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00-763ORIGINAL OF Presented Referred To Council File # p p�'� ` 3 Green Sheet# /b� 1 S 5 MINNESOTA Committee: Date ACCEPTING THE OFFER OF THE MINNESOTA PUBLIC FACILITIES AUTFiORITY TO PURCHASE A $8,965,000 GENERAL OBLIGATION SEWER REVENUE NOTE OF 2000, PROVIDING FOR ITS ISSUANCE, AND AUTHORIZING EXECUTION OF A PROJECT LOAN AGREEMENT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 aa A. WHEREAS, the City Council of the City of Saint Paul, Minnesota (the "City"), has heretofore applied for a loan from the Minnesota Public Facilities Authority (the "PFA") to provide financing pursuant to its charter and Minnesota Statutes, Chapter 475 and Sections 116.19 and 115.46, for the construction of improvements to the City's wastewater treatment facilities, including rehabilitation of portions of the City's sanitary sewer system as part of a twenty-year program (which part is the "Project"); and B. WHEREAS, the PFA is authorized pursuant to Minnesota Statutes, Chapter 446A, as amended, to issue its bonds (the "PFA Bonds") and to use the proceeds thereof, together with certain other funds, to provide loans and other assistance to municipalities to fund eligible costs of construction of publicly owned wastewater treatment facilities in accordance with Title VI of the federal Clean Water Act; and C. WHEREAS, the City has applied for a loan from the PFA pursuant to such program, and the PFA has committed to make a loan to the City in the principal amount of $8,965,000, to be disbursed and repaid in accordance with the terms of a Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement (Water Pollution Control Revolving Fund) (the "Project Loan Agreement��) executed by the PFA and City, a copy of which is before this meeting and on file with the Clerk; and the Project Loan Agreement, as executed, is incorporated by reference; and 1196557.2 Ob-743 D. WHEREAS, the $8,965,000 General Obligation Sewer Revenue Note of 2000 (the "Note") of the City is tax-exempt, and in addition the City will need to assure the tax-exemption of the PFA Bonds; and E. WHEREAS, in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(4), the City is authorized to issue obligations to a board, department or agency of the State of Minnesota by negotiation and without advertisement for bids and the PFA is, and has represented that it is, a board, department or agency of the State of Minnesota; and F. WHEREAS, gross revenues (the "Revenues" as defined in the City's Resolution No. 88-835, adopted May 24, 1988, being referred to herein as the "General Resolution") of the City�s storm and sanitary sewer systems, including all piping, pumps, valves, maintenance equipment and buildings, improvements and real and personal property used in connection therewith, and all funds, accounts, contract rights, permits, authorization, approach and intangibles related thereto (the "Sewer System"), have been pledged to the payment of the City's Sewer Revenue Refunding Bonds, Series 1993 (the "Bonds"), and under the General Resolution the pledge of Revenues to the payment of the Note is required to be junior and subordinated to the pledge to the Bonds; and G. WHEREAS, the City has heretofore issued to the PFA its General Obligation Sewer Revenue Note of 1993 (the ��1993 Note"), General Obligation Sewer Revenue Note of 1994 (the "1994 Note"), General Obligation Sewer Revenue Note of 1995 (the "1995 Note"), General Obligation Sewer Revenue Note of 1996 (the "1996 Note"), General Obligation Sewer Revenue Note of 1997 (the '�1997 Note"), and General Obligation Sewer Revenue Note of 1999 (the "1999 Note"), and under the resolutions authorizing the issuance of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note the pledge of Revenues to the payment of the Note may be on a parity of lien with the pledge to the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note; and H. WHEREAS, a contract or contracts for the Project have been made by the City with the approval of the PFA and all other state and federal agencies of which approval is required: NOW, THEREFORE, BE IT RESOLVED by the Council o£ the City of Saint Paul, Minnesota, as follows: 1. Acceptance of Offer; Payment. The offer of the PFA to purchase an $8,965,000 General Obligation Sewer Revenue Note of 2000 of the City (the "Note"), at the rates of interest hereinafter set forth, and to pay for the Note the sum of $8,965,000 as provided below, is hereby accepted, and the sale of the Note is hereby awarded to the PFA. Payment for the Note 1196557.2 2 p p .'1 �0 3 1 2 3 4 5 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 shall be disbursed in installments as eligible costs of the Project are reimbursed or paid, all as provided in the Project Loan Agreement. 2. Title; Date: Denomination: Interest Rates: Maturities. The Note shall be a fully registered negotiable obligation, shall be titled the "General Obligation Sewer Revenue Note of 2000", shall be dated as of the date of delivery and shall be issued forthwith. The Note shall be in the principal amount o£ $8,965,000, or so much thereof as shall be disbursed pursuant to the Project Loan Agreement, shall bear no interest until February 20, 2002, and from and after February 20, 2002, shall bear interest on so much of the principal amount of the Note as (i) may be disbursed from time to time as provided in the Project Loan Agreement and (ii) remains unpaid, from February 20, 2002, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount of the Note has been paid or has been provided for, at the rate of three and eighty-seven hundredths percent (3.87%) per annum (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Note is payable semiannually on each February 20 and August 20, commencing August 20, 2002. Principal on the Note shall mature on August 20 of the years and in the installments as follows: Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Amount $181,000 347,000 360,000 374,000 388,000 403,000 419,000 435,000 452,000 470,000 Year 2012 2013 2014 2015 2016 2017 2018 2019 2020 Amount $488,000 507,000 526,000 547,000 568,000 590,000 613,000 636,000 661,000 Interest shall accrue only on the aggregate amount of the Note which has been disbursed and is unpaid under the Project Loan Agreement. The principal installments shall be paid in the amounts scheduled above even if at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of the Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid principal installment in the proportion that such installment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments). Principal, interest and any premium due under the Note will be paid on each payment date by wire payment, or by check or draft mailed five days prior to the payment date for 1196557.2 Oo-�`3 1 receipt on or prior to the payment date to the person in whose 2 name the Note is registered, in any coin or currency of the 3 United States which at the time o£ payment is legal tender for 4 public and private debts. 5 6 Interest on the Note includes amounts treated by the 7 PFA as service fees. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 3. Purpose; Cost. The proceeds of the Note shall provide funds to finance construction of the Project. The proceeds of the Note shall be deposited and used as provided in paragraph 9. The Note is issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. The total cost of the construction of the Project, including legal and other professional charges, publication and printing costs, interest accruing on money borrowed for the Project before the collection of Revenues pledged and appropriated therefor, and all other costs neces- sarily incurred and to be incurred from the inception to the completion of the Project, is estimated to be at least equal to the amount of the Note. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 4. Redemption. The Note shall be subject to redemption and prepayment in whole, or in part in $5,000 increments of principal, at the option of the City at the times, under the conditions and with the premiums (if any) and other payments (if any) set forth in the Project Loan Agreement. If redemption is in part, each installment of principal shall be prepaid in the proportion that such installment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments), unless the City and the holder of the Note agree to a different result. 5. Registration of Note. At the time of issuance and delivery of the Note, the officer of the City performing the functions of the treasurer (the "Treasurer") shall register the Note in the name of the payee in a note register which she and her successors in office shall maintain for the purpose of registering the ownership of the Note. The Note shall be prepared for execution with an appropriate text and spaces for notation o£ registration. The force and effect of such regis- tration shall be as stated in the form of Note hereinafter set forth. Payment of principal installments and interest, whether upon redemption or otherwise, made with respect to the Note, may be made to the registered holder thereof or to his, her or its legal representative, without presentation or surrender of the Note except upon the final payment thereof. 1196557.2 4 Oo-'?� 1 6. Form o£ Note. The Note, together with the 2 Certificate of Registration attached thereto, shall be in 3 substantially the following form: 1196557.2 �0-?`3 UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 $8,965,000 GENERAL OBLIGATION SEWER REVENUE NOTE OF 2000 KNOW AL,L, PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "City"), certi£ies that it is indebted and for value received promises to pay to the Minnesota Public Facilities Authority or the registered assign, the principal sum of EIGHT MILLION NINE HUNDRED SIXTY-FIVE THOUSAND DOLLARS, or so much thereof as shall be disbursed, on August 20 of the years and in the installments as follows: Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Amount Year Amount $181,000 347,000 360,000 374,000 388,000 403,000 419,000 435,000 452,000 470,000 2012 2013 2014 2015 2016 2017 2018 2019 2020 $488,000 507,000 526,000 547,000 568,000 590,000 613,000 636,000 661,000 and to pay interest on so much of the principal amount of the debt as (i) may be disbursed from time to time as provided in the Project Loan Agreement (as defined below) and (ii) remains unpaid, from February 20, 2002, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount hereof is paid or has been provided for, at the rate of zero percent (0.0%) per annum from the date hereof until February 20, 2002, and from and after February 20, 2002, at the rate o£ three and eighty-seven hundredths percent (3.87%) per annum (calculated on the basis of a 360-day year of twelve 30-day months). Interest on this Note is payable semiannually on each February 20 and August 20, commencing August 20, 2000. Principal and Interest Payments. Interest shall accrue only on the aggregate amount of this Note which has been disbursed under the Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement (Water Pollution Control Revolving Fund) dated as of August 21, 2000, by and between the City and the Minnesota Public Facilities Authority (the "Project Loan Agreement"). The principal installments shall be paid in the amounts scheduled above even if 1196557.2 ( Co -� � 3 at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of this Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid �rincipal installment in the proportion that such instailment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments). Interest on this Note includes amounts treated by the Minnesota Public Facilities Authority as service fees. Principal, interest and any premium due under this Note will be paid on each payment date by wire payment, or by check or draft mailed five days prior to the payment date for receipt on or prior to the payment date to the person in whose name this Note is registered, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. RedemAtion. This Note is subject to redemption and prepayment in whole, or in part in $5,000 increments of principal, at the option of the City at the times, under the conditions and with the premiums (if any) and other payments (if any) set forth in the Project Loan Agreement. If redemption is in part, each installment of principal shall be prepaid in the proportion that such installment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments), unless the City and the holder of this Note agree to a different result. Purpose; General ObliQation. This Note has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota for the purpose of providing money to finance the