of th� Bonds the
Purchaser will deposit the Glob l Certificates representing
all of the Bonds with the Depos tory. The Global Certificates
shall be in typewritten form or otherwise as acceptable to the
Depository, shall be registered in the name of the Depository
or its nominee and shall be hel immobilized from circulation
at the offices of the Depositor on behalf of the Purchaser
and subsequent bondowners. The epository or its nominee will
be the sole holder of record of he Global Certificates and no
19
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investor or other party pur hasing, selling or otherwise
transferring ownership of i terests in any Bond is to receive,
hold or deliver any Global ertificates so long as the
Depository holds the Global ertificates immobilized from
circulation, except as provi ed below in this Section and in
Section 2. 15 .
Global Certificate evidencing the Bonds may not,
after their original deliver , be transferred or exchanged
except:
a G1oba11CertPficate, Sa aprovidedtinnSections�2n06sand of
2. 15 ,
( ii) To any succe sor of the Depository (or its
nominee) or any substitu e depository (a "Substitute
Depository" ) designated ursuant to clause ( iii ) of this
subparagraph, provided t at any successor of the
Depository or any Substi ute Depository must be both a
"clearing corporation" a defined in the Minnesota
Uniform Commercial Code t Minnesota Statutes,
Section 336. 8-102, and a qualified and registered
"clearing agency" as pro ided in Section 17A of the
Securities Exchange Act f 1934 , as amended,
( iii) To a Substitu e Depository designated by and
acceptable to the City up n (a ) the determination by the
Depository that the Bonds shall no longer be eligible for
its depository services o (b) a determination by the
City that the Depository s no longer able to carry out
its functions, provided t at any substitute depository
must be qualified to act s such, as provided in clause
(ii ) of this subparagraph, or
(iv) To those pers ns to whom transfer is
requested in written trans er instructions in the event
that:
(a) the Deposit ry shall resign or discontinue
its services for the Bonds and the City is unable
to locate a Substitu e Depository within two (2)
months following the resignation or determination
of non-eligibility, r
(b) the City de ermines in its sole discretion
that (1) the continuation of the book-entry system
described herein, whi h precludes the issuance of
20
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certificates (oth r than Global Certificates) to
any Holder other han the Depository (or its
nominee) , might a versely affect the interests of
the beneficial ow ers of the Bonds, or (2) that it
is in the best in erest of the beneficial owners of
the Bonds that th y be able to obtain certificated
Bonds,
in either of which events th City sha]_1 notify Holders of its
determination and of the ava ' lability of certificates (the
"Replacement Bonds" ) to Hold rs requesting the same and the
registration, transfer and e change of such Bonds will be
conducted as provided in Sections 2. 18 and 2. 06 hereof.
In the event of a r placement of the Depository as
may be authorized by this par graph, the Bond Registrar upon
presentation of Global Certif cates shall regis�er their
transfer to the substitute or successor depository, and the
substitute or successor depos tory shall be treated as the
Depository for all purposes a d functions under this
resolution. The Depository L tter Agreement shall not apply
to a Substitute Depository un ess the City and the Substitute
Depository so agree, and a si ilar agreement may be entered
into.
Section 2. 13 . Redem tion - Global Certificates.
Upon a reduction in the aggreg te principal amount of a Global
Certificate, the Holder may ma e a notation of such redemption
on the panel provided on the G obal Certificate stating the
amount so redeemed, or may ret rn the Global Certificate to
the Bond Registrar in exchange or a new Global Certificate
authenticated by the Bond Regi trar, in proper principal
amount. Such notation, if mad by the Holder , shall be for
reference only, and may not be relied upon by any other person
as being in any way determinat 've of the principal amount of
such Global Certificate outsta ding, unless the Bond Registrar
has signed the appropriate col mn of the panel.
For the purposes of giving notice in accordance with
Section 2. 02, the "Holder" of G obal Certificates shall be the
Depository or its nominee if th Global Certificates are then
registered in the name of the D pository or its nominee.
Notices to the Holder shall con ain the CUSIP numbers of the
Bonds. If there are any Holder of the Bonds other than the
Depository or its nominee, the ond Registrar shall use its
best efforts to deliver any suc notice to the Depository on
the business day next preceding the date of mailing of such
notice to all other Holders.
21
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Section 2. 14 . Fo m of Bond - Global Certificates.
The Global Certificates, to ether with the Certificate of
Registration, the Register f Partial Payments, the form of
Assignment and the registra ion information thereon, shall be
in substantially the form of Exhibit A hereto (except as may
be otherwise provided in the applicable Supplemental
Resolution) and may be typew itten rather than printed.
Section 2. 15. Re stration; Transfer; Exchan e -
Global Certificates. A Glob 1 Certificate shall be registered
in the name of the payee on he books of the Bond Registrar by
presenting the Global Certif 'cate for registration to the Bond
Registrar, who will endorse is or her name and note the date
of registration opposite the name of the payee in the
certificate of registration n the Global Certificate;
provided however , that a Glob 1 Certificate may not be
registered in blank or in the name of "bearer" or similar
designation. Thereafter a G1 bal Certificate may be
transferred by delivery with n assignment duly executed by
the Holder or his, her or its legal representative, and the
City and Bond Registrar may t eat the Holder as the person
exclusively entitled to exere se all the rights and powers of
an owner until a Global Certi icate is presented with such
assignment for registration o transfer, accompanied by
assurance of the nature provi ed by law that the assignment is
genuine and effective, and until such transfer is registered
on said books and noted thereo by the Bond Registrar, all
subject to the terms and condi ions provided in the Resolution
and to reasonable regulations f the City contained in any
agreement with, or notice to, he Bond Registrar . Section
2. 06 shall also apply to the r gistration, transfer and
exchange of Global Certificate .
Global Certificates ay not be exchanged for Global
Certificates of smaller denomi ations except as provided in
Section 2. 13 upon a partial redemption.
Transfer of a Tax-Exe pt Global Certificate may, at
the direction and expense of th City, be subject to other
restrictions if required to qua ify the Tax-Exempt Global
Certificates as being "in regis ered form" within the meaning
of Section 149 (a) of the federa Internal Revenue Code of
1986 , as amended.
22
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PART C - THE NON-GLOBAL BONDS
Section 2. 16. Red m tion - Non-Global Bonds. To
effect a partial redemption f Non-Global Bonds having a
common maturity date, the Bo d Registrar prior to giving
notice of redemption shall assign to each Non-Global Bond
having a common maturity date a distinctive number for each
$5 , 000 of the principal amoun (or, in the case of Capital
Appreciation Bonds, Accreted alue at maturity) of such Non-
Global Bond. The Bond Regist ar shall then select by lot,
using such method of selectio as it shall deem proper in its
discretion, from the numbers o assigned to such Non-Global
Bonds, as many numbers as, at $5, 000 for each number , shall
equal the principal amount (o Accreted Value) of such Non-
Global Bonds to be redeemed. The Non-Global Bonds to be
redeemed shall be the Non-Glo al Bonds to which were assigned
numbers so selected; provided, however, that only so much of
the principal amount of each uch Non-Global Bond of a
denomination of more than $5, 000 (or more than $5, 000 Accreted
Value at maturity) shall be re eemed as shall equal S5 , 000 of
principal amount (or Accreted alue at maturity) for each
number assigned to it and so s lected.
it shall befsurrenderedatoBthe Bond�Registrarm(withlyifnthert,
City or Bond Registrar so requ res, a written instrument of
transfer in form satisfactory o the City and Bond Registrar
duly executed by the Holder th reof or his, her or its
attorney duly authorized in wr ' ting) and the City shall
execute (if necessary) and the Bond Registrar shall
authenticate and deliver to th Holder of such Non-Global
Bond, without service charge, a new Non-Global Bond or Bonds
of the same series having the s me stated maturity and
interest rate and of any author ' zed denomination or
denominations, as requested by uch Holder , in aggregate
principal amount equal to and i exchange for the unredeemed
portion of the principal of the Bond so surrendered.
has notifiedlthe Holde�s ofnGlo alnCertificatesSthatf the City
Replacement Bonds have been mad available as provided in
Section 2. 12, then for every Bo d thereafter transferred or
exchanged the Bond Registrar sh 11 deliver a certificate in
the form of the Replacement Bon rather than the Global
Certificate, but the Holder of a Global Certificate shall not
otherwise be required to exchang the Global Certificate for
one or more Replacement Bonds si ce the City recognizes that
some bondholders may prefer the onvenience of the
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Depository' s registered own rship of the Bonds even though the
entire issue is no longer r . uired to be in global book- entry
form. Replacement Bonds, an all Bonds issued as Non-Global
Bonds, together with the Bon Registrar ' s Certificate of
Authentication, the form of ssignment and the registration
information thereon, shall b in substantially the form of
Exhibit B hereto (except as ay be otherwise provided in the
applicable Supplemental Reso ution) .
Section 2. 18. Re ' stration; Transfer; Exchan e -
Non-Global Bond. Upon surre der for transfer of any Non-
Global Bond at the principal office of the Bond Registrar , the
City shall execute (if necess ry) , and the Bond Registrar
shall authenticate, insert th date of registration (as
provided in Section 2. 05) of, and deliver, in the name of the
designated transferee or tran ferees, one or more new Non-
Global Bonds of any authorize denomination or denominations
of a like aggregate principal amount, having the same stated
maturity and interest rate, a requested by the transferor;
provided, however , that no Bo d may be registered in blank or
in the name of "bearer" or si ilar designation. Whenever
ownership of any Non-Global B nds should be transferred
without surrender of the Non- lobal Bond for transfer or
should be registered in nomine name only, the registered
owner of the Non-Global Bond s all, if and to the extent
required to preserve the exclu ion from gross income of the
interest on the Bonds and at t e direction and expense of the
City, maintain for the City a ecord of the actual owner of
the Non-Global Bond or of bene ifcial interests therein.
At the option of the Holder of a Non-Global Bond,
such Bonds may be exchanged fo Non-Global Bonds of any
authorized denomination or den minations of a like aggregate
principal amount and stated maturity, upon surrender of the
Non-Global Bonds to be exchange at the principal office of
the Bond Registrar. Whenever a y Non-Global Bonds are so
surrendered for exchange, the C ' ty shall execute (if
necessary) , and the Bond Regist ar shall authenticate, insert
the date of registration of, an deliver the Non-Global Bonds
which the Holder making the exc ange is entitled to receive.
Section 2. 06 shall also apply t the registration, transfer
and exchange of Non-Global Bond .
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� PART D - OTH R BOND PROVISIONS
Section 2. 19. Variable Rate Bonds Ad 'ustable Rate Bonds.
(A) A Supplemental Res lution may provide that a series
of Bonds be issued as Variabl Rate Bonds or as Adjustable
Rate Bonds. In that case, th form of bond for a series of
Variable Rate Bonds or Adjust ble Rate Bonds shall be varied
from the forms of bond attach d hereto as Exhibits A and B, as
appropriate to include therei provisions with respect to the
rate of interest to be borne rom time to time by such series
of Variable Rate Bonds or Adj stable Rate Bonds, to provide
for the conversion of a serie of Variable Rate Bonds or
Adjustable Rate Bonds to Fixe Rate Bonds, and, if applicable,
to provide for the mandatory urchase or purchase of Variable
Rate Bonds or Adjustable Rate Bonds upon demand by a Holder
thereof, or otherwise, as app opriate.
(B) If necessary to obtain an investment grade rating
for a series of Variable Rate onds or Adjustable Rate Bonds,
or to maintain the rating or r tings then in effect for other
series of outstanding Bonds, t e City shall obtain a Credit
Facility.
(C) If and as further pr vided in the Supplemental
Resolution authorizing the iss ance of a series of Variable
Rate Bonds or Adjustable Rate onds, the City shall appoint a
member of the National Associa ion of Securities Dealers (a
"Remarketing Agent" ) to remark t the Variable Rate Bonds or
Adjustable Rate Bonds from tim to time, and to perform such
other duties as the City shall deem necessary or advisable,
which duties may include determinations from time to time of
the rate of interest to be born by such series of Variable
Rate Bonds or Adjustable Rate B nds. Each such Remarketing
Agent shall be appointed pursua t to the applicable
Supplemental Resolution, and th City shall enter into an
agreement with such Remarketing Agent specifying the duties
and obligations of the Remarket ng Agent, and providing for
compensation to the Remarketing Agent.
(D) On the date of origin 1 issuance of� a series of
` Variable Rate Bonds, there shal be deposited in the Bond
Account the Minimum Variable Ra e Interest Amount for such
series of Variable Rate Bonds. o similar deposit shall be
required in connection with the ' ssuance of a series of
Adjustable Rate Bonds, unless su h a deposit is necessary in
order to maintain the rating or atings then in effect for
other Bonds then outstanding.
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(E) The provisions of this Resol.ution, as from time to
time supplemented, pertinen to Variable Rate Bonds or
Adjustable Rate Bonds shall applY only for so long as such
Bonds bear interest subject to redetermination as provided
therein and in the applicab e Supplemental Resolution. From
and after the date on which such Bonds become obligations
which bear interest at a si gle numerical rate for their
remaining term, such Bonds hall be deemed Fixed Rate Bonds
subject only to the provisi ns hereof applicable to Fixed Rate
Bonds.