construction of improvements to the City's wastewater treatment facilities in the City, including part of a twenty-year program for a total rehabilitation of the sanitary sewer system, and is payable out of the PFA Debt Service Account of the Sewer Service Enterprise Fund of the City, to which account have been pledged gross revenues of the City's sewer system remaining after certain prior uses (effectively "net revenues"). This Note has been issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. This Note constitutes a general obligation of the City, and to provide moneys for the prompt and full payment of said principal installments and interest when the same become due, the full faith, credit and taxing powers of the City have been and are hereby irrevocably pledged. Reaistration; Transfer. This Note shall be registered in the name of the payee on the books of the City by presenting this Note for registration to the City's Treasurer, who will endorse his or her name and note the date of registration opposite the name of the payee in the certificate of registration 1196557.2 7 00 -��3 attached hereto_ Thereafter this Note may be transferred to a bona fide purchaser only by delivery with an assignment duly executed by the registered owner or his, her or its legal representative, and the City may treat the registered owner as the person exclusively entitled to exercise all the rights and powers of an owner until this Note is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the City's Treasurer. Fees Upon Trans£er or Loss. The Treasurer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer of this Note and any legal or unusual costs regarding transfers and lost notes. Project Loan Agreement. The terms and conditions of the Project Loan Agreement are incorporated herein by reference and made a part hereof. The Project Loan Agreement may be attached to this Note, and shall be attached to this Note if the holder of this Note is any person other than the Minnesota Public Facilities Authority. Tax-Exempt Obliaation. The City intends that the interest on this Note will be excluded from gross income for United States income tax purposes and from both gross income and taxable net income for State of Minnesota income tax purposes. Not Oualified Tax-Exempt Oblicration. This Note has not been designated by the City as a"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the federal Internal Revenue Code of 1986, as amended. This Note does not qualify for such designation. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the charter of the City to be done, to happen and to be performed, precedent to and in the issuance of this Note, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; that the City has covenanted and agreed with the holder of this Note that it will impose and collect charges for the service, use and availability of and connection to its municipal sewer system at the times and in amounts necessary to produce net revenues adequate to pay all principal and interest when due on this Note; that the City will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property in the City, without limitation as to rate or amount, for the years and in amounts sufficient to pay the installments of principal and interest on this Note as they respectively become due, if the net revenues from said municipal sewer system and any other revenues 1196557.2 $ Do-�� irrevocably appropriated to said PFA Debt Service Account are insufficient therefor; and that this Note, together with all other debts of the City outstanding on the date hereof, being the date of its actual issuance and delivery, does not exceed any constitutional or statutory or charter limitation of indebtedness. IN WITNESS WAEREOF, the City o£ Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Note to be executed on its behalf by the signature of its Mayor, attested by the signature of its Clerk, and countersigned by the signature of its Director, Office of Financial Services, and the corporate seal of the City to be affixed hereto, all as of , 2000. — CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA X X X Mayor Attest: Clerk (SEAL) Countersigned: X X X Director, Office of Financial Services General Obligation Sewer Revenue Note of 2000. 1196557.2 9 oo-�� CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Note may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF SIGNATURE OF REGISTRATION REGISTERED OWNER CITY TREASURER Minnesota Public Facilities Authority Saint Paul, Minnesota Federal Employer ldenti- , 2000 fication No. 41-6007162 X X X 1196557.2 ]_� �p_��3 7. Execution. The Note shall be executed on behalf of the City by the signatures of its Mayor, Clerk, and Director, Office of Financial Services, each with the effect noted on the form of the Note, and be sealed with the seal of the City. In the event of disability or resignation or other absence of any such officer, the Note may be signed by the manual signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. 8. Delivery; Application of Proceeds. The Note when so prepared and executed shall be delivered by the Director, Office of Financial Services, to the purchaser thereof prior to disbursements pursuant to the Project Loan Agreement, and the purchaser shall not be obliged to see to the proper application thereof. 9. Fund and Accounts. There has heretofore been created (as provided in the General Resolution) a separate fund of the City designated the "Sewer Service Enterprise Fund" (the "Fund"). The Fund shall be maintained in the manner specified in the General Resolution and herein until the Bonds, and interest thereon, have been fully paid, and as specified herein until the Note and interest thereon have been fully paid. There shall be maintained in the Fund, in addition to the Construction Account, Operation and Maintenance Account, Revenue Bond Debt Service Account, Reserve Account and Excess Investment Earnings Account heretofore established with respect to the Bonds, the following two (2) separate accounts which have heretofore been established by the resolution authorizing the issuance of the 1993 Note, to which shall be credited and debited all income and disbursements of the Fund relating to the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note as hereinafter set forth. The Treasurer and all municipal officials and employees concerned therewith shall establish and maintain financial records of the receipts and disbursements of the Sewer System in accordance with this resolution. In such records there shall be maintained accounts of the Fund for the purposes and in the amounts as follows: a. A"PFA Construction Account", to which shall be credited all proceeds received from the sale of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note, to separate subaccounts therein established for the various notes. The 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note shall be the only sources of moneys credited to the PFA Construction Account. It is recognized that the sale proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and 1196557.2 1 1 00-7� Note are received in reimbursement for costs expended on the Project and the projects funded by the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note or in direct payment of such costs, and that accordingly the moneys need not be plaaed in the appropriate subaccount of the PFA Construction Account upon receipt but may be applied immediately to reimburse the source from which the expenditure was made. The moneys in the PFA Construction Account shall be used solely for the purpose of paying for the cost of constructing the Project and the projects funded by the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note, as appropriate for each subaccount, including all costs enumerated in Minnesota Statutes, Section 475.65, provided that such moneys shall only be expended for costs and expenses which are permitted under the Project Loan Agreement or the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note, as applicable. The PFA prohibits the use of proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note to reimburse costs initially paid from proceeds of other obligations of the City, such as the Bonds, unless otherwise specifically approved. Upon completion of the Project and the projects financed by the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note and the payment of the costs thereof respectively, any surplus shall be transferred to the PFA Debt Service Account. b. A"PFA Debt Service Account", to which shall be irrevocably appropriated, pledged and credited: (1) Revenues (as defined in the General Resolution, and as provided in Section 4.03(A) Sixth thereof after certain prior uses thereof, effectively being "net revenues") in an amount sufficient', with other moneys, to pay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note when due; (2) all collections of taxes which may hereafter be levied for the payment of the principal of, and interesC on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 NoCe, 1999 Note or Note; (3) the proceeds of any grant which by the terms of the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note and 1996 Note is required to be applied to reduction or repayment of the 1993 Note, 1994 Note, 1995 Note or 1996 Note; (4) all investment earnings on moneys held in the PFA Debt Service Account; (5) any amounts transferred from the PFA Construction Account; and (6) any other moneys which are properly available and are appropriated by the City Council to the PFA Debt Service Account. The moneys in said account shall be used only to pay or prepay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note and any other general obligation bonds hereafter 1196557.2 1 2 do 1 issued and made payable from said account, and to pay any 2 rebate due to the United States with respect to the Note or 3 to the PFA Bonds in connection with the 1993 Note, 1994 4 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note or Note. c. Excess Revenues may be used for any proper purpose to the extent provided in the General Resolution. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 d. No portion of the proceeds of the Note shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Note was issued, and (2) in addition to the above in an amount not greater than the lesser of five percent (So) of the proceeds of the Note or $100,000. To this effect, any proceeds of the Note and any sums from time to time held in the PFA Construction Account or PFA Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the Note) in excess of amounts which under the federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or minor portion made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Note to be "federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code"). The City shall observe the covenants of paragraphs 16, 17 and 18 of this resolution and of Articles III and VI of the Project Loan Agreement with regard to the Fund. 10. Coverage Test: Pledge of Revenues; Excess Revenues: Paritv Bonds. It is hereby found, determined and declared that the Revenues of the Sewer System are sufficient in amount, when used in the order provided in the General Resolution, to pay when due one hundred five percent (105°s) of the principal of and interest on the Note, and the Revenues of the Sewer System are hereby pledged for the payment of the Note for use in the order provided in the General Resolution, but solely to the extent required to meet, with other pledged sources, one hundred five percent (lOSo) of the principal and interest requirements of the Note as the same become due. Excess Revenues may be used for any proper purpose as provided in the General Resolution. 