Section 2. 2p. Ca ital reciation Bonds.
(A) A Supplemental Res lution may provide that a series
of Bonds, or any portion the eof, may be issued as Capital
Appreciation Bonds, in which case the Supplemental Resolution
authorizing the issuance of he Capital Appreciation Bonds and
the form of Bond shall inclu e therein appropriate provisions
with respect to the accrual a d compounding of interest and
other provisions determined t be necessary or desirable by
the City. The Supplemental R solution shall further specify
the Accreted Value of such Ca ital Appreciation Bonds as of
specified dates from the date of issue to maturity. The forms
of Bond attached hereto as Ex ibits A and B shall be modified
as necessary to include provi ions required for Capital
Appreciation Bonds.
(B) For the purposes of payment and redemption and of
any actions, consents or other matters affecting the Holders
of Bonds, the principal amount of any Capital Appreciation
Bond on the appropriate date s all be its Accreted Value as of
the most recent date of determ 'nation.
(C) If so provided in th applicable Supplemental
Resolution, Capital Appreciati n Bonds may be issued on terms
which provide for the payment f interest thereon periodically
after a specified date. After such date, if any, such Bonds
shall be treated as Fixed Rate Bonds.
Section 2. 21 . Credit Facilities. �Nothing in this
Resolution or any Supplemental esolution shall be construed
to limit the right of the City o obtain a Credit Facility for
the benefit of the Holders of a 1 or any portion of any series
of Bonds issued hereunder. The terms a n d con ditions for each
suc h Credit Facility shall be s t forth in the applicable
Supplemental Resolution and in he related Credit Agreement.
Each Credit Facility shall be h ld by the City (or a Fiduciary
26
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acting for the benefit of t e City and Holders of Bonds) for
the sole and exclusive bene it of the Holders of the Bonds
secured by such Credit Faci ity, and such Credit Facility
shall not be an asset avail ble for the benefit of any other
Holders of Bonds.
Section 2. 22. Ma dator Purchase; Tender. The
Bonds of any series may be ubject to mandatory purchase by
the City on a specified dat or dates, or may be subject to
purchase upon tender thereof by the Holders on a specified
date or dates. The dates on which Bonds of a series shall be
purchased, or may be tendere for purchase, shall be set forth
in the related Supplemental esolution and in the form of such
Bonds (and the form of Bond ttached hereto as Exhibits A and
B shall be modified accordin ly) . If the Supplemental
Resolution contemplates that the Bonds shall be remarketed
upon purchase or tender for urchase, the City shall make
appropriate arrangements wit a member of the National
Association of Securities Dealers for remarketing of the
Bonds, and for related servic s which may include
redetermining the rate of int rest to be borne by such Bonds
form time to time or upon rem rketing. The City may also
retain the services of an ind pendent entity to make such
interest rate determinations. The City may retain the
services of a Fiduciary in co nection with the purchase or
tender of Bonds and the payme t of the purchase price thereof,
including, payment from the p oceeds of a Credit Facility.
Any moneys held or accum lated by the City to fulfill its
obligation to purchase Bonds s all be held in a separate
acccunt which is not part of t e Sewer Service Enterprise
Fund, and the Holders of the B nds, other than the Holders of
the series of Bonds to which s ch account relates, shall have
no claim thereon.
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A TICLE III
THE SE IES 1988A BONDS
Section 3 . 01. Ac e tance of Offer; Purchase
Agreement. The offer of Do gherty, Dawkins, Strand & Yost
Incorporated and Piper Jaff ay & Hopwood Incorporated
(jointly, the "Purchaser" ) o purchase $78 , 450, 000* Sewer
Revenue Bonds, Series 1988A of the City (the "Series 1988A
Bonds" ) , in accordance with the Bond Purchase Agreement dated
May 19* , 1988 (the "Purchas Agreement" ) , at the rates of
interest hereinafter set fo th, and to pay therefor the sum of
$ , plus interest accrued to settlement, is hereby
accepted. The Director , De artment of Finance and Management
Services, or his designee, is directed to retain the deposit
of said Purchaser . The Mayor , the Clerk, and the Director ,
Department of Finance and Ma agement Services are authorized
and directed to execute and eliver the Purchase Agreement in
substantially the form submi ted to this Council, with such
changes, modifications, addi ions and deletions as shall be
necessary and appropriate an approved by the City Attorney.
Execution by such officers o the Purchase Agreement shall be
conclusive evidence as to th necessity and propriety of
changes and their approval b the City Attorney.
Section 3 . 02. The Series 1988A Bonds-General. The
Series 1988A Bonds shall be titled "Sewer Revenue Bonds,
Series 1988A" , shall be dated June 1* , 1988, as the date of
original issue and shall be i sued forthwith on or after such
date as fully registered bond in the form of Global
Certificates. The Bonds shal be numbered from R-1 upward.
The Series 1988A Global Certi icates shall each be in the
denomination of the entire pr ncipal amount maturing on a
single date. Replacement Bon s, if issued as provided in
Section 2. 12, shall be in the denomination of $5, 000 each or
in any integral multiple ther of of a single maturity. The
Series 1988A Bonds shall matu e on December 1 in the years and
amounts as follows:
* subject to change
2
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December 1 December 1
of the Year Amount of the Year unt
1989 $ 2005 $
1990 2006
1991 2007
1992 2008
1993 20
1994 p
1995 O11
1996 2012
1997 2013
1998 2014
1999 2015
2000 2016
2001 2017
2002 2018
2003 2019
2004
The Series 1988A B nds shall be issued as Tax-Exempt
Bonds to which all Tax-Exemp Bond provisions and covenants
herein shall apply.
Section 3 . 03 . Pur ose. The Series 1988A Bonds
shall be issued to provide f nds to pay or reimburse for the
cost of construction of vari us Improvements to the Sewer
System of the City, to fund t e Reserve Requirement with
respect to the Series 1988A B nds, to pay capitalized interest
on the Series 1988A Bonds and to pay the costs of issuance
thereof. The proceeds of the Series 1988A Bonds shall be
deposited in the Accounts in he Sewer Service Enterprise Fund
as provided in Article IV. T e total cost of the Improvements
financed by the issuance of t e Series 1988A Bonds, including
all costs enumerated in Minne ota Statutes, Section 475 . 65, is
estimated to be at least equa to the amount of the Series
1988A Bonds less the amounts eposited in the Reserve Fund or
disbursed to pay costs of iss ance of the Series 1988A Bonds.
Work on the Improvements has roceeded or shall proceed with
due diligence to completion.
Section 3 . 04. Interest. The Series 1988A Bonds
shall be Fixed Rate Bonds, and shall bear interest payable
semiannually on June l and Dec mber 1 of each year (each, an
"Interest Payment Date" ) , comm ncing l, 1988,
calculated on the basis of a 3 0-day year of twelve 30-day
months, at the respective rate per annum for each of the
maturity years of the Series 1 88A Bonds, as set forth below:
9
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Maturity Year Interest Ra e Maturity Year Interest Rate
1989 0 2005 �s
1990 2006
1991 2007
1992 2008
1993 2009
1994 2010
1995 2011
1996 2012
1997 2013
1998 2014
1999 2015
2000 2016
2001 2017
2002 2018
2003 2019
2004
Section 3 . 05. Red m tion.
(A) O tional Redem tio . All Series 1988A Bonds
maturing on or after 1, , shall be subject to
redemption and prepayment at the option of the City on
1, , and on an Interest Payment Date thereafter
at a price of par plus accru d interest plus a premium
(expressed as a percentage o the principal amount redeemed)
set forth below:
Redemption Dates Redemption Premium
1, or 1 , �
1, or l , %
1, or l, o
1, or 1 , g
1, or 1, �
1, and thereafter 0 %
(B) Scheduled Mandator Redem tion. Subject to the
terms of Section 2. 02, 2. 13 a d 2. 16 , the Series 1988A Bonds
maturing on l, are subject to redemption and
prepayment on each in the years through ,
inclusive, at a price of par lus accrued interest in the
years and amounts set forth b low:
0
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1 of
the Year Amount
(C) General Redem tion Provision. Redemption may be in
whole or in part of the Serie 1988A Bonds subject to
prepayment. If optional rede ption is in part, those Bonds
remaining unpaid which have t e latest maturity date shall be
prepaid first. If only part f the Bonds having a common
maturity date are called for repayment, the Global
Certificates may be prepaid i 55 , 000 increments of principal
and, if applicable, the speci ic Non-Global Bonds to be
prepaid shall be chosen by lo by the Bond Registrar . Bonds
or portions thereof called fo redemption shall be due and
payable on the redemption dat , and interest thereon shall
cease to accrue from and afte the redemption date.
Section 3 . 06. De o its to Accounts; Disbursements.
The proceeds of the Series 19 8A Bonds shall be deposited in
the Accounts created by Artic e IV hereof as follows:
(a) to the Reserve Acco nt $
(b) to the Bond Account $
(c) to the Construction
Account the balance of all
amounts received upon
sale of the Series 1988A
Bonds.
There shall be transferre or disbursed to other City
accounts, from the Constructio Account, promptly upon receipt
of the proceeds of sale of the Series 1988A Bonds, the sum of
$14 ,402, 000 as reimbursement t the City of •amounts previously
expended for Improvements as m re fully described in a
certificate of the City to be elivered on the date of
issuance of the Series 1988A B nds. The balance of amounts
deposited in the Accounts as p ovided above shall be disbursed
or applied as provided in Arti le IV.
3
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Section 3 . 07. De ositor Letter A reement; Other
Documents.
(A) The Deposito y for the Series 1988A Bonds shall
be Midwest Securities Trust Company pursuant to the Depository
Letter Agreement approved b low. Pursuant to the request of
the Purchaser of the Series 1988A Bonds to the Depository,
immediately upon the origin 1 delivery of the Series 1988A
Bonds, the Purchaser will d posit the Global Certificates
representing all of said Bo ds with the Depository. The
Depository Letter Agreement for the Series 1988A Bonds is
hereby approved, and shall e executed on behalf of the City
by the Mayor , Clerk and Dire tor, Department of Finance and
Management Services, in subs antially the form approved, with
such changes or modification therein as may be necessary and
are approved by the City Att rney. So long as Midwest
Securities Trust Company is he Depository or it or its
nominee is the Holder of any Global Certificate, the City
shall comply with the provis ons of the Depository Letter
Agreement, as it may be amen ed or supplemented by the City
from time to time with the a reement or consent of Midwest
Securities Trust Company.
(B) The Mayor , Cl rk and Director , Department of
Finance and Management Servi es are hereby authorized and
directed �o execute and deli er such other agreements,
documents or certificates as may be necessary or desirable to
effectuate the purposes of t is Resolution upon approval of
the form thereof by the City ttorney. The Clerk and other
officers of the City are dir ted to provide to bond counsel,
the Purchaser, and others as ppropriate, certified copies of
this Resolution and other per inent proceedings of the City.
All certificates provided by he City in connection with the
authorization, issuance and d livery of the Series 1988A Bonds
shall be deemed representatio s of the City as to all matters
stated therein.
Section 3 . 08. No D si nation of ualified
Tax-Exempt Oblic�ations. The eries 1988A Bonds, together with
other obligations expected to be issued by the City in 1988 ,
exceed in amount those which ay be qualifi�d as "qualified
tax-exempt obligations" withi the meaning of Section
265 (b) (3 ) of the Code, and he ce are not designated for such
purpose.
2
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RTICLE IV
SEWER SERVICE E TERPRISE FUND; ACCOUNTS;
EXCES EARNINGS FUND
Section 4 . 01. Se er Service Enter rise Fund;
P►ccounts. For the convenie ce and proper administration of
the proceeds from the sale f the Bonds and for the payment of
principal of and interest o the Bonds, there is hereby
created and established as separate fund of the City until
all of the Bonds are fu.11y aid and retired, a Sewer Service
Enterprise Fund (the "Sewer Enterprise Fund" ) , with the
Accounts therein created an established by this Article IV.
Section 4 . 02. Co struction Account.
(A) There is here y created and established a
Construction Account within he Sewer Enterprise Fund, into
which there shall be paid th proceeds from the sale of each
series of Bonds, less the su of (1) any premium, unused
discount ( if any) and accrue interest paid by the Purchaser
upon delivery, (2) the amoun capitalized for the Reserve
Account herein established, nd (3) capitalized interest
deposited in the Bond Accoun . A separate subaccount shall be
created and established with' n the Construction Account in
which shall be deposited the proceeds of any specific series
of Bonds, if the Supplemental Resolution authorizing the
issuance of such series requi es such a separate subaccount.