1196557.2 13 6n-�b� Nothing contained herein shall be deemed to preclude the City from making further pledges and appropriations of the Revenues of the Sewer System for the payment of other or additional obligations of the City, provided that it has first been determined by the City Council that estimated Revenues of the Sewer System will be sufficient, in addition to all other sources and when used in the order provided in the General Resolution, for the payment of the Note and such additional obligations, and any such pledge and appropriation of the Revenues may be made superior or subordinate to, or on a parity with, the pledge and appropriation herein. The Note is issued pursuant to Minnesota Statutes, Section 115.46, and nothing herein shall preclude the City from levying taxes for the payment of the Note. Revenues are hereby pledged to the payment of the Note for use in the order provided in the General Resolution. The lien on Revenues securing the Note is hereby expressly made a lien on Revenues junior and subsequent to the lien of the General Resolution as it applies to the Bonds (as therein defined), all as provided in Section 6.01(A) of the General Resolution. The Note shall be paid from the Operation and Maintenance Account of the Sewer Service Enterprise Fund as provided in Section 4.03(A) Sixth of the General Resolution, and for this purpose it is hereby found, determined and declared that the Note finances Improvements (as defined in the General Resolution). As provided in paragraph 10 of each of the resolutions authorizing issuance of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note, it is hereby found, determined and declared that estimated revenues of the Sewer System will be sufficient, in addition to all other sources, for the payment of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note. The pledge and appropriation o£ the Revenues to the payment of the Note shall be on a parity with the pledge and appropriation to the payment of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note. 11. Pledae to Produce Revenues. In accordance with Minnesota Statutes, Section 116.19, the City hereby covenants and agrees with the holder of the Note that it will impose and collect charges for the service, use and availability of and connection to the Sewer System at the times and in the amounts required to produce Revenues adequate to pay all principal and interest when due on the Note when used in the order provided by the General Resolution. Nothing herein shall preclude the City from levying taxes for the payment of the Note as permitted by Minnesota Statutes, Section 115.46. 12. General Obligation Pledae. The full faith, credit and taxing powers of the City shall be, and are hereby, irrevocably pledged for the prompt and full payment of the 1196557.2 14 Do-1o3 F1 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 principal and interest on the Note as the same respectively become due. If the Revenues of the Sewer System appropriated and pledged to the payment of principal and interest on the Note, together with other funds irrevocably appropriated to the PFA Debt Service Account referred to in paragraph 9 of this resolution, shall at any time be insufficient to pay such principal and interest when due, the City covenants and agrees to levy, without limitation as to rate or amount, an ad valorem tax upon all taxable property in the City sufficient to pay such principal and interest as they become due. If the balance in the PFA Debt Service Account is ever insufficient to pay all principal and interest then due on the Note and any other obligations payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed, with or without interest, from the PFA Debt Service Account when a sufficient balance is available therein. 13. Certificate of ReQistration. The Director, Office of Financial Services, is hereby directed to file a certified copy of this resolution with the officer of Ramsey County, Minnesota, performing the functions of the county auditor (the "County Auditor��), together with such other information as the County Auditor shall require, and to obtain the County Auditor's certificate that the Note has been entered in the County Auditor's Bond Register. 14. Proiect Loan Aareement. The Project Loan Agreement is hereby approved in substantially the form heretofore presented to the City Council, and in the form executed is hereby incorporated by reference and made a part of this resolution. Each and all of the provisions of this resolution relating to the Note are intended to be consistent with the provisions of the Project Loan Agreement, and to the extent that any provision in the Project Loan Agreement is in conflict with this resolution as it relates to the Note, that provision shall control and this resolution shall be deemed accordingly modified. The Mayor, Clerk and Director, Office of Financial Services, are hereby authorized and directed to execute the Project Loan Agreement. The execution of the Project Loan Agreement by the appropriate officers shall be conclusive evidence of the approval of the Project Loan Agreement in accordance with the terms hereof. The Project Loan Agreement may be attached to the Note, and shall be attached to the Note if the holder of the Note is any person other than the PFA. 15. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the PFA, and to the attorneys approving the legality of the issuance of the Note, certified copies of all proceedings and records of the City relating to the Note and to the financial condition and affairs of the City, and such other affidavits, 1196557.2 15 Oo -��3 certificates and information as are required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 16. Necrative Covenants as to Use of Proceeds and Proiect. The City hereby covenants not to use the proceeds of the Note or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as to cause the Note to be a"private activity bond" within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over the term of the Note that would cause it to be a private activity bond, and the average term of the Note is not longer than reasonably necessary for the governmental purpose of the issue. The City hereby covenants not to use the proceeds of the Note in such a manner as to cause the Note to be a"hedge bond" within the meaning of Section 149(g) of the Code. The City hereby covenants not to use the proceeds of the Note or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangement for the cost of the Project, in such a manner as to cause the PFA Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that it will take no actions over the term of the Note that would cause the PFA Bonds to be private activity bonds, and the average term of the Note is not longer than reasonably necessary for its governmental purpose. 17. Tax-Exempt Status of the Note: Rebate; Elections. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Note, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Note, and the rebate of excess investment earnings to the United States. If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Note, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Note, and all such elections shall be, and shall be deemed and treated as, elections of the City. 1196557.2 ]_6 oo= �� 2 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 18. Tax-Exempt Status of the PFA Bonds: Rebate. The City with respect to the Note shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the PFA Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the PFA Bonds, and (3) the rebate of excess investment earnings to the United States. The City covenants and agrees with the PFA and holders of the Note that the investments of proceeds of the Note, including the investment of any revenues pledged to the Note which are considered gross proceeds of the PFA Bonds under the applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the PFA Bonds shall not be arbitrage bonds within the meaning of Section 148 of the Code and any regulations thereunder. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the City hereby certifies that it is not expected that the proceeds of the Note will be used in such manner as to cause the PFA Bonds to be arbitrage bonds under Section 148 of the Code and any regulations thereunder. The Mayor, Clerk, Director, Office of Financial Services, and Treasurer shall furnish a certificate to the PFA embracing or based on the foregoing certification at the time of delivery of the Note to the PFA. 19. No Desianation of Oualified Tax-Exempt Obliqation. The Note, together with other obligations issued or to be issued by the City in 2000, exceeds in amount those which may be qualified as "quali£ied tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and hence is not designated for such purpose. 20. Resolutions Supplemented. The General Resolution and the resolutions authorizing the issuance of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note are hereby supplemented to the extent necessary to give effect to the provisions of paragraph 9 of this resolution. 21. Consent to Reoresentation. The City hereby consents to the representation by Briggs and Morgan, Professional Association, which is acting as the City's bond counsel with respect to the Note, of the PFA with respect to the PFA Bonds and the Note as the PFA's bond counsel pursuant to a special attorney appointment by the Attorney General of the State of Minnesota. 22. Severabilitv. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 1196557.2 �fll bo-'�3 23. Headinas. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. Requested by Department of: YiN/#A1C��f� ��!lGE� B c �� — � Adopted by Council: Date � �' °O° Adoption Certified by Council Secretary e a Approved by Mayor: D t � 'd By: Form Apgtaued by City Attorney gy% � � g`-=�'G _ o-o / Appro d y ayor for S sion to Council e Zs 00-��3 GREEN SHEET ,(� � \-. �S�¢r.w �i1lTYlCNiY CIr 1�-7(3R RGUdl6 �� IIU11L1IILfOMCit01�. I�INICJ�Lf61MMCQi � YYOl� ❑ TOTAL S OF SIGNATURE-PAGES 1_ (CUP ALL LOCATIONS FOR SIGNATUR� resdWian accepts tlie-o�t tifiho Y4rretala.PWYK Far�7rtieeAWtaNY,(�N � P� aS6.965.00D Ge�al ObOpatlOnSewar Revenxe Note �. P�o��G for its ksuanee. and aWtad'IrinD executlonat a pro�ed laan aprem�eM. PUWNWG�fAMMISSION CI&COMMITSEE GML SERVJ6E�COAIMISSIQN banapqicatWr�krS9.985.OD0.rothe.eFA;hecl�rapt+R*ed�'1heState lAep�EUrerotolbw.btatkeCib-b�Yw�sapawaLaD�tlon�aoDe theSlatebcUahanw't. fie�bank.YAereot:freeunh7Fet�uaiY�.Zfiq2.au9aGwCqttlatebeaiaWarectaNe_n�af3.78%I+gamu�a. The.k�a4me[�tsara ' 18 yea�s. Z002 Wouph ZaQO. kNtece& kee Tor 18 mwihs and fhen-bea�sa �ate d�78%whch�k,Well bebw mapaet �. � vriF6e repaid bp�ihe Fias Mffi pe�saNYm eyer workeO.uMer a m�a�t fortl�is departm�t9 YES NO Hac We Ge�soNNm ever Ocen a alY emD�Yae? YES NO Dms Ws�aa�?um P��avldN�net �anne9Y D� bY enY arrent a1Y e�wbNee7 Y64 N4) MlNCparcaJkm a f�rye[ad ��andoY7 rFS rro No l01155 �� _' +, i > a'E'ES NO 7.�. �:..��.�. AC'JOIR�Y NLI1�9t � �.;1?►„ �.Cr..`�+�8fi � ORIGINAL OF Presented Referred To Council File # p p�'� ` 3 Green Sheet# /b� 1 S 5 MINNESOTA Committee: Date ACCEPTING THE OFFER OF THE MINNESOTA PUBLIC FACILITIES AUTFiORITY TO PURCHASE A $8,965,000 GENERAL OBLIGATION SEWER REVENUE NOTE OF 2000, PROVIDING FOR ITS ISSUANCE, AND AUTHORIZING EXECUTION OF A PROJECT LOAN AGREEMENT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 aa A. WHEREAS, the City Council of the City of Saint Paul, Minnesota (the "City"), has heretofore applied for a loan from the Minnesota Public Facilities Authority (the "PFA") to provide financing pursuant to its charter and Minnesota Statutes, Chapter 475 and Sections 116.19 and 115.46, for the construction of improvements to the City's wastewater treatment facilities, including rehabilitation of portions of the City's sanitary sewer system as part of a twenty-year program (which part is the "Project"); and B. WHEREAS, the PFA is authorized pursuant to Minnesota Statutes, Chapter 446A, as amended, to issue its bonds (the "PFA Bonds") and to use the proceeds thereof, together with certain other funds, to provide loans and other assistance to municipalities to fund eligible costs of construction of publicly owned wastewater treatment facilities in accordance with Title VI of the federal Clean Water Act; and C. WHEREAS, the City has applied for a loan from the PFA pursuant to such program, and the PFA has committed to make a loan to the City in the principal amount of $8,965,000, to be disbursed and repaid in accordance with the terms of a Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement (Water Pollution Control Revolving Fund) (the "Project Loan Agreement��) executed by the PFA and City, a copy of which is before this meeting and on file with the Clerk; and the Project Loan Agreement, as executed, is incorporated by reference; and 1196557.2 Ob-743 D. WHEREAS, the $8,965,000 General Obligation Sewer Revenue Note of 2000 (the "Note") of the City is tax-exempt, and in addition the City will need to assure the tax-exemption of the PFA Bonds; and E. WHEREAS, in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(4), the City is authorized to issue obligations to a board, department or agency of the State of Minnesota by negotiation and without advertisement for bids and the PFA is, and has represented that it is, a board, department or agency of the State of Minnesota; and F. WHEREAS, gross revenues (the "Revenues" as defined in the City's Resolution No. 88-835, adopted May 24, 1988, being referred to herein as the "General Resolution") of the City�s storm and sanitary sewer systems, including all piping, pumps, valves, maintenance