From the Construction Account (or , if applicable, from a
separate subaccount herein) s all be paid all costs of the
Improvements to be financed b the Bonds, including legal,
engineering, financing and ot er such expenses incidental
thereto. There shall also be paid from the Construction
Account the costs of issuance of each series of Bonds. The
City may transfer from the Co struction Account to the Bond
Account, monthly, amounts req ired to provide for the payment
of interest on a series of Bo ds during the period of
construction of the Improvements financed by such series of
Bonds, and in such case the am unt so transferred shall be
credited against amounts other ise required �to be transferred
from the Operation and Mainten nce Account pursuant to Section
4 . 03 (A) "First" ; provided howe er , that any amount of the
proceeds of such series of Bon s deposited in the Bond Account
upon issuance of such Bonds (o her than a Minimum Variable
Rate Bond Amount) shall be use for that purpose before any
transfers are made from the Co struction Account.
3
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(B) Any excess m neys remaining in the Construction
Account upon completion of he applicable Improvements shall
be, at the option of the Ci y, applied to the payment of or
reimbursement for the costs of any other Improvements, or
transferred to the Bond Acc unt.
(C) Amounts desc ibed in Section 4.03 (a) "Sixth"
(2) shall be deposited in t e Construction Account and applied
to pay or reimburse for the costs of Improvements.
(D) Except as pr vided in subsection (e) below,
earnings on amounts held fr m time to time in the Construction
Account shall be retained therein.
(E) Notwithstandi g any provision of this
Resolution or any Supplement 1 Resolution to the contrary, all
Excess Earnings shall be tra sferred from the Construction
Account to the Excess Invest ent Earnings Fund at such times
and in such amounts as may b required to maintain compliance,
as to all Tax-Exempt Bonds, ith the covenants expressed in
Sections 5 . 02 and 5 . 04 hereo .
Section 4. 03 . 0 e ation and Maintenance Account.
(A) There is here y created and established an
Operation and Maintenance Ac ount within the Sewer Enterprise
Fund into which shall be pai all Revenues, upon receipt,
except as provided in subsec ion (B) below. From the
Operation and Maintenance Ac ount there shall be paid or
transferred the following amo nts in the following order of
priority: .
First, to the Bond ccount, monthly, the amounts
required to pay the Bonds, as further specified in
Section 4. 04;
Second, in order , f rst to make payments under an
Interest Rate Swap greement, second to each Credit
Provider, monthly, he amounts required to be paid
to such Credit Prov ' der pursuant to the applicable
Credit Agreement, a d third to each Fiduciary,
monthly, the amount of its fees and expenses then
due;
Third, to the Reser e Account, monthly, the amounts
required to maintain the balance on hand therein at
the Reserve Requirem nt;
4
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Fourth, to pay a 1 Current Expenses then due;
Fifth, to the Op rating Reserve Subaccount, monthly,
the amount requi ed to maintain the balance on hand
therein at the 0 erating Reserve Requirement; and
Sixth, to pay an other amount then due with respect
to the Sewer Sys em, including, in any order , (1)
amounts required to pay debt service on general
obligation debt f the City incurred to finance
Improvements, (2) amounts required to pay the costs
of any Improveme t not financed by Bonds or other
debt, or (3 ) to ake any other payment or transfer
authorized by law.
(B) ,Revenues of he kind described in clause (c) of
the definition of "Revenue " herein shall be (1) deposited in
the Construction Account to pay or reimburse for the costs of
Improvements, (2) deposited in the Bond Account to pay the
principal of, premium if an and interest on the Bonds, or (3 )
transferred to other accoun s of the City to pay general
obligation debt incurred by the City to pay the costs of
Improvements.
(C) The City sha 1 maintain within the Operation
and Maintenance Account an perating Reserve Subaccount. The
balance of funds held therein shall be maintained at an amount
equal to 45 days' average Current Expenses for the preceding
Fiscal Year (the "Operating eserve Requirement" ) .
(D) Notwi�.fistandi g any provision of this
Resolution or any Supplement 1 Resolution to the contrary,
Excess Earnings shall be tra sferred from the Operation and
Maintenance Account to the E cess Investment Earnings Fund at
such times and in such amoun s as may be required to maintain
compliance, as to all Tax-Ex mpt Bonds, with the covenants
expressed in Section 5. 02 an 5. 04 hereof.
Section 4 . 04 . Rev nue Bond Debt Service Account.
(A) There is here y created and �established a
Revenue Bond Debt Service Ac ount or "Bond Account" within the
Sewer Service Enterprise Fun , into which there shall be
credited and to which there is hereby irrevocably pledged from
the Revenues of the operation of the Sewer System, monthly,
commencing l, 19 8 , a sum equal to:
35
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(1) for all Fixe Rate Bonds, an amount
equal to the sum of (a) one-twelfth ( 1/12) of
the total principal to become due on all
Principal Payment Date for all series of
Fixed Rate Bonds durin the ensuing twelve
(12) months; and (b) a amount equal to one-
sixth (1/6) of the tot 1 interest to become
due on all series of F xed Rate Bonds during
the ensuing six {6) mo ths; and
(2) for all Vari ble Rate Bonds, an
amount equal to the su of (a) one-twelfth
(1/12) the total princ 'pal to become due on
all Principal Payment ates for all series of
Variable Rate Bonds du ing the ensuing twelve
(12) months; and (b) th amount of interest
paid or accrued during he preceding month on
all series of Variable ate Bonds;
provided, however , ( i) that o further payments need be made
to said Account on account o a series of Bonds when the
moneys held therein are suff cient for the payment of all
principal and interest due o such series of Bonds on and
prior to the next maturity o redemption date, and ( ii ) for
the period immediately subse uent to the issuance of any
series of Bonds, there shall be credited against the monthly
amounts due on account of su h series the sum deposited in the
Bond Account from the procee s of such series of Bonds as
capitalized interest, exclud 'ng any deposit made as the
Minimum Variable Rate Intere t Amount. No money shall be paid
out of said Account except t pay principal, premium, if any,
and interest on the Bonds , to correct any misapplication of
funds and to make transfer to the Excess Investment Earnings
Account.
(B) There shall be credited to and deposited in the
Bond Account each of the foll wing:
(1) The accrued in erest, unused dis-
count if any and premium if any, paid by the
Purchaser of a series of Bonds upon delivery
thereof;
(2) From the proce ds of a series of
Bonds, the amount determ'ned by the City to be
necessary or desirable t capitalize interest
on such series of Bonds for an initial period
not exceeding the period ermitted by law; and
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Bond Account from the proc eds of such series of Bonds as
capitalized interest, excl di.ng any deposit made as the
Minimum Variable Rate Inte est Amount. No money shall be paid
out of said Account except to pay principal, premium, if any,
and interest on the Bonds, to correct any misapplication of
funds and to make transfer to the Excess Investment Earnings
Account.
(B) There shall e credited to and deposited in the
Bond Account each of the fo lowing:
(1) The accrued nterest, unused dis-
count if any and premi m, if any, paid by the
Purchaser of a series f Bonds upon delivery
thereof;
(2) From the pro eeds of a series of
Bonds, the amount dete mined by the City to be
necessary or desirable to capitalize interest
on such series of Bond for an initial period
not exceeding the peri d permitted by law; and
(3) from the proc eds of a series of
Variable Rate Bonds, th Minimum Variable Rate
Interest Amount attribu able thereto.
(C) The City shal immediately deposit in the Bond
Account, from Revenues, any mount required to pay the
principal of and premium, if any, and interest on all Bonds
when due on any Principal Pa ment Date or Interest Payment
Date to the extent such amou ts have not theretofore been
deposited in the Bond Accoun from Revenues or transferred to
the Bond Account from the R serve Account. In addition, the
City shall deposit in the Bo d Account, from Revenues, any
amount required to maintain he Minimum Variable Rate Interest
Amount for a series of Varia le Rate Bonds, after giving
effect to the monthly deposi provided for in Section 4 . 03 (a)
"First" and Section 4 . 04 (a) .
(D) Notwithstandin any provision of this Resolu-
tion or any Supplemental Reso ution to the �ontrary, excess
Earnings shall be transferred from the Bond Account to the
Excess Investment Earnings Fu d at such times and in such
amounts as may be required to maintain compliance, as to all
Tax-Exempt Bonds, with the co enants expressed in Section 5. 02
and 5. 04 hereof.
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Section 4. 05. Res rve Account.
(A) There is hereb created and esta ished a
Reserve Account within the S wer Service Ent prise Fund. The
Reserve Account shall be dra n upon only n and if moneys in
the Bond Account are insufficient on a incip�l Payment Date
or on an Interest Payment Dat to pay e principal of, and
premium, if any, and interest on th onds payable from the
Bond Account, or when otherwi e p mitted by this Section
4. 05 .
(B) Moneys in the eserve Account may be withdrawn
therefrom and applied to t ayment of the latest
installments of principa on series of Bonds i.f the amount
remaining in the Reser Acco nt after each such withdrawal is
not less than the Re rve Req irement then in effect for all
other series of Bo s then ou standing.
(C) Moneys in the R serve Account may be used to
prepay Bonds, when such prepa ment will retire all of the
Bonds then outstanding.
(D) Investments he d for the credit of the Reserve
Account shall be valued (as p ovided in Section 4 . 09) as of
the last day of each Fiscal Y ar , and as of the first day of
the month preceding the month in which each series of
Additional Bonds are issued. For the purpose of determining
whether the Reserve Requireme t is being maintained, the
securities held for the Reser e Account shall be assumed to
have the value established on the most recent valuation date
and any Credit Facility held f r the credit of the Reserve
Account shall be valued at the lesser of its stated amount or
the remaining amount which may be drawn thereunder.
(E) Notwithstanding any provision of this
Resolution or any Supplemental Resolution to the contrary,
Excess Earnings shall be trans erred from the Reserve Account
to the Excess Investment Earni gs Fund at such times and in
such amounts as may be require to maintain compliance, as to
all Tax-Exempt Bonds, with the covenants expressed in Sections
5. 02 and 5. 04 hereof. �
(F) Except as pr.ovi ed in subsection (e) above,
earnings on investments held f r the credit of the Reserve
Account shall be transferred t the Operation and Maintenance
Account no less often than ann ally. The balance of funds on
hand in the Reserve Account sh 11 at all times be maintained
in an amount equal to the Rese ve Requirement, and
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accordingly, the City shal transfer money from the Operation
and Maintenance Account to the Reserve Account in an amount
sufficient to cure any def ' ciency in the Reserve Fund as
further provided in Sectio 4 . 03 (a) .
(G) Whenever th moneys in the Reserve Account
exceed the Reserve Require nt after giving effect to any
withdrawal made pursuant to other subsections of this Section
4 . 05 , such excess may be tr nsferred to the Bond Account, and
either (1) credited against the transfers next due to be made
from the Operation and Main enance Account, or (2) applied to
the purchase or prepayment f Bonds.
(H) The City may deposit a Credit Facility in the
Reserve Account in lieu of ash either at the time a series of
Bonds is originally issued, or at any time thereafter , subject
to the following conditions
(1) The proceeds of each such Credit Facility must
be available for the p rposes and at the times required
for the purposes of th Reserve Account;
(2) In calculatin whether the amount then held in
. the Reserve Account is qual to the Reserve Requirement,
each Credit Facility he d therein shall be valued at its
stated amount, or , if 1 ss, the amount which remains
available thereunder;
(3 ) If a Credit F cility will replace cash in the
Reserve Account to sati fy the Reserve Requirement for
one or more series of B nds then outstanding, the
substitution of the Cre it Facility must not result in a
lowering of the rating ( ) then in effect for such series
of Bonds; and
(4) The Credit Fa ility must provide that it may be
drawn upon prior to its stated expiration or termination
date if the City either fails to provide a replacement or
new Credit Facility or ails to deposit cash to replace
the Credit Facility, as further provided in this
subsection (H) . .
Upon deposit of a Credit Faci ity in the Reserve Account to
replace cash then held therei , the amount so replaced shall
be transferred to the Constru tion Account and applied to pay
the costs of Improvements. O or before the date of
expiration or termination of Credit Facility held for the
Reserve Account, the City sha 1 promptly replace the Credit
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Facility with either a new redit Facility which satisfies the
conditions expressed in c]_a ses ( 1) thr.ough (3 ) above, or. with
cash; provided that such re lacement may be, at the City' s
option, partially by the de osit of cash and partially by a
new Credit Facility.
Section 4. 06. Ex ess Investment Earnin s Account.
(A) There is her by created an Excess Investment
Earnings Account within the City' s "Agency Fund. " The City
shall deposit in the Excess Investment Earnings Account,
within thirty (30) days afte the last day of the Bond Year
for each series of Tax-Exemp Bonds, all Excess Earnings
attributable to such series f Tax-Exempt Bonds; and for
purposes of making such depo its the City shall transfer from
the Construction Account, Re erve Account, Bond Account, and
Operation and Maintenance Ac ount, to the Excess Investment
Earnings Account a sum equal to the Excess Earnings
attributable to sums held in each such other Account as "gross
proceeds" of Tax-Exempt Bond , as defined in and under Section
148 of the Code.