equipment and buildings, improvements and real and personal property used in connection therewith, and all funds, accounts, contract rights, permits, authorization, approach and intangibles related thereto (the "Sewer System"), have been pledged to the payment of the City's Sewer Revenue Refunding Bonds, Series 1993 (the "Bonds"), and under the General Resolution the pledge of Revenues to the payment of the Note is required to be junior and subordinated to the pledge to the Bonds; and G. WHEREAS, the City has heretofore issued to the PFA its General Obligation Sewer Revenue Note of 1993 (the ��1993 Note"), General Obligation Sewer Revenue Note of 1994 (the "1994 Note"), General Obligation Sewer Revenue Note of 1995 (the "1995 Note"), General Obligation Sewer Revenue Note of 1996 (the "1996 Note"), General Obligation Sewer Revenue Note of 1997 (the '�1997 Note"), and General Obligation Sewer Revenue Note of 1999 (the "1999 Note"), and under the resolutions authorizing the issuance of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note the pledge of Revenues to the payment of the Note may be on a parity of lien with the pledge to the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note; and H. WHEREAS, a contract or contracts for the Project have been made by the City with the approval of the PFA and all other state and federal agencies of which approval is required: NOW, THEREFORE, BE IT RESOLVED by the Council o£ the City of Saint Paul, Minnesota, as follows: 1. Acceptance of Offer; Payment. The offer of the PFA to purchase an $8,965,000 General Obligation Sewer Revenue Note of 2000 of the City (the "Note"), at the rates of interest hereinafter set forth, and to pay for the Note the sum of $8,965,000 as provided below, is hereby accepted, and the sale of the Note is hereby awarded to the PFA. Payment for the Note 1196557.2 2 p p .'1 �0 3 1 2 3 4 5 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 shall be disbursed in installments as eligible costs of the Project are reimbursed or paid, all as provided in the Project Loan Agreement. 2. Title; Date: Denomination: Interest Rates: Maturities. The Note shall be a fully registered negotiable obligation, shall be titled the "General Obligation Sewer Revenue Note of 2000", shall be dated as of the date of delivery and shall be issued forthwith. The Note shall be in the principal amount o£ $8,965,000, or so much thereof as shall be disbursed pursuant to the Project Loan Agreement, shall bear no interest until February 20, 2002, and from and after February 20, 2002, shall bear interest on so much of the principal amount of the Note as (i) may be disbursed from time to time as provided in the Project Loan Agreement and (ii) remains unpaid, from February 20, 2002, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount of the Note has been paid or has been provided for, at the rate of three and eighty-seven hundredths percent (3.87%) per annum (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Note is payable semiannually on each February 20 and August 20, commencing August 20, 2002. Principal on the Note shall mature on August 20 of the years and in the installments as follows: Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Amount $181,000 347,000 360,000 374,000 388,000 403,000 419,000 435,000 452,000 470,000 Year 2012 2013 2014 2015 2016 2017 2018 2019 2020 Amount $488,000 507,000 526,000 547,000 568,000 590,000 613,000 636,000 661,000 Interest shall accrue only on the aggregate amount of the Note which has been disbursed and is unpaid under the Project Loan Agreement. The principal installments shall be paid in the amounts scheduled above even if at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of the Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid principal installment in the proportion that such installment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments). Principal, interest and any premium due under the Note will be paid on each payment date by wire payment, or by check or draft mailed five days prior to the payment date for 1196557.2 Oo-�`3 1 receipt on or prior to the payment date to the person in whose 2 name the Note is registered, in any coin or currency of the 3 United States which at the time o£ payment is legal tender for 4 public and private debts. 5 6 Interest on the Note includes amounts treated by the 7 PFA as service fees. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 3. Purpose; Cost. The proceeds of the Note shall provide funds to finance construction of the Project. The proceeds of the Note shall be deposited and used as provided in paragraph 9. The Note is issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. The total cost of the construction of the Project, including legal and other professional charges, publication and printing costs, interest accruing on money borrowed for the Project before the collection of Revenues pledged and appropriated therefor, and all other costs neces- sarily incurred and to be incurred from the inception to the completion of the Project, is estimated to be at least equal to the amount of the Note. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 4. Redemption. The Note shall be subject to redemption and prepayment in whole, or in part in $5,000 increments of principal, at the option of the City at the times, under the conditions and with the premiums (if any) and other payments (if any) set forth in the Project Loan Agreement. If redemption is in part, each installment of principal shall be prepaid in the proportion that such installment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments), unless the City and the holder of the Note agree to a different result. 5. Registration of Note. At the time of issuance and delivery of the Note, the officer of the City performing the functions of the treasurer (the "Treasurer") shall register the Note in the name of the payee in a note register which she and her successors in office shall maintain for the purpose of registering the ownership of the Note. The Note shall be prepared for execution with an appropriate text and spaces for notation o£ registration. The force and effect of such regis- tration shall be as stated in the form of Note hereinafter set forth. Payment of principal installments and interest, whether upon redemption or otherwise, made with respect to the Note, may be made to the registered holder thereof or to his, her or its legal representative, without presentation or surrender of the Note except upon the final payment thereof. 1196557.2 4 Oo-'?� 1 6. Form o£ Note. The Note, together with the 2 Certificate of Registration attached thereto, shall be in 3 substantially the following form: 1196557.2 �0-?`3 UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 $8,965,000 GENERAL OBLIGATION SEWER REVENUE NOTE OF 2000 KNOW AL,L, PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "City"), certi£ies that it is indebted and for value received promises to pay to the Minnesota Public Facilities Authority or the registered assign, the principal sum of EIGHT MILLION NINE HUNDRED SIXTY-FIVE THOUSAND DOLLARS, or so much thereof as shall be disbursed, on August 20 of the years and in the installments as follows: Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Amount Year Amount $181,000 347,000 360,000 374,000 388,000 403,000 419,000 435,000 452,000 470,000 2012 2013 2014 2015 2016 2017 2018 2019 2020 $488,000 507,000 526,000 547,000 568,000 590,000 613,000 636,000 661,000 and to pay interest on so much of the principal amount of the debt as (i) may be disbursed from time to time as provided in the Project Loan Agreement (as defined below) and (ii) remains unpaid, from February 20, 2002, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount hereof is paid or has been provided for, at the rate of zero percent (0.0%) per annum from the date hereof until February 20, 2002, and from and after February 20, 2002, at the rate o£ three and eighty-seven hundredths percent (3.87%) per annum (calculated on the basis of a 360-day year of twelve 30-day months). Interest on this Note is payable semiannually on each February 20 and August 20, commencing August 20, 2000. Principal and Interest Payments. Interest shall accrue only on the aggregate amount of this Note which has been disbursed under the Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement (Water Pollution Control Revolving Fund) dated as of August 21, 2000, by and between the City and the Minnesota Public Facilities Authority (the "Project Loan Agreement"). The principal installments shall be paid in the amounts scheduled above even if 1196557.2 ( Co -� � 3 at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of this Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid �rincipal installment in the proportion that such instailment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments). Interest on this Note includes amounts treated by the Minnesota Public Facilities Authority as service fees. Principal, interest and any premium due under this Note will be paid on each payment date by wire payment, or by check or draft mailed five days prior to the payment date for receipt on or prior to the payment date to the person in whose name this Note is registered, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. RedemAtion. This Note is subject to redemption and prepayment in whole, or in part in $5,000 increments of principal, at the option of the City at the times, under the conditions and with the premiums (if any) and other payments (if any) set forth in the Project Loan Agreement. If redemption is in part, each installment of principal shall be prepaid in the proportion that such installment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments), unless the City and the holder of this Note agree to a different result. Purpose; General ObliQation. This Note has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota for the purpose of providing money to finance the construction of improvements to the City's wastewater treatment facilities in the City, including part of a twenty-year program for a total rehabilitation of the sanitary sewer system, and is payable out of the PFA Debt Service Account of the Sewer Service Enterprise Fund of the City, to which account have been pledged gross revenues of the City's sewer system remaining after certain prior uses (effectively "net revenues"). This Note has been issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. This Note constitutes a general obligation of the City, and to provide moneys for the prompt and full payment of said principal installments and interest when the same become due, the full faith, credit and taxing powers of the City have been and are hereby irrevocably pledged. Reaistration; Transfer. This Note shall be registered in the name of the payee on the books of the City by presenting this Note for registration to the City's Treasurer, who will endorse his or her name and note the date of registration opposite the name of the payee in the certificate of registration 1196557.2 7 00 -��3 attached hereto_ Thereafter this Note may be transferred to a bona fide purchaser only by delivery with an assignment duly executed by the registered owner or his, her or its legal representative, and the City may treat the registered owner as the person exclusively entitled to exercise all the rights and powers of an owner until this Note is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the City's Treasurer. Fees Upon Trans£er or Loss. The Treasurer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer of this Note and any legal or unusual costs regarding transfers and lost notes. Project Loan Agreement. The terms and conditions of the Project Loan Agreement are incorporated herein by reference and made a part hereof. The Project Loan Agreement may be attached to this Note, and shall be attached to this Note if the holder of this Note is any person other than the Minnesota Public Facilities Authority. Tax-Exempt Obliaation. The City intends that the interest on this Note will be excluded from gross income for United States income tax purposes and from both gross income and taxable net income for State of Minnesota income tax purposes. Not Oualified Tax-Exempt Oblicration. This Note has not been designated by the City as a"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the federal Internal Revenue Code of 1986, as amended. This Note does not qualify for such designation. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the charter of the City to be done, to happen and to be performed, precedent to and in the issuance of this Note, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; that the City has covenanted and agreed with the holder of this Note that it will impose and collect charges for the service, use and availability of and connection to its municipal sewer system at the times and in amounts necessary to produce net revenues adequate to pay all principal and interest when due on this Note; that the City will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property in the City, without limitation as to rate or amount, for the years and in amounts sufficient to pay the installments of principal and interest on this Note as they respectively become due, if the net revenues from said municipal sewer system and any other revenues 1196557.2 $ Do-�� irrevocably appropriated to said PFA Debt Service Account are insufficient therefor; and that this Note, together with all other debts of the City outstanding on the date hereof, being the date of its actual issuance and delivery, does not exceed any constitutional or statutory or charter limitation of indebtedness. IN WITNESS WAEREOF, the City o£ Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Note to be executed on its behalf by the signature of its Mayor, attested by the signature of its Clerk, and countersigned by the signature of its Director, Office of Financial Services, and the corporate seal of the City to be affixed hereto, all as of , 2000. — CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA X X X Mayor Attest: Clerk (SEAL) Countersigned: X X X Director, Office of Financial Services General Obligation Sewer Revenue Note of 2000. 1196557.2 9 oo-�� CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Note may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF SIGNATURE OF REGISTRATION REGISTERED OWNER CITY TREASURER Minnesota Public Facilities Authority Saint Paul, Minnesota Federal Employer ldenti- , 2000 fication No. 41-6007162 X X X 1196557.2 ]_� �p_��3 7. Execution. The Note shall be executed on behalf of the City by the signatures of its Mayor, Clerk, and Director, Office of Financial Services, each with the effect noted on the form of the Note, and be sealed with the seal of the City. In the event of disability or resignation or other absence of any such officer, the Note may be signed by the manual signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. 8. Delivery; Application of Proceeds. The Note when so prepared and executed shall be delivered by the Director, Office of Financial Services, to the purchaser thereof prior to disbursements pursuant to the Project Loan Agreement, and the purchaser shall not be obliged to see to the proper application thereof. 9. Fund and Accounts. There has heretofore been created (as provided in the General Resolution) a separate fund of the City designated the "Sewer Service Enterprise Fund" (the "Fund"). The Fund shall be maintained in the manner specified in the General Resolution and herein until the Bonds, and interest thereon, have been fully paid, and as specified herein until the Note and interest thereon have been fully paid. There shall be maintained in the Fund, in addition to the Construction Account, Operation and Maintenance Account, Revenue Bond Debt Service Account, Reserve Account and Excess Investment Earnings Account heretofore established with respect to the Bonds, the following two (2) separate accounts which have heretofore been established by the resolution authorizing the issuance of the 1993 Note, to which shall be credited and debited all income and disbursements of the Fund relating to the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note as hereinafter set forth. The Treasurer and all municipal officials and employees concerned therewith shall establish and maintain financial records of the receipts and disbursements of the Sewer System in accordance with this resolution. In such records there shall be maintained accounts of the Fund for the purposes and in the amounts as follows: a. A"PFA Construction Account", to which shall be credited all proceeds received from the sale of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note, to separate subaccounts therein established for the various notes. The 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note shall be the only sources of moneys credited to the PFA Construction Account. It is recognized that the sale proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and 1196557.2 1 1 00-7� Note are received in reimbursement for costs expended on the Project and the projects funded by the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note or in direct payment of such costs, and that accordingly the moneys need not be plaaed in the appropriate subaccount of the PFA Construction Account upon receipt but may be applied immediately to reimburse the source from which the expenditure was made. The moneys in the PFA Construction Account shall be used solely for the purpose of paying for the cost of constructing the Project and the projects funded by the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note, as appropriate for each subaccount, including all costs enumerated in Minnesota Statutes, Section 475.65, provided that such moneys shall only be expended for costs and expenses which are permitted under the Project Loan Agreement or the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note, as applicable. The PFA prohibits the use of proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note to reimburse costs initially paid from proceeds of other obligations of the City, such as the Bonds, unless otherwise specifically approved. Upon completion of the Project and the projects financed by the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note and the payment of the costs thereof respectively, any surplus shall be transferred to the PFA Debt Service Account. b. A"PFA Debt Service Account", to which shall be irrevocably appropriated, pledged and credited: (1) Revenues (as defined in the General Resolution, and as provided in Section 4.03(A) Sixth thereof after certain prior uses thereof, effectively being "net revenues") in an amount sufficient', with other moneys, to pay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note when due; (2) all collections of taxes which may hereafter be levied for the payment of the principal of, and interesC on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 NoCe, 1999 Note or Note; (3) the proceeds of any grant which by the terms of the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note and 1996 Note is required to be applied to reduction or repayment of the 1993 Note, 1994 Note, 1995 Note or 1996 Note; (4) all investment earnings on moneys held in the PFA Debt Service Account; (5) any amounts transferred from the PFA Construction Account; and (6) any other moneys which are properly available and are appropriated by the City Council to the PFA Debt Service Account. The moneys in said account shall be used only to pay or prepay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note and any other general obligation bonds hereafter 1196557.2 1 2 do 1 issued and made payable from said account, and to pay any 2 rebate due to the United States with respect to the Note or 3 to the PFA Bonds in connection with the 1993 Note, 1994 4 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note or Note. c. Excess Revenues may be used for any proper purpose to the extent provided in the General Resolution. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 d. No portion of the proceeds of the Note shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Note was issued, and (2) in addition to the above in an amount not greater than the lesser of five percent (So) of the proceeds of the Note or $100,000. To this effect, any proceeds of the Note and any sums from time to time held in the PFA Construction Account or PFA Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the Note) in excess of amounts which under the federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or minor portion made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Note to be "federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code"). The City shall observe the covenants of paragraphs 16, 17 and 18 of this resolution and of Articles III and VI of the Project Loan Agreement with regard to the Fund. 10. Coverage Test: Pledge of Revenues; Excess Revenues: Paritv Bonds. It is hereby found, determined and declared that the Revenues of the Sewer System are sufficient in amount, when used in the order provided in the General Resolution, to pay when due one hundred five percent (105°s) of the principal of and interest on the Note, and the Revenues of the Sewer System are hereby pledged for the payment of the Note for use in the order provided in the General Resolution, but solely to the extent required to meet, with other pledged sources, one hundred five percent (lOSo) of the principal and interest requirements of the Note as the same become due. Excess Revenues may be used for any proper purpose as provided in the General Resolution. 1196557.2 13 6n-�b� Nothing contained herein shall be deemed to preclude the City from making further pledges and appropriations of the Revenues of the Sewer System for the payment of other or additional obligations of the City, provided that it has first been determined by the City Council that estimated Revenues of the Sewer System will be sufficient, in addition to all other sources and when used in the order provided in the General Resolution, for the payment of the Note and such additional obligations, and any such pledge and appropriation of the Revenues may be made superior or subordinate to, or on a parity with, the pledge and appropriation herein. The Note is issued pursuant to Minnesota Statutes, Section 115.46, and nothing herein shall preclude the City from levying taxes for the payment of the Note. Revenues are hereby pledged to the payment of the Note for use in the order provided in the General Resolution. The lien on Revenues securing the Note is hereby expressly made a lien on Revenues junior and subsequent to the lien of the General Resolution as it applies to the Bonds (as therein defined), all as provided in Section 6.01(A) of the General Resolution. The Note shall be paid from the Operation and Maintenance Account of the Sewer Service Enterprise Fund as provided in Section 4.03(A) Sixth of the General Resolution, and for this purpose it is hereby found, determined and declared that the Note finances Improvements (as defined in the General Resolution). As provided in paragraph 10 of each of the resolutions authorizing issuance of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note, it is hereby found, determined and declared that estimated revenues of the Sewer System will be sufficient, in addition to all other sources, for the payment of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note. The pledge and appropriation o£ the Revenues to the payment of the Note shall be on a parity with the pledge and appropriation to the payment of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note. 11. Pledae to Produce Revenues. In accordance with Minnesota Statutes, Section 116.19, the City hereby covenants and agrees with the holder of the Note that it will impose and collect charges for the service, use and availability of and connection to the Sewer System at the times and in the amounts required to produce Revenues adequate to pay all principal and interest when due on the Note when used in the order provided by the General Resolution. Nothing herein shall preclude the City from levying taxes for the payment of the Note as permitted by Minnesota Statutes, Section 115.46. 12. General Obligation Pledae. The full faith, credit and taxing powers of the City shall be, and are hereby, irrevocably pledged for the prompt and full payment of the 1196557.2 14 Do-1o3 F1 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 principal and interest on the Note as the same respectively become due. If the Revenues of the Sewer System appropriated and pledged to the payment of principal and interest on the Note, together with other funds irrevocably appropriated to the PFA Debt Service Account referred to in paragraph 9 of this resolution, shall at any time be insufficient to pay such principal and interest when due, the City covenants and agrees to levy, without limitation as to rate or amount, an ad valorem tax upon all taxable property in the City sufficient to pay such principal and interest as they become due. If the balance in the PFA Debt Service Account is ever insufficient to pay all principal and interest then due on the Note and any other obligations payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed, with or without interest, from the PFA Debt Service Account when a sufficient balance is available therein. 