(B) The City shal , within 30 days after the last
day of the Bond Year for eac series of Tax-Exempt Bonds,
prepare and file a report with respect to the Construction
Account, Reserve Account, Bon Account, and Operation and
Maintenance Account setting f rth the total amount invested
during the preceding Bond Yea , the investments made with the
moneys in the Construction Ac ount, Reserve Account, Bond
Account, and Operation and Ma 'ntenance Account investment
earnings (and losses) resulti g from such investments. Such
records shall be retained for the period required by Section
148 of the Code.
(C) The City shall remit sums in the Excess
Investment Earnings Account t the United States Treasury as
payment of rebatable arbitrag as required by Section 148 of
the Code together with any ad itional amount then held in any
Account in the Sewer Enterpri e Fund required to bring the
total amount of such remittan e to the correct Rebate Amount.
(D) The City may at any time transfer to any
Account any amount held in the Excess Investment Earnings
Account which the City determi es is in excess of amounts
required to be paid to the Uni ed States as rebatable
arbitrage.
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Section 4 . 07. In ufficient Amounts. In the event
that the moneys in the Bond Account shall be insufficient at
any particular time to pay he principal then due and interest
then accrued on all Bonds p yable therefrom, and such
deficiency cannot be cured y withdrawals from the Reserve
Account or from some other ource, said moneys shall first be
applied to the payment pro ata of the accrued interest on all
such Bonds, and any balance shall be applied in payment pro
rata of the principal then ue on all such Bonds; provided
further that if it shall ev r be determined by a court of
competent jurisdiction whil any such Bonds remain outstanding
that the sums available and to become available for the
payment of the principal th reof and interest thereon are
insufficient whether or not then due, then the moneys in the
Bond Account shall be applie in payment of all principal then
outstanding whether or not t en due and the interest accrued
thereon to the date of payme t ratably according to the
aggregate amount thereof wit out any preference or priority.
Section 4 . 08. Oth r Account Provisions.
(A) Revenues in e cess of those required for the
foregoing purposes may be us d for any purpose authorized by
law.
(B) If in any mon h the moneys on hand in any
Account are insufficient for the purposes hereof, the
deficiency shall be made up in the following month or months
after payments for other pur oses having a prior claim on
Revenues have been made in full.
(C) All money held in the Excess Investment
Earnings Fund, Bond Account a d Reserve Account cr.eated by
this Resolution shall be kept separate and apart from all
other City funds and accounts
Section 4. 09 . Inve tments.
(A) Moneys held fr m time to time in any Account
may be invested by the City i any investment then permitted
by Minnesota law, and, to the extent applicable, by federal
law.
(B) Investments sh 11 be valued as follows:
(1) Investments maturing within one ( 1) year or
less shall be valued at p r;
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(2) Investment greements or similar in ruments
which may be liquidat d at par shall be val d at par
regardless of maturit ;
(3 ) Investments aturing after e (1) year shall
be valued at cost; and
(4 ) Investments urchase t a discount or premium
shall be valued on the basis at such discount is
included in cost, or s ch p mium is amortized, in equal
installments for each ea to elapse until the stated
maturity of the invest ts; and
provided, that for the pu ses of calculating Excess Earnings
and Rebate Amounts and ou ts held or deposited in the
Reserve Account attrib abl to Tax-Exempt Bonds, investments
shall be valued as r uired y Section 148 of the Code.
(C) Am nts held or the credit of each Account
shall be invested to mature t such time or times as may be
necessary to assure that the funds so invested will be
available for the purposes o such Account, when needed;
provided that amounts held f r the credit of the Reserve
Account and attributable to he Reserve Requirement for a
series of Bonds may be inves ed at the discretion of the
Treasurer of the City for a erm not exceeding the term of
such series of Bonds.
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AR ICLE V
CO ENANTS
Section 5. 01. Cove ants. For the protection of the
Holders of the Bonds herein a thorized, the City herein
covenants and agrees to and w th the holders thereof from time
to time as follows:
(A) It will at all times adequately maintain and
efficiently operate the ewer System. It will from time
to time make all needful and proper repairs, replace-
ments, additions and bet erments to the equipment and
facilities of the Sewer ystem so that it may at all
times be operated proper y and advantageously, and
whenever any equipment o the Sewer System shall have
been worn out, destroyed or otherwise become insu£ficient
for proper use, it shall be promptly replaced or repaired
so that the value and ef iciency: of the facilities shall
be at all times fully maintained and its Revenues
unencum-bered by reason t ereof.
(B) The rates for a 1 sewer service and the charges
for all sewer service sup lied by the Sewer System to the
City and its residents an to all other consumers shall
be reasonable and just, t king into account the cost and
value of the Sewer System the cost of maintaining and
operating the Sewer Syste , the proper and necessary
allowances for depreciati n, the amounts required for the
payment of principal and nterest on all indebtedness
. payable from the Revenues of the Sewer System, the need
for future expansion of o improvements to the Sewer
System, the amounts prope ly reimburseable to the City
for current or past payme ts from funds or accounts of
the City for Sewer System purposes, and all other sums
customarily paid from the Revenues of the Sewer System.
n�
(C) The City will, s equired by Section 10. 11. 2
of the City Charter (and ' t ill continue to do so
whether or not required b s id Charter') , establish,
maintain and collect such ch rges and rates as will
produce Revenues sufficie to pay the reasonable cost of
o eration re air and mai tenance of the Sewer System and
to pay the interest and pr mium, i any, on an principa �
of all Bonds herein authorized as and when the become
du o provi e u icient money to make the
required appropriations to the various Funds and Accounts
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established herein. he City will review the schedule of
rates and charges for the Sewer System at least ann ally.
Nothing in this Sectio 5. 01 shall be construed imit
the discretion of the ity to enter into, o er
modify, amend or termi ate, contracts fo he furnishing
of sewer services.
(D) The City may sell, leas mortgage, transfer ,
convey, assign or disp se of a tion of the Sewer
System or property of ny nat relating thereto if such
transaction will not m teri y adversely impair ( 1) the
adequacy of the Revenu s erated by the Sewer System to
pay debt service on th onds and all operating and
maintenance expenses, (2) the operating efficiency of
the Sewer System. r her, the City may sell or dispose
of, at fair marke value, any real estate, equipment or
other non-reven -produ ing properties which in the
judgment of t City ha e become unnecessary, uneco-
nomical or " expedient o use in connection with the
Sewer System. The proc eds of any sale, transfer or
disposition of Sewer Sy tem property (all of which are
Revenues as provided in clause (c) of the definition
thereof) shall be depos ted or applied as provided in
Section 4 . 03 (b) . The C ty may sell all or substantially
all of the Sewer System if simultaneously with or prior
to such sale all outsta ding Bonds are discharged as
provided in Section 7. 0 hereof.
(E) It shall caus to be kept proper books , records
and accounts adapted to the Sewer System separate from
other accounts of the City. The City' s comprehensive
annual financial report hall include the Sewer Service
Enterprise Fund and the ccounts therein, and a copy of
that report shall be fur ished, without cost, to the
Purchaser of any series f Bonds herein authorized. If
the City fails to provid such report within a reasonable
time after the end of sa d fiscal year , the Holders of
twenty percent (200) or ore of the outstanding Bonds may
cause an audit of the Se er System accounts to be made at
the expense of the City. The expense of preparing such
audit shall be paid as c rrent operating expenses of the
� Sewer System. The Purch sers of any series of Bonds and
the Holders thereof, or heir duly appointed
representatives, from ti e to time shall have the right,
at all reasonable times, to inspect the Sewer System and
to inspect and copy the b oks, records, accounts and data
relating thereto. The Ci y agrees to furnish copies of
such audit, without cost, to any Holder or Holders of the
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Bonds at their request ithin a reasonable time after the
end of each fiscal year .
(F) It will faith ully and punctually perfor.m all
duties with reference t the Sewer System required by the
City Charter , the Constitution and laws of the State of
Minnesota and this resolution.
(G) It will grant o franchise to any other sewer
utility, unless:
( 1) the City nacts an ordinance granting to
the owner and opera or of such other sewer utility a
franchise for such wnership and operation and for
use of public stree s and rights of way, and such
ordinance imposes u on such owner or operator a
franchise fee and p ovides that the franchise fee
shall be deemed par of the "Revenues" hereunder and
requires that such ranchise fees be deposited, upon
receipt, in the Ope ation and Maintenance Account;
and
(2) the exist nce and operation of such other
sewer utility will ot materially impair the ability
of the City to generate sufficient Revenues to pay
debt service on all onds outstanding under this
Resolution, as suppl mented, and to pay all "current
expenses" of the Sew r System.
Section 5. 02. T x Covenants.
The following specia covenants of the City apply
only to Tax-Exempt Bonds.
(A) Notwithstanding anything to the contrary
herein, moneys in the Excess I vestment Earnings Account and
the Sewer Service Enterprise F nd (and any Account therein) ,
in that order , shall be used t pay any rebate of excess
investment earnings on gross p oceeds of Tax-Exempt Bonds
(and, if appplicable, any actu 1 or imputed earnings on such
Excess Earnings amounts) requi ed to be paia to the United
States in order to maintain th exclusion from gross income
under Section 103 of the Code f the interest on the Tax-
Exempt Bonds.
(B) No portion of th proceeds of any series of
Tax-Exempt Bonds shall be used irectly or indirectly to
acquire higher yielding investm nts or to replace funds which
4
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were used directly or indir ctly to acquire higher yielding
investments, except (1) for a reasonable temporary period
until such proceeds are nee ed for the purpose for which the
Bonds were issued, (2) as p rt of a reasonably required
reserve or replacement fund not in excess of ten percent (10�)
of the proceeds of the Bond (or in a higher amount which the
City establishes is necessa y to the satisfaction of the
Secretary of the Treasury of the United States) , and (3 ) in
addition to the above in an mount not greater than the lesser
of five percent (5�) of the roceeds of the Bonds or $100, 000.
To this end, any proceeds of Tax-Exempt Bonds and any sums
from time to time held in th Construction Account, Operation
and Maintenance Account, Res rve Account or Bond Account (or
any other City account which will be used to pay principal or
interest to become due on th Tax-Exempt Bonds payable
therefrom) in excess of amou ts which under then-applicable
federal arbitrage regulation may be invested without regard
to yield shall not be invest d at a yield in excess of the
applicable yield restriction imposed by said arbitrage
regulations on such investme ts after taking into account any
applicable "temporary periods" , minor portion or reserve made
available under the federal a bitrage regulations. Money in
the Sewer Service Enterprise und shall not be invested in
obligations or deposits issue by, guaranteed by or insured by
the United States or any agen y or instrumentality thereof if
and to the extent that such i vestment would cause a series of
Tax-Exempt Bonds to be "feder lly guaranteed" within the
meaning of Section 149 (b) of he Code. The proceeds of Tax-
Exempt Bonds shall not be inv sted in other tax-exempt
obligations the interest on w ich is subject to alternative
minimum tax under the Code, u less the City has received an
opinion of bond counsel to th effect that such investment
will not jeopardize the tax-e empt status of the Tax-Exempt
Bonds.
Section 5. 03 . Ne at 've Covenant as to Use of
Improvements. The City hereby covenants not to use the
proceeds of Tax-Exempt Bonds o to use the Improvements, or to
cause or permit them or any of them to be used, or to enter
into any deferred payment arra gements for the cost of the
Improvements, in such a manner as to cause the Tax-Exempt
Bonds to be "private activity onds" within the meaning of
Sections 103 and 141 through 1 0 of the Code unless such Tax-
Exempt Bonds are issued, and t e proceeds thereof applied , in
full compliance with the provi ions of the Code applicable to
"private activity bonds. "
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Section 5 . 04. Ta -Exem t Status of the Bo ds;
Rebate. The City shall com ly with requirements n essar.y
under the Code to establish and maintain the exc sion from
gross income under Section 03 of the Code of e interest on
all series of Tax-Exempt Bo ds, including wi out limitation
requirements relating to te porary periods or investments,
limitations on amounts inve ted at a yie greater than the
yield on the Tax-Exempt Bon s, and the bate of excess
investment earnings to the nited Sta s.
Section 5. 05. Co nant th Holders. Each and all
of the terms and provisions f t s Resolution as from time to
time supplemented shall be a d nstitute a covenant on the
part of the City to and with ch and every Holder from time
to time of the Bonds issued reunder .
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A TICLE VI
ADDITIONAL BONDS; REFUNDING
BONDS; OTHER REVENUE OBLIGAZ'IONS
Section 6 . 01. Additional Bonds; Other Revenue
Obl ' ations.
(A) The Bonds iss ed hereunder shall be a first
charge and lien upon the Rev nues of the Sewer System. Except
as permitted by this Section and by Section 6. 02, no
additional obligations payab e from the Sewer Service
Enterprise Fund shall be her after issued unless the lien on
Revenues securing such addit onal revenue obligations is
expressly made a junior and ubsequent lien upon Revenues.
Nothing in this Section shal be construed to preclude the
City from applying excess Re enues to the payment of general
obligations of the City as p ovided in Section 4 . 03 (A)
"Sixth" .
(B) Except as provided in Section 6. 02 , no
additional revenue obligation ( "Additional Bonds" ) payable
from the moneys in the Sewer ervice Enterprise Fund on a
parity of lien with the then utstanding Bonds shall be
hereafter issued unless the a nual Net Revenues of the Sewer
System for each of the two (2 completed Fiscal Years
immediately preceding the iss ance of such Additional Bonds
shall have been one and one-q arter (1.25) times the maximum
annual principal and interest coming due thereafter on all
Bonds (including the Addition 1 Bonds) having a parity of lien
upon Revenues. If the annual Net Revenues in either or both
of the aforesaid two (2) comp eted Fiscal Years shall be
insufficient to meet the fore oing test, then the City shall
be entitled to adjust the Net Revenues for either or both of
those Fiscal Years by increasing the Net Revenues based on a
projection of additional Revenues which would have been
available from any rate increa e placed in effect prior to the
adjustment, or from new users. The adjustment of Revenues may
assume such increase would hav been available for the entire
Fiscal Year of adjustment. Th projection for adjustment and
a finding of sufficiency of Ne Revenues for the issuance of
Additional Bonds shall be show by a certificate issued by the
Director, Department of Public Works, or the City Budget
Director, or by an independent consulting engineering firm
knowledgeable in such matters nd shall be a finding of and
recited in the resolution of t e City authorizing such
Additional Bonds. For the pur oses of the foregoing test, the
following special provisions s all apply:
4
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(1) If the Addit ' onal Bonds to be issued will be
Variable Rate Bonds, t e calculation of maximum annual
principal and interest shall assume that such Additional
Variable Rate Bonds be r interest at the highest interest
rate permitted by the erms of the Additional Variable
Rate Bonds and related Supplemental Resolution; provided
that other or differen assumptions may be used if
necessary to obtain an investment grade credit rating for
the Variable Rate Bond , or to maintain the credit
rating(s} then in effe t for the Bonds then outstanding.
(2) If the Additional Bonds to be issued will be
Adjustable Rate Bonds, the calculation of maximum annual
principal and interest hall assume that such Adjustable
Rate Bonds bear interes at the highest interest rate
permitted by the terms f the Adjustable Rate Bonds and
related Supplemental Re olution; provided that if no
maximum interest rate i provided for , then such
calculation shall assum the Adjustable Rate Bonds bear
interest at the then pr vailing interest rate for utility
revenue bonds of compar ble credit quality and maturity,
taking into account whe her such Bonds are Taxable Bonds
or Tax-Exempt Bonds; an provided further that other or
different assumptions m y be used if necessary to obtain
an investment grade cre it rating for the Adjustable Rate
Bonds or to maintain th credit rating(s) then in effect
for the Bonds then outstanding.
(3) If the Additio al Bonds are subject to
mandatory purchase or ar to be purchased upon tender by
the Holders thereof, any Revenues required to be
segregated or set aside y the City to fulfill its
purchase obligation shal be deemed additional debt
service on the related s ries of Bonds in the amounts and
at the times such amount are required to be so set
aside.
(4) If the Additio a1 Bonds to be issued will be
Temporary Bonds, the cal ulation of maximum annual
principal and interest s all assume eitiher:
(a) that principal nd interest will be paid at the
times and at th interest rate specified in the
related Commitm nt;
or , at the election of th City,
49
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(b) that princi al and interest will be paid on a
level debt ervice basis over a period of
twenty (20) years from the maturity or
mandatory p rchase date for the series of
Temporary B nds, and that the series of
Temporary B nds will bear interest from and
after that date at the then prevailing interest
rates for utility revenue bonds of comparable
credit quali y, taking into account whether
such Bonds a e Taxable Bonds or Tax-Exempt
Bonds;
provided, that other o different assumptions may be used
if necessary to obtain an investment grade credit rating
for the Temporary Bond or to maintain the credit
rating (s) .then in effe t for the Bonds then outstanding.
(C) In addition o the requirements of subsection
(B) above, the following co ditions shall be met prior to the
issuance of each series of dditional Bonds:
(1) The payments required to be made (at the time
of the issuance of such Additional Bonds) into the
various Funds and Accou ts provided for in this
Resolution shall have b en made.
(2) The proceeds f such Additional Bonds shall be
used only for the purpo e of making Improvements to the
Sewer System or to refu d (or advance refund) Bonds or
any other bonds or obli ations issued to finance the
Sewer System, and capit lizing interest or making a
deposit to the Reserve und and paying the costs of such
financing.
(D) The conversio of Variable Rate Bonds or
Adjustable Rate Bonds to Fix d Rate Bonds shall not be treated
as the issuance of Additiona Bonds subject to the
requirements of subsection ( ) above unless the interest rate
to be borne by such Bonds fro and after the date of
conversion will exceed the ma imum rate taken into account for
the purposes of subsection (B) , clauses (1). or (2) .
Section 6. 02. Refu din Bonds.
(A) The City also eserves the right and privilege
of issuing Additional Bonds i and to the extent needed to
refund maturing Bonds payable from the moneys in the Sewer
Service Enterprise Fund in ca e the moneys in the Bond Account
0
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are insufficient to pay the same at maturity, which efunding
Additional Bonds may be on parity with other Bon as to
interest payments, but shal mature subsequent t all the
Bonds which are payable fro the Revenues and icn are
outstanding upon issuance o the refunding A itional Bonds.
This Section shall not appl to Additional onds issued to
refund Temporary Bonds.
(B) The City fur her reserv the right and
privilege of issuing Additi nal Bond payable from the moneys
in the Sewer Service Enterp ise Fun to refund or advance
refund all or any portion o the nds (or any series thereof)
then outstanding if the aggregat principal and interest to
become due in any Fiscal Year ter the issuance of such
refunding or advance refundi Additional Bonds will not be
more than the principal and 'nterest which would have been due
in any future Fiscal. Year ' such refunding or advance
refunding Additional Bond h d not been issued.
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A TICLE VII
OTH R PROVISIONS
Section 7. 01. Suit b Bondholders. The Holders of
fifty-one percent (51�) or ore in aggregate principal amount
(which, in the case of Capi al Appreciation Bonds, shall be
their Accreted Value as of he most recent date of
determination) of all Bonds issued under this Resolution as
from time to time supplemen ed and at any time outstanding
may, either at law or in eq ity, by suit, action, or other
proceedings, protect and en orce the rights of all Holders of
Bonds issued hereunder and hen outstanding or enforce or
compel the performance of a y and all of the covenants and
duties specified in this re olution to be performed by the
City or its officers and ag nts, including the fixing and
maintaining of rates and charges and the collection and proper
segregation of revenues and the application and use thereof.
Section 7. 02. Ame dments. No change, amendment,
modification or alteration s all be made in the covenants made
with Holders of the Bonds au horized by this Resolution as
from time to time supplement d without the consent of the
Holders of not less than six y percent (60$) in aggregate
principal amount (which, in he case of Capital Appreciation
Bonds, shall be their Accret d Value as of the most recent
date of determination) of al Bonds then outstanding; provided
that changes, amendments, mo ifications and alterations may be
made without such consent in order to:
(A) cure any ambiguity or formal defect or omission
herein, or
(B) provide for the issuance of Additional Parity
Bonds or Refunding Bonds as permitted by Article VI, or
(C) preserve the ex lusion from gross income of
interest on the Tax-Exem t Bonds under Section 103 of the
Code, or
.
(D) make any change reasonably necessary to preserve
the rating then in effec for any or all series of Bonds
then outstanding, or to btain an investment grade rating
for a series of Additional Bonds, or
(E) increase the de t service coverage ratio
specified in Section 6. 01 (B) , or
2
��,�-���-'
(F) make any othe change which would not materially
prejudice the Holders f outstanding Bonds,
provided further , however , hat nothing herein contained shall
permit or be construed as p rmitting ( i) an extension of the
maturity of the principal o or the interest on any Bonds, or
( ii ) a reduction in the pri cipal amount of any Bond or the
rate of interest thereon, o (iii ) a privilege or priority of
any Bond or Bonds over any ther Bond or Bonds except as
otherwise provided herein, r ( iv) a reduction in the
aggregate principal amount o Bonds required for consent to
any change, amendment, modif ' cation or alteration, or (v) the
creation of any lien ranking prior to or on a parity with the
lien of such Bonds, except a herein expressly permitted, or
(vi ) a modification of any o the provisions of this Section
7. 02, unless for any such ch nge the consent of the Holders of
one hundred percent ( 100�) o the principal amount (which, in
the case of Capital Apprecia ion Bonds, shall be their
Accreted Value as of the mos recent date of determination) of
Bonds outstanding is first o tained.
Section 7. 03 . Dis har e. When all Bonds issued
under this Resolution as fro time to time supplemented have
been discharged as provided in this paragraph, all pledges,
covenants and other rights granted by this Resolution to the
Holders of the Bonds shall cease. The City may discharge all
or a portion of Bonds which a e due on any date by depositing
with a paying agent or an esc ow agent (which paying agent or
escrow agent shall not be an fficer of the City) for such
Bonds on or before that date sum sufficient for the payment
thereof. If any Bond should ot be paid when due, it may
nevertheless be discharged by depositing with the paying agent
or an escrow agent (which pay ng agent or escrow agent shall
not be an officer of the City a sum sufficient for the
payment thereof in full. The City may also discharge any
prepayable Bonds which are ca led for redemption on any date
when they are prepayable acco ding to their terms, by
depositing with the paying ag nt or an escrow agent (which
paying agent or escrow agent hall not be an officer of the
City) on or before that date an amount equal to the principal ,
interest and redemption premiu , if any, which are then due,
provided that notice of such r demption has been duly given as
provided in this Resolution or the applicable Supplemental
Resolution.
The City may also at any ime discharge all or some Bonds
by complying with the applicab e provisions of Minnesota
3
���-�.��
Statutes, Section 475 . 67, a d any amendments thereto, except
that the funds deposited i.n escrow in accordance with said
provisions may but need not be in whole or part proceeds of
advance refunding Bonds and except that if a partial
defeasance is effected from funds other than the proceeds of
advance refunding bonds, th requirements in Minneso�a
Statutes, Section 475. 67, S bdivision 3 , need not be
satisfied.
The City may discharge all or a portion of the Bonds of a
specific series as herein p ovided without the consent of the
Holders of such Bonds or of any other outstanding Bonds. If
less than all of the outsta ding Bonds of a series are to be
so discharged, the Bonds of that series with the latest
maturity shall be discharged first and the City shall select
the Bonds ( if other than Glo al Certificates) to be discharged
within a single maturity by ot in the manner provided in
Sections 2. 02 and 2. 17 hereo . An escrow discharge may
include prepayment of the Bo ds to be discharged.
Section 7. 04 . Cer ificate of Re istration. The
Director , Department of Fina ce and Management Services, is
hereby directed to file a ce tified copy of this Resolution
with the County Auditor of R msey County, Minnesota , together
with such other information s the Auditor shall require, and
to obtain the Auditor ' s cert ficate that the Bonds have been
entered in the Auditor ' s Bon Register .
Section 7. 05 . Rec rds and Certificates. The
officers of the City are her by authorized and directed to
prepare and furnish to the P rchaser of each series of Bonds,
and to the attorneys approvin� the legality of the issuance of
each series of Bonds, certifi d copies of all proceedings and
records of the City relating o such Bonds and to the
financial condition and affai s of the City, and such other
affidavits, certificates and 'nformation as are required to
show the facts relating to th legality and marketability of
the Bonds as the same appear rom the books and records under
their custody and control or s otherwise known to them, and
- all such certified copies, ce tificates and affidavits,
including any heretofore furn shed, shall be deemed represen-
tations of the City as to the facts recited therein.
Section 7. 06. Seve abilit . If any section,
paragraph or provision of thi Resolution as from time to time
supplemented shall be held to be invalid or unenforceable for
any reason, the invalidity or unenforceability of such
section, paragraph or provisi n shall not affect any of the
remaining provisions of this esolution.
4
(���-��3s-
Section 7. 07. He din s. Headings in sN
resolution are included for convenience of ref ence only and
are not a part hereof, and hall not limit define the
meaning of any provision he eof.