13. Certificate of ReQistration. The Director, Office of Financial Services, is hereby directed to file a certified copy of this resolution with the officer of Ramsey County, Minnesota, performing the functions of the county auditor (the "County Auditor��), together with such other information as the County Auditor shall require, and to obtain the County Auditor's certificate that the Note has been entered in the County Auditor's Bond Register. 14. Proiect Loan Aareement. The Project Loan Agreement is hereby approved in substantially the form heretofore presented to the City Council, and in the form executed is hereby incorporated by reference and made a part of this resolution. Each and all of the provisions of this resolution relating to the Note are intended to be consistent with the provisions of the Project Loan Agreement, and to the extent that any provision in the Project Loan Agreement is in conflict with this resolution as it relates to the Note, that provision shall control and this resolution shall be deemed accordingly modified. The Mayor, Clerk and Director, Office of Financial Services, are hereby authorized and directed to execute the Project Loan Agreement. The execution of the Project Loan Agreement by the appropriate officers shall be conclusive evidence of the approval of the Project Loan Agreement in accordance with the terms hereof. The Project Loan Agreement may be attached to the Note, and shall be attached to the Note if the holder of the Note is any person other than the PFA. 15. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the PFA, and to the attorneys approving the legality of the issuance of the Note, certified copies of all proceedings and records of the City relating to the Note and to the financial condition and affairs of the City, and such other affidavits, 1196557.2 15 Oo -��3 certificates and information as are required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 16. Necrative Covenants as to Use of Proceeds and Proiect. The City hereby covenants not to use the proceeds of the Note or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as to cause the Note to be a"private activity bond" within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over the term of the Note that would cause it to be a private activity bond, and the average term of the Note is not longer than reasonably necessary for the governmental purpose of the issue. The City hereby covenants not to use the proceeds of the Note in such a manner as to cause the Note to be a"hedge bond" within the meaning of Section 149(g) of the Code. The City hereby covenants not to use the proceeds of the Note or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangement for the cost of the Project, in such a manner as to cause the PFA Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that it will take no actions over the term of the Note that would cause the PFA Bonds to be private activity bonds, and the average term of the Note is not longer than reasonably necessary for its governmental purpose. 17. Tax-Exempt Status of the Note: Rebate; Elections. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Note, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Note, and the rebate of excess investment earnings to the United States. If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Note, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Note, and all such elections shall be, and shall be deemed and treated as, elections of the City. 1196557.2 ]_6 oo= �� 2 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 18. Tax-Exempt Status of the PFA Bonds: Rebate. The City with respect to the Note shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the PFA Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the PFA Bonds, and (3) the rebate of excess investment earnings to the United States. The City covenants and agrees with the PFA and holders of the Note that the investments of proceeds of the Note, including the investment of any revenues pledged to the Note which are considered gross proceeds of the PFA Bonds under the applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the PFA Bonds shall not be arbitrage bonds within the meaning of Section 148 of the Code and any regulations thereunder. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the City hereby certifies that it is not expected that the proceeds of the Note will be used in such manner as to cause the PFA Bonds to be arbitrage bonds under Section 148 of the Code and any regulations thereunder. The Mayor, Clerk, Director, Office of Financial Services, and Treasurer shall furnish a certificate to the PFA embracing or based on the foregoing certification at the time of delivery of the Note to the PFA. 19. No Desianation of Oualified Tax-Exempt Obliqation. The Note, together with other obligations issued or to be issued by the City in 2000, exceeds in amount those which may be qualified as "quali£ied tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and hence is not designated for such purpose. 20. Resolutions Supplemented. The General Resolution and the resolutions authorizing the issuance of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note are hereby supplemented to the extent necessary to give effect to the provisions of paragraph 9 of this resolution. 21. Consent to Reoresentation. The City hereby consents to the representation by Briggs and Morgan, Professional Association, which is acting as the City's bond counsel with respect to the Note, of the PFA with respect to the PFA Bonds and the Note as the PFA's bond counsel pursuant to a special attorney appointment by the Attorney General of the State of Minnesota. 22. Severabilitv. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 1196557.2 �fll bo-'�3 23. Headinas. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. Requested by Department of: YiN/#A1C��f� ��!lGE� B c �� — � Adopted by Council: Date � �' °O° Adoption Certified by Council Secretary e a Approved by Mayor: D t � 'd By: Form Apgtaued by City Attorney gy% � � g`-=�'G _ o-o / Appro d y ayor for S sion to Council e Zs 00-��3 GREEN SHEET ,(� � \-. �S�¢r.w �i1lTYlCNiY CIr 1�-7(3R RGUdl6 �� IIU11L1IILfOMCit01�. I�INICJ�Lf61MMCQi � YYOl� ❑ TOTAL S OF SIGNATURE-PAGES 1_ (CUP ALL LOCATIONS FOR SIGNATUR� resdWian accepts tlie-o�t tifiho Y4rretala.PWYK Far�7rtieeAWtaNY,(�N � P� aS6.965.00D Ge�al ObOpatlOnSewar Revenxe Note �. P�o��G for its ksuanee. and aWtad'IrinD executlonat a pro�ed laan aprem�eM. PUWNWG�fAMMISSION CI&COMMITSEE GML SERVJ6E�COAIMISSIQN banapqicatWr�krS9.985.OD0.rothe.eFA;hecl�rapt+R*ed�'1heState lAep�EUrerotolbw.btatkeCib-b�Yw�sapawaLaD�tlon�aoDe theSlatebcUahanw't. fie�bank.YAereot:freeunh7Fet�uaiY�.Zfiq2.au9aGwCqttlatebeaiaWarectaNe_n�af3.78%I+gamu�a. The.k�a4me[�tsara ' 18 yea�s. Z002 Wouph ZaQO. kNtece& kee Tor 18 mwihs and fhen-bea�sa �ate d�78%whch�k,Well bebw mapaet �. � vriF6e repaid bp�ihe Fias Mffi pe�saNYm eyer workeO.uMer a m�a�t fortl�is departm�t9 YES NO Hac We Ge�soNNm ever Ocen a alY emD�Yae? YES NO Dms Ws�aa�?um P��avldN�net �anne9Y D� bY enY arrent a1Y e�wbNee7 Y64 N4) MlNCparcaJkm a f�rye[ad ��andoY7 rFS rro No l01155 �� _' +, i > a'E'ES NO 7.�. �:..��.�. AC'JOIR�Y NLI1�9t � �.;1?►„ �.Cr..`�+�8fi � ORIGINAL OF Presented Referred To Council File # p p�'� ` 3 Green Sheet# /b� 1 S 5 MINNESOTA Committee: Date ACCEPTING THE OFFER OF THE MINNESOTA PUBLIC FACILITIES AUTFiORITY TO PURCHASE A $8,965,000 GENERAL OBLIGATION SEWER REVENUE NOTE OF 2000, PROVIDING FOR ITS ISSUANCE, AND AUTHORIZING EXECUTION OF A PROJECT LOAN AGREEMENT 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 aa A. WHEREAS, the City Council of the City of Saint Paul, Minnesota (the "City"), has heretofore applied for a loan from the Minnesota Public Facilities Authority (the "PFA") to provide financing pursuant to its charter and Minnesota Statutes, Chapter 475 and Sections 116.19 and 115.46, for the construction of improvements to the City's wastewater treatment facilities, including rehabilitation of portions of the City's sanitary sewer system as part of a twenty-year program (which part is the "Project"); and B. WHEREAS, the PFA is authorized pursuant to Minnesota Statutes, Chapter 446A, as amended, to issue its bonds (the "PFA Bonds") and to use the proceeds thereof, together with certain other funds, to provide loans and other assistance to municipalities to fund eligible costs of construction of publicly owned wastewater treatment facilities in accordance with Title VI of the federal Clean Water Act; and C. WHEREAS, the City has applied for a loan from the PFA pursuant to such program, and the PFA has committed to make a loan to the City in the principal amount of $8,965,000, to be disbursed and repaid in accordance with the terms of a Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement (Water Pollution Control Revolving Fund) (the "Project Loan Agreement��) executed by the PFA and City, a copy of which is before this meeting and on file with the Clerk; and the Project Loan Agreement, as executed, is incorporated by reference; and 1196557.2 Ob-743 D. WHEREAS, the $8,965,000 General Obligation Sewer Revenue Note of 2000 (the "Note") of the City is tax-exempt, and in addition the City will need to assure the tax-exemption of the PFA Bonds; and E. WHEREAS, in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(4), the City is authorized to issue obligations to a board, department or agency of the State of Minnesota by negotiation and without advertisement for bids and the PFA is, and has represented that it is, a board, department or agency of the State of Minnesota; and F. WHEREAS, gross revenues (the "Revenues" as defined in the City's Resolution No. 88-835, adopted May 24, 1988, being referred to herein as the "General Resolution") of the City�s storm and sanitary sewer systems, including all piping, pumps, valves, maintenance equipment and buildings, improvements and real and personal property used in connection therewith, and all funds, accounts, contract rights, permits, authorization, approach and intangibles related thereto (the "Sewer System"), have been pledged to the payment of the City's Sewer Revenue Refunding Bonds, Series 1993 (the "Bonds"), and under the General Resolution the pledge of Revenues to the payment of the Note is required to be junior and subordinated to the pledge to the Bonds; and G. WHEREAS, the City has heretofore issued to the PFA its General Obligation Sewer Revenue Note of 1993 (the ��1993 Note"), General Obligation Sewer Revenue Note of 1994 (the "1994 Note"), General Obligation Sewer Revenue Note of 1995 (the "1995 Note"), General Obligation Sewer Revenue Note of 1996 (the "1996 Note"), General Obligation Sewer Revenue Note of 1997 (the '�1997 Note"), and General Obligation Sewer Revenue Note of 1999 (the "1999 Note"), and under the resolutions authorizing the issuance of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note the pledge of Revenues to the payment of the Note may be on a parity of lien with the pledge to the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note; and H. WHEREAS, a contract or contracts for the Project have been made by the City with the approval of the PFA and all other state and federal agencies of which approval is required: NOW, THEREFORE, BE IT RESOLVED by the Council o£ the City of Saint Paul, Minnesota, as follows: 1. Acceptance of Offer; Payment. The offer of the PFA to purchase an $8,965,000 General Obligation Sewer Revenue Note of 2000 of the City (the "Note"), at the rates of interest hereinafter set forth, and to pay for the Note the sum of $8,965,000 as provided below, is hereby accepted, and the sale of the Note is hereby awarded to the PFA. Payment for the Note 1196557.2 2 p p .'1 �0 3 1 2 3 4 5 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 shall be disbursed in installments as eligible costs of the Project are reimbursed or paid, all as provided in the Project Loan Agreement. 