5
, ���-���s�
E HIBIT A
[Form of G1 bal Certificate]
UNITED ST TES OF AMERICA
STATE F MINNESOTA
RAM EY COUNTY
CITY 0 SAINT PAUL
R- $
SEWE REVENUE
BOND, ERIES
INTEREST MATURITY DATF, OF
RATE DATE ORIGINAL ISSUE CUSIP
1, , 19
REGTSTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Mi nesota (the "Issuer" or "City" ) ,
certifies that it is indebted and for value received promises
to pay to the registered owne specified above or on the
certificate of registration b low, or registered assigns , in
the manner hereinafter set fo th, the principal amount
specified above, on the matur ' ty date specified above, unless
called for earlier redemption, and to pay interest thereon
semiannually on 1 and 1 of each year (each, an
"Interest Payment Date" ) , com ncing 1 , 19_, at the rate
per annum specified above (cal ulated on the basis of a
360-day year of twelve 30-day onths) until the principal sum
is paid or has been provided f r. This Bond will bear
interest from the most recent nterest Payment Date to which
interest has been paid or , if o interest has been paid, from
the date of original issue her of. The principal of and
premium, if any, on this Bond re payable by check or draft in
next day funds or its equivale t (or by wire transfer in
immediately available funds if payment in such form is
necessary to meet the timing r quirements below) upon
presentation and surrender her of at the principal office of
the Treasurer of the Issuer in Saint Paul, Minnesota (the
"Bond Registrar" ) , acting as p ying agent, or any successor
paying agent duly appointed by the Issuer; provided, however ,
5
(�- �`�-����
that upon a partial redemption of this Bond which results in
the stated amount hereof being reduced, the Holder may in its
discretion be paid without p esentation of this Bond, which
payment shall be received no later than 12: 00 noon, (Chicago,
Illinois, ] * time, and may ma e a notation on the panel
provided herein of such rede ption, stating the amount so
redeemed, or may return the ond to the Bond Registrar in
exchange for a new Bond in t e proper principal amount. Such
notation, if made by the Hol er , shall be for reference only,
and may not be relied upon b any other person as being in any
way determinative of the pri cipal amount of this Bond
outstanding, unless the Bond Registrar has signed the
appropriate column of the pa el. Interest on this Bond will
be paid on each Interest Pay ent Date by check or draft in
next day funds or its equiva ent mailed (or by wire transfer
in immediately available fun s if payment in such form is
necessary to meet the timing requirements below) to the person
in whose name this Bond is r gistered (the "Holder" or
"Bondholder" ) on the registration books of the Issuer
maintained by the Bond Regist ar and at the address appearing
thereon at the close of busin ss on the fifteenth calendar day
preceding such Interest Payme t Date (the "Regular Record
Date" ) . Interest payments sh 11 be received by the Holder no
later than 12: 00 noon, Chicag , Illinois, * time; and principal
and premium payments shall be received by the Holder no later
than 12: 00 noon, Chicago, 111 nois , * time if the Bond is
surrendered for payment enoug in advance to permit payment to
be made by such time. Any in erest not so timely paid shall
cease to be payable to the pe son who is the Holder hereof as
of the Regular Record Date, a d shall be payable to the person
who is the Holder hereof at t e close of business on a date
(the "Special Record Date" ) f 'xed by the Bond Registrar
whenever money becomes availa le for payment of the defaulted
interest. Notice of the Special Record Date shall be given to
Bondholders not less than ten �ays prior to the Special Record
Date. The principal of and pr mium, if any, and interest on
this Bond are payable in lawfu money of the United States of
America.
Date of Pa ment Not usiness Da . If the date for
payment of the principal of, p emium, if any, or interest on
this Bond shall be a Saturday, Sunday, legal holiday or a day
on which banking institutions n the City of Chicago,
* Depository' s city - change f not Midwest Securities Trust
Company
5
��-���
Illinois, * or the city where the principal office of the Bond
Registrar is located are aut orized by law or executive order
to close, then the date for uch payment shall be the next
succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such bankin institutions are authorized to
close, and payment on such date shall have the same force and
effect as if made on the nomi al date of payment.
Redemption. * Al1 B nds of this issue maturing on or
after 1, , are su ject to redemption and prepay-
ment at the option of the Iss er on l , , and on
any Interest Payment Date the eafter at a price of par plus
accrued interest plus a premi m (expressed as a percentage of
the principal amount redeemed set forth below:
Redemption Dates Redemption Premium
1, or 1, �
1, or 1, s�
1, or l, °s
l, or 1, %
l, or l� �
1, and thereafter p �
The Bonds of this issue m turing on 1,
shall be redeemed and prepaid n each 1 in the
years through , inclu ive, at a price of par plus
accrued interest in the years nd amounts set forth below:
1 of
the Year Amount
The amounts set forth above will be reduced, pro rata , if and
to the extent the City calls su h Bonds for optional
redemption on or prior to the d te scheduled for mandatory
redemption and prepayment.
* modify as required for each eries
5
���'
�3.s�
Redemption may be in wh le or in part of the Bond
subject to prepayment. If r demption is in part, t se Bonds
remaining unpaid which have he latest maturity d e shall be
prepaid first; and if only p rt of the Bonds ha ng a common
maturity date are called for prepayment, this ond may be
prepaid in $5 , 000 increments of principal. onds or portions
thereof called for redemptio shall be d and payable on the
redemption date, and interes thereon all cease to accrue
from and af ter the redemptio date.
Notice of Redem ti n. ublished notice of redemp-
tion shall in each case be giv in accordance with law, and
mailed notice of redemption all be given to the paying agent
( if other than a City off ' r) and to each affected Holder of
the Bonds. For this pu ose, the Depository (hereafter iden-
tified, or any succes r ther to) shall be the "Holder" as to
Bonds registered in e name f the Depository or its nominee.
In the event an the Bonds are called for redemption,
written notice thereof will b given by first class mail
mailed not less than thirty ( 0) days prior to the redemption
date to each Holder of Bonds o be redeemed. In connection
with any such notice, the "CU IP" numbers assigned to the
Bonds shall be used.
Re lacement or Nota ion of Bonds after Partial
Redemption. Upon a partial y demption of this Bond which
results in the stated amount ereof being reduced, the Ho] der
may in its discretion make a otation on the panel provided
herein of such� redemption, st ting the amount so redeemed.
Such notation, if made by the Holder , shall be for reference
only, and may not be relied u on by any other person as being
in any way determinative of th principal amount of the Bond
outstanding, unless the Bond R gistrar has signed the
appropriate column of the pane . Otherwise, the Holder may
surrender this Bond to the Bon Registrar (with, if the Issuer
or Bond Registrar so requires, a written instrument of
transfer in form satisfactory o the Issuer and Bond Registrar
duly executed by the Holder th reof or his, her or its
attorney duly authorized in wr ting) and the Issuer shall
execute ( if necessary) and the Bond Registrar shall
authenticate and deliver to th Holder of s�rch Bond, without
service charge, a new Bond of he same series having the same
stated maturity and interest r te and of the authorized
denomination in aggregate prin ipal amount equal to and in
exchange for the unredeemed po tion of the principal of the
Bond so surrendered.
5
����3s-
Issuance; Purpose. This Bond is one of an issue in
the total principal amount o $ , all of like date of
original issue and tenor , ex ept as to number , maturity,
interest rate and denominati n, which Bond has been issued
pursuant to and in full conf rmity with the Constitution and
laws of the State of Minneso a and the Charter of the Issuer ,
and pursuant to a resolution adopted by the City Council of
the Issuer on 19 8 (the "General Resolution" ) as
supplemented on � (the "Supplemental
Resolution" ) (collectively, � he "Resolution" ) , for the pur ose
of providing mone to y p
construction and repairaof�vareousuimpro�ementsatouthetSewer
System of the City. Said Bon s and the interest thereon are
payable solely and exclusivel from the Revenues (as defined
in the Resolution) of the Sew r System of the Issuer pledged
to the payment thereof, and s ms held in a Reserve Fund, and
do not constitute a debt of t e Issuer within the meaning of
any constitutional, Charter o statutory limitation of
indebtedness. In the event o any default hereunder , the
Holder of this Bond may exerc ' se :any of the rights and
privileges granted by the law of the State of Minnesota
subject to the provisions of he Resolution. The Bonds of
this issue, [together with th Sewer Revenue Bonds previously
issued by the City pursuant to the Resolution, as supplemented
from time to time, in the aggr gate original prinicipal amount
°f $ l , are secured b a first and prior lien upon
the Revenues of the Sewer Syst m of the Issuer and by sums
held in a Reserve Fund. The I suer is authorized under
certain conditions to issue ad itional revenue obligations on
a parity of lien with these Bo ds [and prior issues of Sewer
Revenue Bonds] , all as provide in the Resolution. The Bonds
of this series and any other r venue obligations heretofore or
hereafter issued on a parity t erewith are referred to herein
as the "Parity Bonds" . All ot er capitalized terms used but
not defined herein have the me nings assigned to those terms
in the Resolution.
Holders. For the pur oses of all actions, consents
and other matters affecting Hol ers of Bonds issued under the
Resolution, the term "Holder" s all include the owners of
beneficial interests in any Bon as shown by 'the certificate
of the person or entity in whos name (or in whose nominee
name) such Bond is registered. Unless the City receives such
a Certificate, the City may tre t the Holder in whose name (or
in whose nominee name) a Bond i registered as the owner of
all the interest therein.
60
Ci�'0 �o�
Action by Holders. The Holders of fifty-one percent
(51�) or more in aggregate p incipal amount of all Bonds at
any time outstanding under t e Resolution as supplemented may,
either at law or in equity, y suit, action, or other
proceedings, protect and enf rce the rights of all Holders of
Bonds then outstanding, or e force and com el the
of any and all of the covena ts and dutiesPspecifiedrinrthece
Resolution to be performed b the Issuer or its officers and
agents; provided, however, t at nothing shall affect or impair
the right of any Bondholder o enforce the payment of the
principal of and interest on any Bond at and after the
maturity thereof, or the obli ation of the Issuer to pay the
principal of and interest on ach of the Bonds issued to the
respective Holders thereof at the time and place, from the
source and in the manner prov'ded in the Bonds.
Denominations; Exch n e; Resolution. The Bonds are
issuable originally only as G obal Certificates in the
denomination of the entire pr ncipal amount of the issue
maturing on a single date. G obal Certificates are not
exchangeable for fully regist red bonds of smaller
denominations except in excha ge for Replacement Bonds if then
available. Replacement Bonds, if made available as provided
below, are issuable solely as fully registered bonds in the
denominations of $5 , 000 and in egral multiples thereof of a
single maturity and are exchan eable for fully registered
Bonds of other authorized deno inations in equal aggregate
principal amounts at the princ 'pal office of the Bond
Registrar, but only in the man er and subject to the
limitations provided in the Re olution. Reference is hereby
made to the Resolution for a d scription of the rights and
duties of the Bond Registrar. Copies of the Resolution are on
file in the principal office o the Bond Registrar.
Modification of Reso ution. No change, amendment,
modification or alteration shall be made in the covenants made
with Holders of all Bonds issue under the Resolution as from
time to time supplemented witho t the consent of the Holders
of not less than sixty percent (600) in aggregate principal
amount of all such Bonds then o tstanding except for changes,
amendments, modifications and a terations (a )� made to cure any
ambiguity or formal defect or o ission, or (b) made in
connection with the issuance of Additional Bonds, or (c) which
preserve the exclusion from gro s income of interest on the
Tax-Exempt Bonds under Section 03 of the Internal Revenue
Code of 1986, as amended, or (d which would not materially
prejudice the Holders of outsta ding Bonds; provided, however,
that nothing herein contained s all permit or be construed as
61
�G����3�
permitting (1) an extension f the maturity of the principal
of or the interest on any Bo ds , or (2) a reduction in the
principal amount of any Bond or the rate of interest thereon,
or (3 ) a privilege or priori y of any Bond or Bonds over any
other Bond or Bonds except a otherwise provided in the
Resolution, or (4) a reducti n in the aggregate principal
amount of Bonds required for consent of any change, amendment,
modification or alteration, r (5) the creation of any lien
ranking prior to or on a par ty with the lien of the Bonds,
except as expressly permitte by the Resolution as supple-
mented, or (6) a modificatio of any of the provisions of this
paragraph, without the conse t of the Holders of one hundred
percent (1000) of the princi al amount of all Bonds
outstanding.
Replacement Bonds. Replacement Bonds may be issued
by �the Issuer in the event th t:
(a ) If [NAME OF DE OSITORY) (the "Depository" )
shall resign or disconti ue its services for the Bonds ,
and only if the Issuer i unable to locate a substitute
depository within two (2 months following the
resignation or determina ion of non-eligibility, or
(b) upon a determi ation by the Issuer in its sole
discretion that ( 1) the ontinuation of the book-entry
system described in the esolution, which precludes the
issuance of certificates (other than Global Certificates)
to any Holder other than the Depository (or its nominee) ,
might adversely affect t e interest of the beneficial
owners of the Bonds, or (2) . that it is in the best
interest of the beneficial owners of the Bonds that they
be able to obtain certifi ated bonds.
Transfer. This Bond shall be registered in the name
of the payee on the books of t e Issuer by presenting this
Bond for registration to the B nd Registrar , who will endorse
his, her or its name and note he date of registration
opposite the name of the payee in the certificate of
registration attached hereto. Thereafter this Bond may be
transferred by delivery with a assignment duly executed by
the Holder or his, her or its egal representatives , and the
Issuer and Bond Registrar may reat the Holder as the person
exclusively entitled to exerci e all the rights and powers of
an owner until this Bond is pr sented with such assignment for
registration of transfer , acco panied by assurance of the
nature provided by law that th assignment is genuine and
effective, and until such tran fer is registered on said books
6
���3�
and noted hereon by the Bond Registrar , all subject to the
terms and conditi.ons provide in the kesolution and to
reasonable regulations of th Issuer contained in any
agreemer,t with, or notice to, the Bond Registrar . Transfer of
this Bond may, at the directi n and expense of the Issuer , be
subject to certain other rest ictions if required to qualify
this Bond as being "in regist red form" within the meaning of
Section 149 (a) of the federal Internal Revenue Code of 1986,
as amended.
Fees u on Transfer r Loss. The Bond Registrar may
require payment of a sum suff cient to cover any tax or other
governmental charge payable i connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding
transfers and lost Bonds.
Treatment of Re ist red Owner. The Issuer and Bond
Registrar may treat the perso in whose name this Bond is
registered as the owner hereof for the purpose of receiving
payment as herein provided (ex ept as otherwise provided with
respect to the Record Date) an for all other purposes,
whether or not this Bond shall be overdue, and neither the
7ssuer nor the Bond Registrar hall be affected by notice to
the contrary.
Authentication. Thi Bond shall not be valid or
become obligatory for any purp se or be entitled to any
security unless the Certificat of Authentication hereon shall
have been executed by the Bond Registrar.
Not ualified Tax-Ex m t Obli ations. The Bonds
have not been designated by th Issuer as "qualified
tax-exempt obligations" for pur oses of Section 265 (b) ( 3) of
the federal Internal Revenue Co e of 1986, as amended.
IT IS HEREBY CERTIFIE AND RECITED that all acts,
conditions and things required y the Constitution and laws of
the State of Minnesota and the harter of the Issuer to be
done, to happen and to be perfo med, precedent to and in the
issuance of this Bond, have bee done, have happened and have
been performed, in regular and ue form, time and manner as
required by law; that this Bond together with all other debts
of the Issuer outstanding on th date of original issue hereof
and on the date of its issuance and delivery to the original
purchaser, does not exceed any onstitutional or statutory or
Charter limitation of indebtedn ss; and that the Issuer will
establish rates and charges for the service furnished by its
Sewer System sufficient in amount to promptly meet the
principal and interest requireme ts of this issue.
63
� �� '0 ��
IN WITNESS WHEREO , the City of Saint Paul , Ramsey
County, Minnesota, by its Ci y Council has caused this Bond to
be sealed with its official eal and to be executed on its
behalf by the photocopied fa simile signature of its Mayor,
attested by the photocopied acsimile signature of its Clerk,
and countersigned by the pho ocopied facsimile signature of
its Director, Department of inance and Management Services.
Date of Registration: egistrable by:
ayable at:
BOND REGISTRAR ' S C TY OF SAINT PAUL,
CERTIFICATE OF R MSEY COUNTY, MINNESOTA
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution M yor
mentioned within.
A test:
Bond Re � Ci y Clerk
gistrar
By Co ntersigned:
Authorized Signature
Di ector, Uepartment of Finance
an Management Services
(SEAL)
Sewer Revenue Bond, Series No. R- �
64
����3�
CERTIFICAT OF REGISTRATION
The transfer of ownership of the principa mount of the
attached Bond may be made on y by the r istered owner or his,
her or its legal representat ve last ted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTE D OWNER BOND REGISTRAR
6
(���-�3S'
REGISTER OF PARTIAL PAYMENTS
The principal amount of the ttached Band has been prepaid on
the dates and in the amounts noted below:
Date S �gnature of Signature of
Amount B ndholder Bond Registrar
.
If a notation is made on this r gister , such notation has the
effect stated in the attached B nd. Partial payments do not
require the presentation of the attached Bond to the Bond
Registrar, and a Holder could fail to note the partial payment
here.
66
���.3s"
ABB EVIATIONS
The following abbrevia ions, when used in the ' scription
on the face of this Bond, s all be construed as ough they
were written out in full acc rding to applica e laws or
regulations:
TEN COM - as tenants in comm n
TEN ENT - as tenants by the ntireti
JT TEN - as joint tenants wi h rig of survivorship
and not as tenants n c mon
UTMA - as custod a for
(Cust) (Minor)
under th Uniform
(State)
Tran ers to Minors Act
Addi ional abbrevi tions may also be used
though not i the above list.
67
(� ��-�3s'
A SIGNMENT
For value receive , the undersigned hereby sells ,
as�igns and transfers unto
the within Bond and does
hereby irrevocably constitu e and appoint
attorney to transfer the Bo d on the books kept for the
registration thereof, with ull power of substitution in the
premises.
Dated :
No ice: The assignor ' s signature to
this assignment must
correspond with the name as
it appears upon the face of
the within Bond in every
particular , without
alteration or any change
whatever .
Signature Guaranteed:
Signature(s) must be guarant ed by a national bank or trust
company or by a brokerage fi m having a membership in one of
the major stock exchanges.
� The Bond Registrar will not effect transfer of this
Bond unless the information oncerning the transferee
requested below is provided.
Name and Address:
( Include i formation for all joint owners
if the Bo d is held by 3oint account. )
68
C���'��✓`�
E HIBIT B
[Form of Non-Glo al Bond - Fixed Rat
UNITED ST TES OF AMERICA
STATE F MINNESOTA
RAMS Y COUNTY
CITY 0 SAINT PAUL
R- $
SEWE RE NUE
BOND, E ES
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Mi nesota (the "Issuer" or "City" ) ,
certifies that it is indebted and for value received promises
to pay to the registered owne specified above, or registered
assigns, in the manner herein fter set forth, the principal
amount specified above, on th maturity date specified above,
unless called for earlier red mption, and to pay interest
thereon semiannually on 1 and 1 of each year
(each, an "Interest Payment D te" ) , commencing 1 ,
, at the rate per annum s ecified above (calculated on the
basis of a 360-day year of tw lve 30-day months) until the
principal sum is paid or has een provided for. This Bond
will bear interest from the m st recent Interest Payment Date
to which interest has been pa d or , if no interest has been
paid, from the date of origin 1 issue hereof. The principal
of and premium, if any, on th ' s Bond are payable upon
presentation and surrender he eof at the principal office of
, in ,
(the "Bond Registrar" ) , acting as paying
agent, or any successor payin agent duly appointed by the
Issuer . Interest on this Bon will be paid on each Interest
Payment Date by check or draf mailed to the person in whose
9
�0 0 O�J`�
name this Bond is registere (the "Holder" or "Bondh lder" ) on
the registration books of t e Issuer maintained by - e Bond
Registrar and at the address appearing thereon at he close of
business on the fifteenth calendar day precedin such Interest
Payment Date (the "Regular R cord Date" ) . An interest not so
timely paid shall cease to b payable to the erson who is the
Holder hereof as of the Regu ar Record Dat , and shall be
payable to the person who is the Holder reof at the close of
business on a date (the "Spe ial Record ate" ) fixed by the
Bond Registrar whenever mone becomes vailable for payment of
the defaulted interest. Not ce of t e Special Record Date
shall be given to Bondholder not ss than ten days prior to
the Special Record Date. Th pr ' cipal of and premium, if
any, and interest on this Bo d e payable in lawful money of
the United States of America
REFERENCE IS HER MADE TO THE FURTHER PROVISIONS
OF THIS BOND SET FORTH 0 TH REVERSE HEREOF, WHICH PROVISIONS
SHALL FOR ALL PURPOSES VE FiE SAME EFFECT AS IF SET FORTFI
HERE.
IT IS HE BY CERTI IED AND RECITED that all acts ,
conditions and t ngs requir d by the Constitution and laws of
the State o M' nesota and t e Charter of the Issuer to be
done, to happen and to be performed, precedent to and in the
issuance of this Bond, have b en done, have happened and have
been performed, in regular an due form, time and manner as
required by law; that this Bo d, together with all other debts
of the Issuer outstanding on he date of original issue hereof
and on the date of its issuan e and delivery to the original
purchaser , does not exceed an constitutional or statutory or
Charter limitation of indebte ness; and that the Issuer will
establish rates and charges f r the service furnished by its
Sewer System sufficient in am unt to promptly meet the
principal and interest requir ments of this issue.
IN WITNESS WHEREOF, the City of Saint Paul , Ramsey
County, Minnesota , by its Cit Council has caused this Bond to
be sealed with its official s al or a facsimile thereof and to
be executed on its behalf by he original or facsimile
signature of its Mayor , attes ed by the original or facsimile
signature of its Clerk, and c untersigned by the original or
facsimile signature of its Di ector , Department of Finance and
Management Services.
0
���-���s-
Date of Registration: Registrable by:
Payable at:
BOND REGISTRAR' S CITY OF SAINT PAUL,
CERTIFICATE OF RAMSEY COUNTY, MINNESOTA
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution within Mayor
mentioned.
Attest:
, City Clerk
Bond Registrar
BY ountersigned:
Authorized Signature
irector , Department of
inance and Management
ervices
(SEAL)
1
//�✓Q��'�0 l.N
l./r 0
ON REV RSE OF BOND
Date of Pa ment No Business Da . If the date for
payment of the principal of, premium, if any, or interest on
this Bond shall be a Saturda , Sunday, legal holiday or a day
on which banking institution in the City of ,
, or the city where the principal office of the Bond
Registrar is located are aut orized by law or executive order
to close, then the date for uch payment shall be the next
succeeding day which is not Saturday, Sunday, legal holiday
or a day on which such banki g institutions are authorized to
close, and payment on such d te shall have the same force and
effect as if made on the nom'nal date of payment.
Redemption. * All onds of this issue maturing on or
after l, , are subject to redemption and
prepayment at the option of t e Issuer on 1, ,
and on any Interest Payment D te thereafter at a price of par
plus accrued interest plus a remium (expressed as a
percentage of the principal a ount redeemed) set forth below:
Redemption Dates Redemption Premium
1, or 1, $
l, or 1, g
1 , or 1, g
1 , or l, �
1 , or 1, $
l, and thereafter 0 �
The Bonds of this issue aturing on 1,
shall be redeemed and prepaid on each 1 in the
years through , incl sive, at a price of par plus
accrued interest in the years and amounts set forth below:
* Modify as required for each series of Bonds
2
� ���
1 of
the Year Amount
The amounts set forth above ill be educed, pro rata , if and
to the extent the City calls such nds for optional
redemption on or prior to th da scheduled for mandatory
redemption and prepayment.
Redemption may be in wh e or in part of the Bonds
subject to prepayment. If e�emption is in part, those Bonds
remaining unpaid which ha e t e latest maturity date shall be
prepaid first; and if o y pa t of the Bonds having a common
maturity date are cal d for repayment, the specific Bonds to
be prepaid shall be osen by lot by the Bond Register . Bonds
or portions thereof called fo redemption shall be due and
payable on the redemption dat , and interest thereon shall
cease to accrue from and afte the redemption date.
Notice of Redem tio . Published notice of
redemption shall in each case be given in accordance with law,
and mailed notice of redempti n shall be given to the paying
agent (if other than a City o ficer) and to each affected
Holder of the Bonds. In the vent any of the Bonds are called
for redemption, written notic thereof will be given by first
class mail mailed not less th n thirty (30) days prior to the
redemption date to each Holde of Bonds to be redeemed. In
connection with any such noti e, the "CUSIP" numbers assigned
to the Bonds shall be used.
Selection of Bonds for Redem tion. To effect a
partial redemption of Bonds ha ing a common maturity date, the
Bond Registrar shall assign to each Bond having a common
maturity date a distinctive nu ber for each $5 , 000 of the
principal amount of such Bond. The Bond Registrar shall then
select by lot, using such meth d of selection as it shall deem
proper in its discretion, from the numbers assigned to the
Bonds, as many numbers as, at 5 , 000 for each number , shall
equal the principal amount of uch Bonds to be redeemed. The
Bonds to be redeemed shall be he Bonds to which were assigned
numbers so selected; provided, however , that only so much of
the principal amount of such B nd of a denomination of more
3
���3�
than $5 ,000 shall be redeeme as shall equal $5 , 000 for each
number assigned to it and so selected. If a Bond is to be
redeemed only in part, it sh 11 be surrendered to the Bond
Registrar (with, if the Issu r or Bond Registrar so requires ,
a written instrument of tran fer in form satisfactory to the
Issuer and Bond Registrar du y executed by the Holder thereof
or his, her or its attorney uly authorized in writing) and
the Issuer shall execute ( if necessary) and the Bond Registrar
shall authenticate and deliv r to the Holder of such Bond,
without service charge, a ne Bond or Bonds of the same series
having the same stated matur ' ty and interest rate and of any
authorized denomination or d nominations, as requested by such
Holder , in aggregate princip 1 amount equal to and in exchange
for the unredeemed portion o the principal of the Bond so
surrendered.