2. Title; Date: Denomination: Interest Rates: Maturities. The Note shall be a fully registered negotiable obligation, shall be titled the "General Obligation Sewer Revenue Note of 2000", shall be dated as of the date of delivery and shall be issued forthwith. The Note shall be in the principal amount o£ $8,965,000, or so much thereof as shall be disbursed pursuant to the Project Loan Agreement, shall bear no interest until February 20, 2002, and from and after February 20, 2002, shall bear interest on so much of the principal amount of the Note as (i) may be disbursed from time to time as provided in the Project Loan Agreement and (ii) remains unpaid, from February 20, 2002, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount of the Note has been paid or has been provided for, at the rate of three and eighty-seven hundredths percent (3.87%) per annum (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Note is payable semiannually on each February 20 and August 20, commencing August 20, 2002. Principal on the Note shall mature on August 20 of the years and in the installments as follows: Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Amount $181,000 347,000 360,000 374,000 388,000 403,000 419,000 435,000 452,000 470,000 Year 2012 2013 2014 2015 2016 2017 2018 2019 2020 Amount $488,000 507,000 526,000 547,000 568,000 590,000 613,000 636,000 661,000 Interest shall accrue only on the aggregate amount of the Note which has been disbursed and is unpaid under the Project Loan Agreement. The principal installments shall be paid in the amounts scheduled above even if at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of the Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid principal installment in the proportion that such installment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments). Principal, interest and any premium due under the Note will be paid on each payment date by wire payment, or by check or draft mailed five days prior to the payment date for 1196557.2 Oo-�`3 1 receipt on or prior to the payment date to the person in whose 2 name the Note is registered, in any coin or currency of the 3 United States which at the time o£ payment is legal tender for 4 public and private debts. 5 6 Interest on the Note includes amounts treated by the 7 PFA as service fees. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 3. Purpose; Cost. The proceeds of the Note shall provide funds to finance construction of the Project. The proceeds of the Note shall be deposited and used as provided in paragraph 9. The Note is issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. The total cost of the construction of the Project, including legal and other professional charges, publication and printing costs, interest accruing on money borrowed for the Project before the collection of Revenues pledged and appropriated therefor, and all other costs neces- sarily incurred and to be incurred from the inception to the completion of the Project, is estimated to be at least equal to the amount of the Note. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 4. Redemption. The Note shall be subject to redemption and prepayment in whole, or in part in $5,000 increments of principal, at the option of the City at the times, under the conditions and with the premiums (if any) and other payments (if any) set forth in the Project Loan Agreement. If redemption is in part, each installment of principal shall be prepaid in the proportion that such installment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments), unless the City and the holder of the Note agree to a different result. 5. Registration of Note. At the time of issuance and delivery of the Note, the officer of the City performing the functions of the treasurer (the "Treasurer") shall register the Note in the name of the payee in a note register which she and her successors in office shall maintain for the purpose of registering the ownership of the Note. The Note shall be prepared for execution with an appropriate text and spaces for notation o£ registration. The force and effect of such regis- tration shall be as stated in the form of Note hereinafter set forth. Payment of principal installments and interest, whether upon redemption or otherwise, made with respect to the Note, may be made to the registered holder thereof or to his, her or its legal representative, without presentation or surrender of the Note except upon the final payment thereof. 1196557.2 4 Oo-'?� 1 6. Form o£ Note. The Note, together with the 2 Certificate of Registration attached thereto, shall be in 3 substantially the following form: 1196557.2 �0-?`3 UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 $8,965,000 GENERAL OBLIGATION SEWER REVENUE NOTE OF 2000 KNOW AL,L, PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "City"), certi£ies that it is indebted and for value received promises to pay to the Minnesota Public Facilities Authority or the registered assign, the principal sum of EIGHT MILLION NINE HUNDRED SIXTY-FIVE THOUSAND DOLLARS, or so much thereof as shall be disbursed, on August 20 of the years and in the installments as follows: Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Amount Year Amount $181,000 347,000 360,000 374,000 388,000 403,000 419,000 435,000 452,000 470,000 2012 2013 2014 2015 2016 2017 2018 2019 2020 $488,000 507,000 526,000 547,000 568,000 590,000 613,000 636,000 661,000 and to pay interest on so much of the principal amount of the debt as (i) may be disbursed from time to time as provided in the Project Loan Agreement (as defined below) and (ii) remains unpaid, from February 20, 2002, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount hereof is paid or has been provided for, at the rate of zero percent (0.0%) per annum from the date hereof until February 20, 2002, and from and after February 20, 2002, at the rate o£ three and eighty-seven hundredths percent (3.87%) per annum (calculated on the basis of a 360-day year of twelve 30-day months). Interest on this Note is payable semiannually on each February 20 and August 20, commencing August 20, 2000. Principal and Interest Payments. Interest shall accrue only on the aggregate amount of this Note which has been disbursed under the Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement (Water Pollution Control Revolving Fund) dated as of August 21, 2000, by and between the City and the Minnesota Public Facilities Authority (the "Project Loan Agreement"). The principal installments shall be paid in the amounts scheduled above even if 1196557.2 ( Co -� � 3 at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of this Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid �rincipal installment in the proportion that such instailment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments). Interest on this Note includes amounts treated by the Minnesota Public Facilities Authority as service fees. Principal, interest and any premium due under this Note will be paid on each payment date by wire payment, or by check or draft mailed five days prior to the payment date for receipt on or prior to the payment date to the person in whose name this Note is registered, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. RedemAtion. This Note is subject to redemption and prepayment in whole, or in part in $5,000 increments of principal, at the option of the City at the times, under the conditions and with the premiums (if any) and other payments (if any) set forth in the Project Loan Agreement. If redemption is in part, each installment of principal shall be prepaid in the proportion that such installment bears to the total of all unpaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide proportionately reduced principal payments), unless the City and the holder of this Note agree to a different result. Purpose; General ObliQation. This Note has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota for the purpose of providing money to finance the construction of improvements to the City's wastewater treatment facilities in the City, including part of a twenty-year program for a total rehabilitation of the sanitary sewer system, and is payable out of the PFA Debt Service Account of the Sewer Service Enterprise Fund of the City, to which account have been pledged gross revenues of the City's sewer system remaining after certain prior uses (effectively "net revenues"). This Note has been issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. This Note constitutes a general obligation of the City, and to provide moneys for the prompt and full payment of said principal installments and interest when the same become due, the full faith, credit and taxing powers of the City have been and are hereby irrevocably pledged. Reaistration; Transfer. This Note shall be registered in the name of the payee on the books of the City by presenting this Note for registration to the City's Treasurer, who will endorse his or her name and note the date of registration opposite the name of the payee in the certificate of registration 1196557.2 7 00 -��3 attached hereto_ Thereafter this Note may be transferred to a bona fide purchaser only by delivery with an assignment duly executed by the registered owner or his, her or its legal representative, and the City may treat the registered owner as the person exclusively entitled to exercise all the rights and powers of an owner until this Note is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the City's Treasurer. Fees Upon Trans£er or Loss. The Treasurer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer of this Note and any legal or unusual costs regarding transfers and lost notes. Project Loan Agreement. The terms and conditions of the Project Loan Agreement are incorporated herein by reference and made a part hereof. The Project Loan Agreement may be attached to this Note, and shall be attached to this Note if the holder of this Note is any person other than the Minnesota Public Facilities Authority. Tax-Exempt Obliaation. The City intends that the interest on this Note will be excluded from gross income for United States income tax purposes and from both gross income and taxable net income for State of Minnesota income tax purposes. Not Oualified Tax-Exempt Oblicration. This Note has not been designated by the City as a"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the federal Internal Revenue Code of 1986, as amended. This Note does not qualify for such designation. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the charter of the City to be done, to happen and to be performed, precedent to and in the issuance of this Note, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; that the City has covenanted and agreed with the holder of this Note that it will impose and collect charges for the service, use and availability of and connection to its municipal sewer system at the times and in amounts necessary to produce net revenues adequate to pay all principal and interest when due on this Note; that the City will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property in the City, without limitation as to rate or amount, for the years and in amounts sufficient to pay the installments of principal and interest on this Note as they respectively become due, if the net revenues from said municipal sewer system and any other revenues 1196557.2 $ Do-�� irrevocably appropriated to said PFA Debt Service Account are insufficient therefor; and that this Note, together with all other debts of the City outstanding on the date hereof, being the date of its actual issuance and delivery, does not exceed any constitutional or statutory or charter limitation of indebtedness. IN WITNESS WAEREOF, the City o£ Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Note to be executed on its behalf by the signature of its Mayor, attested by the signature of its Clerk, and countersigned by the signature of its Director, Office of Financial Services, and the corporate seal of the City to be affixed hereto, all as of , 2000. — CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA X X X Mayor Attest: Clerk (SEAL) Countersigned: X X X Director, Office of Financial Services General Obligation Sewer Revenue Note of 2000. 1196557.2 9 oo-�� CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Note may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF SIGNATURE OF REGISTRATION REGISTERED OWNER CITY TREASURER Minnesota Public Facilities Authority Saint Paul, Minnesota Federal Employer ldenti- , 2000 fication No. 41-6007162 X X X 1196557.2 ]_� �p_��3 7. Execution. The Note shall be executed on behalf of the City by the signatures of its Mayor, Clerk, and Director, Office of Financial Services, each with the effect noted on the form of the Note, and be sealed with the seal of the City. In the event of disability or resignation or other absence of any such officer, the Note may be signed by the manual signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. 8. Delivery; Application of Proceeds. The Note when so prepared and executed shall be delivered by the Director, Office of Financial Services, to the purchaser thereof prior to disbursements pursuant to the Project Loan Agreement, and the purchaser shall not be obliged to see to the proper application thereof. 