Issuance; Purpose. This Bond is one of an issue in
the total principal amount of S , all of like date of
original issue and tenor , exc pt as to number , maturity,
interest rate, and denominati n, which Bond has been issued
pursuant to and in full confo mity with the Constitution and
laws of the State of Minnesot and the Charter of the Issuer ,
and pursuant to a resolution dopted by the City Council of
the Issuer on , 1 88 , (the "General Resolution" )
as supplemented on , (the "Supplemental
Resolution" ) (collectively, t e "Resolution" ) , for the purpose
of providing money to pay or eimburse for the acquisition,
construction and repair of va ious improvements to the Sewer
System of the City. Said Bon s and the interest thereon are
payable solely and exclusivel from the Revenues (as defined
in the Resolution) of the Sew r System of the Issuer pledged
to the payment thereof, and s ms held in a Reserve Fund, and
do not constitute a debt of t e Issuer within the meaning of
any constitutional , Charter o statutory limitation of
indebtedness. In the event o any default hereunder , the
Holder of this Bond may exerc ' se any of the rights and
privileges granted by the law of the State of Minnesota
subject to the provisions of he Resolution. The Bonds of
this issue, [together with th Sewer Revenue Bonds previously
issued by the City pursuant t the Resolution, as supplemented
from time to time, in the agg egate original prinicipal amount
of $ ] are secured by a first and prior lien upon the
Revenues of the Sewer System f the Issuer and by sums held in
a Reserve Fund. The Issuer is authorized under certain
conditions to issue additional revenue obligations on a parity
of lien with these Bonds [and rior issues of Sewer Revenue
Bonds] , all as provided in the Resolution. The Bonds of this
series and any other revenue o ligations heretofore or
4
��/`�O �' ��
hereafter issued on a parity the:ewith are referred to herein
as the "Parity Bonds" . All ther capitalized terms used but
not defined herein have the eanings assigned to those terms
in the Resolution.
Holders. For the urposes of all a ions, consents
and other matters affecting olders of Bond issued under the
Resolution, the term "Holder' shall inclu the owners of
beneficial interests in any ond as show by the certificate
of the person or entity in w ose name r in whose nominee
name) such Bond is registere . Unles the City receives such
a Certificate, the City may reat t Holder in whose name (or
in whose nominee name) a Bon is r gistered as the owner of
all the interest therein.
Action by Holders. he Holders of fifty-one percent
(51%) or more in aggregate incipal amount of all Bonds at
any time outstanding under h Resolution may, either by law
or in equity, by suit, a ion, or other proceedings, protect
and enforce the rights f all Holders of Bonds then
outstanding, or enfo e and c mpel the performance of any and
all� of the covena and duti s specified in the Resolution to
be performed the Issuer or its officers and agents;
provided, however , that nothi g shall affect or impair the
right of any Bondholder to en orce the payment of the
principal of and interest on ny Bond at and after the
maturity thereof, or the obli ation of the Issuer to pay the
principal of and interest on ach of the Bonds issued to the
respective Holders thereof at the time and place, from the
source and in the manner prov ded in the Bonds.
Denominations; Exch n e; Resolution. The Bonds are
issuable solely as fully regi tered bonds in the denominations
of $5, 000 and integral multip es thereof of a single maturity
and are exchangeable for full registered Bonds of other
authorized denominations in e ual aggregate principal amounts
at the principal office of th Bond Registrar , but only in the
manner and subject to the limitations provided in the Resolu-
tion. Reference is hereby mad to the Resolution for a
description of the rights and uties of the Bond Registrar.
Copies of the Resolution are o file in the'principal office
of the Bond Registrar.
Modification of Reso ution. No change, amendment,
modification or alteration sha 1 be made in the covenants made
with Holders of all Bonds issu d under by the Resolution as
from time to time supplemented without the consent of the
Holders of not less than sixty percent (600) in aggregate
5
�����-'
principal amount of all Bond then outstanding except for
changes, amendments, modific tions and alterations ) made to
cure any ambiguity or formal defect or omission, (b) made
in connection with the issua ce of Additional Bo ds, or (c)
which preserve the exclusion from gross income f interest on
Tax-Exempt Bonds under Secti n 103 of the In rnal Revenue
Code of 1986, as amended, or (d) which woul not materially
prejudice the Holders of out standing Bon ; provided
however , that nothing herein contained all permit or be
construed as permitting (1) n extensi n of the maturity of
the principal of or the inte est on y Bonds, or (2) a
reduction in the principal a ount any Bond or the rate of
interest thereon, or (3) a privil ge or priority of any Bond
or Bonds over any other Bond r onds except as otherwise
provided in the Resolution, o (4 ) a reduction in the
aggregate principal amount o Bonds required for consent of
any change, amendment, modi i ation or altera-tion, or (5) the
creation of any lien rank ' g rior to or on a parity with the
lien of the Bonds, e t as xpressly per-mitted by the
Resolution as supplemented, o (6) a modification of any of
the provisions of this paragr ph, without the consent of the
Holders of one hundred percen ( 100%) of the principal amount
of all Bonds outstanding.
Transfer. This Bon is transferable by the Holder
in person or by his, her or i s attorney duly authorized in
writing at the principal offi e of the Bond Registrar upon
presentation and surrender he eof to the Bond Registrar , all
subject to the terms and cond ' tions provided in the Resolution
and to reasonable regulations of the Issuer contained in any
agreement with the Bond Regis rar . Thereupon the Issuer shall
execute and the Bond Registrar shall authenticate and deliver ,
in exchange for this Bond, one or more new fully registered
Bonds in the name of the trans eree (but not registered in
blank or to "bearer" or simila designation) , of an authorized
denomination or denominations, in aggregate principal amount
equal to the principal amount f this Bond, of the same
maturity and bearing interest t the same rate. Whenever
ownership of this Bond should e transferred under any other
circumstances or be registered in nominee name only, the
registered owner of the Bond s all, if and �o the extent
required to qualify this Bond s being "in registered form"
within the meaning of Section 49 (a) of the federal Internal
Revenue Code of 1986 , as amend d, and at the direction and
expense of the Issuer , maintai for the Issuer a record of the
actual owner of the Bonds.
7
(����.�-
Fees u on Transfer or Loss. The Bond Re ' strac may
require payment of a sum suf icient to cover any ax or other
governmental charge payable 'n connection with e transfer or
exchange of this Bond and an legal or unusual osts regarding
transfers and lost Bonds.
Treatment of Re is ered Owner. e Issuer and Bond
Registrar may treat the pers n in whose me this Bond is
registered as the owner here f for the rpose of receiving
payment as herein provided ( xcept as therwise provided on
the reverse side hereof with respect to the Record Date) and
for all other purposes, whet er or ot this Bond shall be
overdue, and neither the Iss er r the Bond Registrar shall
be affected by notice to the co rary.
Authentication. T is Bond shall not be valid or
become obligatory for any pose or be entitled to any
security unless the Cert ' icate of Authentication hereon shall
have been executed by t Bo Registrar .
Not uali 'ed Tax-E em t Obli ations. The Bonds
have not been d ' nated by t e Issuer as "qualified
tax-exempt obligations" for p rposes of Section 265 (b) (3 ) of
the federal Internal Revenue ode of 1986, as amended.
7
��`���
ABB EVIATIONS
The following abbreviations, when used in the insc ption
on the face of this Bond, sh 11 be construed as thoug they
were written out in full acc rding to applicable law or
regulations:
TEN COM - as tenants in comm n
TEN ENT - as tenants by the ntireties
JT TEN - as joint tenants wi h right of sur vorship
and not as tenants n common
UTMA - as custod an for
(Cust) (Minor)
under the Uniform
( ate)
Transfers to inors Act
Additional revi tions may a7.so be used
tho not i the above list.
7
` .���,-�:;u:u• `��� ���
�•`'*' °='°� CITY OF SAINT PAUL
=�w i�4 �
E• OFFICE OF THE CITY An'ORNEY
o ..�� '~'r
';� 1111'1 11'fl >�
,. ,
�1 �� EDWARD P. STARR, CITY ATTORNEY
��"'��+��:�� ' 647 City Hall, Saint Paul, Minnesota 55102
GEORGE LATIMER 612-298-5121
MAYOR
RECEIVED
.rune 16 , i9ss . ��N 161988
� � . CITY CLERK
Ms . Amelia Zalcman ..
Wood Dawson Smith & Hellman
17 Battery Place -
New York, New York 10004
� Mr. Richard Martin
Briggs & Morgan
2200 First National Bank Buildin •
Saint Paul , Minnesota 55101
RE : City of Saint Paul , Minneso a
$78 , 450 ,000 Sewer Revenue B nds , Series 1988A
Dear Ms . Zalcman and Mr. Martin:
A draft F.rrata correcting the pu lished text of the General
Resolution is enclosed. I anti ipate sending a final draft
to the Leg�l Ledger on Wednesday June 22 , 1988 for publication
, June 25 , 1988 .
. Yours very truly,
Jam s T. Hart
. • Assistant City Attorney �
Enc .
, cc : �i�y ���=k~ (attn. Trudi)
_ ��� �.��`
RR.ATA
Council File No. 88-835 , en itled "CITY OF SAINT PAUL MINNESOTA
GENERAL RESOLUTION RELATING TO S WER REVENUE BONDS" , was adopted by
the City Council on May 24, 1988 , approved May 25 , 1988 and
published in the Saint Paul Lega Ledger on Saturday, June 11 , 1988,
at pages 8 through- 21 . The publ' shed Resolution contained certain
errors by omissions from the tex of the Resolution as adopted by
the City Council and approved by the Mayor. In order to conform
the published text with �the text of the Resolution as adopted and
anproved, this further publicati n is being made.
The following corrections t the text published June 11 , 1988 ,
. will conform the previously publ shed text with the approved text
of the Resolution:
1) At page 13 , revise Section 3 .05(A) to read -
"Section 3 . 05 . Re emption.
(A) Optional Redem tion. All Series 1988A
Bonds maturing on r after December 1�, 1999 ,
shall be subject t redemption and prepayment
at the option of t e City on December 1 , 1998 ,
� and on any Interes Payment Date thereafter at
a price of par plu accrued interest plus a
premium (expressed as a percentage of the
principal amount r deemed) set forth below:
Redem tion Date Redemption Premium
December 1 , 1998 o June 1 , 1999 1"/0 �
December 1 , 1999 a d any
Interest Payment Date thereafter 0%"
.� 2) At page 13 , in Sect'on 3 . 06 in. the blank space
opposite "(a) to th Reserve Account" insert the
� dollar amount "$7 , 8 5 ,000" ; and ,
3) At page 13 , in Sect'on 3. 09(A) in the blank space
following "Policy N . " insert the number "2836BE" , .
and in the blank sp ce following "effective as of"
insert the date "Ju e 1" .
��" �� - ,�°'��'_
_ - _ ___ . .
_ . _
_ _. __ . . .
. . . , -
�
_ " „ . 1-�-'i^f a a�di ..�9�< `M ?�l :@ ,� M f:l�! e n.: �S r ��. .
. . ,
�
l ,, •
. .
,t
;<a� �, •,, . .,;
- - .:�r"�l .-� :r�
: . . . . .. . . - . . . . . . :`f .:;
Cauneil Fi1�-No $@=835. entitlecl ••CI�'�':QF PAUb li[Il�TN$�'
�ENEA.AL RES�Lt1ZTON T������ ,. �. ;-
adopted b the .Ci ����_'� �
3' tY Couacil on M ' 2�,� �$88,. aPW'��d �a�'�,�5, i�;:.i� „
publiahed in t2te$sint Paul Legal ott�8a�a�,Jurie il, 1988.at p�;ges.8
through Z1.1Rie prublish�d Resol�tion ut�a�lt��tain es�ors by aa�issioas��rom -.
the teat oi the Resolutfoa as:a�lopted y the City Council and,appxcived by tl�e
Mayor.Ix�order to�;�� ���,`1��.�yf t3ie,'R�solution as
adopted and approved;=t�s�i. a=���ade:"� .
The tollowing correct;ons to the t p���,��e 11, 1988,wiil coxifprm i
the previously Publishe�text with t�. �F��ec�t�,xt'�the�Aeso�u�,iosi. , ;
1) R,evise Sec�,ion 3�.Oa(a9�to read, '•�3 08,,.Redemption,(A} �� ,,'
Redempt�ori. AIT.-�'eries;1988,� c�,,�,;� � pr.��.�� � ,
'1999,shall:be sqbjeet to redemp 'ott And. � �'' :'i
prepayment at the ogtion o�tlie ,
City on�ember 1, 1998,and o anq Interest Payment Date thereafter a� .�
, a gxic�, gi plus_accrued in rest;plt�s a �remium (e�p�� ,p� g i
. percettt��e;,.�#��lie.}�rin�ipal'� ' '�rede�naed7set'�orth�low: �
Bedempt�n Da#ts � � - �. s$eden�p�ion P�
I�cembei�1,199'8�or-Ju�e 1,19�9 �l�ib
Deeem�Se`r�1��1��AUd anp Int '
-� � Payme�t�te th�'e�ft�er '^ :a� .,a , , ��s , '
. 2) In Section 3.06,in,th�e:blank spa. qP�osite "(a)to t}�e Re�'eYve Atcbws't''t
` insert the dallar,�rtount•`�7,845, ,•;.�tii . ° ;
3) In Section 3:09(�j in the blaak s .tollowi,n,g,"po�ie��o." i�s�rt-,�je
; number "283�HE", and in the b ,s�ace fallowing `•�ive a�s°o�''' ,'
insert the date".�une�". . .
o ''
"' ::(July 2 i988; -
_ .,,__ _ t- - .