9. Fund and Accounts. There has heretofore been created (as provided in the General Resolution) a separate fund of the City designated the "Sewer Service Enterprise Fund" (the "Fund"). The Fund shall be maintained in the manner specified in the General Resolution and herein until the Bonds, and interest thereon, have been fully paid, and as specified herein until the Note and interest thereon have been fully paid. There shall be maintained in the Fund, in addition to the Construction Account, Operation and Maintenance Account, Revenue Bond Debt Service Account, Reserve Account and Excess Investment Earnings Account heretofore established with respect to the Bonds, the following two (2) separate accounts which have heretofore been established by the resolution authorizing the issuance of the 1993 Note, to which shall be credited and debited all income and disbursements of the Fund relating to the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note as hereinafter set forth. The Treasurer and all municipal officials and employees concerned therewith shall establish and maintain financial records of the receipts and disbursements of the Sewer System in accordance with this resolution. In such records there shall be maintained accounts of the Fund for the purposes and in the amounts as follows: a. A"PFA Construction Account", to which shall be credited all proceeds received from the sale of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note, to separate subaccounts therein established for the various notes. The 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note shall be the only sources of moneys credited to the PFA Construction Account. It is recognized that the sale proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and 1196557.2 1 1 00-7� Note are received in reimbursement for costs expended on the Project and the projects funded by the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note or in direct payment of such costs, and that accordingly the moneys need not be plaaed in the appropriate subaccount of the PFA Construction Account upon receipt but may be applied immediately to reimburse the source from which the expenditure was made. The moneys in the PFA Construction Account shall be used solely for the purpose of paying for the cost of constructing the Project and the projects funded by the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note, as appropriate for each subaccount, including all costs enumerated in Minnesota Statutes, Section 475.65, provided that such moneys shall only be expended for costs and expenses which are permitted under the Project Loan Agreement or the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note, as applicable. The PFA prohibits the use of proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note to reimburse costs initially paid from proceeds of other obligations of the City, such as the Bonds, unless otherwise specifically approved. Upon completion of the Project and the projects financed by the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note and the payment of the costs thereof respectively, any surplus shall be transferred to the PFA Debt Service Account. b. A"PFA Debt Service Account", to which shall be irrevocably appropriated, pledged and credited: (1) Revenues (as defined in the General Resolution, and as provided in Section 4.03(A) Sixth thereof after certain prior uses thereof, effectively being "net revenues") in an amount sufficient', with other moneys, to pay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note when due; (2) all collections of taxes which may hereafter be levied for the payment of the principal of, and interesC on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 NoCe, 1999 Note or Note; (3) the proceeds of any grant which by the terms of the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note and 1996 Note is required to be applied to reduction or repayment of the 1993 Note, 1994 Note, 1995 Note or 1996 Note; (4) all investment earnings on moneys held in the PFA Debt Service Account; (5) any amounts transferred from the PFA Construction Account; and (6) any other moneys which are properly available and are appropriated by the City Council to the PFA Debt Service Account. The moneys in said account shall be used only to pay or prepay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note and any other general obligation bonds hereafter 1196557.2 1 2 do 1 issued and made payable from said account, and to pay any 2 rebate due to the United States with respect to the Note or 3 to the PFA Bonds in connection with the 1993 Note, 1994 4 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note or Note. c. Excess Revenues may be used for any proper purpose to the extent provided in the General Resolution. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 d. No portion of the proceeds of the Note shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Note was issued, and (2) in addition to the above in an amount not greater than the lesser of five percent (So) of the proceeds of the Note or $100,000. To this effect, any proceeds of the Note and any sums from time to time held in the PFA Construction Account or PFA Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the Note) in excess of amounts which under the federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or minor portion made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Note to be "federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code"). The City shall observe the covenants of paragraphs 16, 17 and 18 of this resolution and of Articles III and VI of the Project Loan Agreement with regard to the Fund. 10. Coverage Test: Pledge of Revenues; Excess Revenues: Paritv Bonds. It is hereby found, determined and declared that the Revenues of the Sewer System are sufficient in amount, when used in the order provided in the General Resolution, to pay when due one hundred five percent (105°s) of the principal of and interest on the Note, and the Revenues of the Sewer System are hereby pledged for the payment of the Note for use in the order provided in the General Resolution, but solely to the extent required to meet, with other pledged sources, one hundred five percent (lOSo) of the principal and interest requirements of the Note as the same become due. Excess Revenues may be used for any proper purpose as provided in the General Resolution. 1196557.2 13 6n-�b� Nothing contained herein shall be deemed to preclude the City from making further pledges and appropriations of the Revenues of the Sewer System for the payment of other or additional obligations of the City, provided that it has first been determined by the City Council that estimated Revenues of the Sewer System will be sufficient, in addition to all other sources and when used in the order provided in the General Resolution, for the payment of the Note and such additional obligations, and any such pledge and appropriation of the Revenues may be made superior or subordinate to, or on a parity with, the pledge and appropriation herein. The Note is issued pursuant to Minnesota Statutes, Section 115.46, and nothing herein shall preclude the City from levying taxes for the payment of the Note. Revenues are hereby pledged to the payment of the Note for use in the order provided in the General Resolution. The lien on Revenues securing the Note is hereby expressly made a lien on Revenues junior and subsequent to the lien of the General Resolution as it applies to the Bonds (as therein defined), all as provided in Section 6.01(A) of the General Resolution. The Note shall be paid from the Operation and Maintenance Account of the Sewer Service Enterprise Fund as provided in Section 4.03(A) Sixth of the General Resolution, and for this purpose it is hereby found, determined and declared that the Note finances Improvements (as defined in the General Resolution). As provided in paragraph 10 of each of the resolutions authorizing issuance of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note, it is hereby found, determined and declared that estimated revenues of the Sewer System will be sufficient, in addition to all other sources, for the payment of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note, 1999 Note and Note. The pledge and appropriation o£ the Revenues to the payment of the Note shall be on a parity with the pledge and appropriation to the payment of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note. 11. Pledae to Produce Revenues. In accordance with Minnesota Statutes, Section 116.19, the City hereby covenants and agrees with the holder of the Note that it will impose and collect charges for the service, use and availability of and connection to the Sewer System at the times and in the amounts required to produce Revenues adequate to pay all principal and interest when due on the Note when used in the order provided by the General Resolution. Nothing herein shall preclude the City from levying taxes for the payment of the Note as permitted by Minnesota Statutes, Section 115.46. 12. General Obligation Pledae. The full faith, credit and taxing powers of the City shall be, and are hereby, irrevocably pledged for the prompt and full payment of the 1196557.2 14 Do-1o3 F1 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 principal and interest on the Note as the same respectively become due. If the Revenues of the Sewer System appropriated and pledged to the payment of principal and interest on the Note, together with other funds irrevocably appropriated to the PFA Debt Service Account referred to in paragraph 9 of this resolution, shall at any time be insufficient to pay such principal and interest when due, the City covenants and agrees to levy, without limitation as to rate or amount, an ad valorem tax upon all taxable property in the City sufficient to pay such principal and interest as they become due. If the balance in the PFA Debt Service Account is ever insufficient to pay all principal and interest then due on the Note and any other obligations payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed, with or without interest, from the PFA Debt Service Account when a sufficient balance is available therein. 13. Certificate of ReQistration. The Director, Office of Financial Services, is hereby directed to file a certified copy of this resolution with the officer of Ramsey County, Minnesota, performing the functions of the county auditor (the "County Auditor��), together with such other information as the County Auditor shall require, and to obtain the County Auditor's certificate that the Note has been entered in the County Auditor's Bond Register. 14. Proiect Loan Aareement. The Project Loan Agreement is hereby approved in substantially the form heretofore presented to the City Council, and in the form executed is hereby incorporated by reference and made a part of this resolution. Each and all of the provisions of this resolution relating to the Note are intended to be consistent with the provisions of the Project Loan Agreement, and to the extent that any provision in the Project Loan Agreement is in conflict with this resolution as it relates to the Note, that provision shall control and this resolution shall be deemed accordingly modified. The Mayor, Clerk and Director, Office of Financial Services, are hereby authorized and directed to execute the Project Loan Agreement. The execution of the Project Loan Agreement by the appropriate officers shall be conclusive evidence of the approval of the Project Loan Agreement in accordance with the terms hereof. The Project Loan Agreement may be attached to the Note, and shall be attached to the Note if the holder of the Note is any person other than the PFA. 15. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the PFA, and to the attorneys approving the legality of the issuance of the Note, certified copies of all proceedings and records of the City relating to the Note and to the financial condition and affairs of the City, and such other affidavits, 1196557.2 15 Oo -��3 certificates and information as are required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 16. Necrative Covenants as to Use of Proceeds and Proiect. The City hereby covenants not to use the proceeds of the Note or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as to cause the Note to be a"private activity bond" within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over the term of the Note that would cause it to be a private activity bond, and the average term of the Note is not longer than reasonably necessary for the governmental purpose of the issue. The City hereby covenants not to use the proceeds of the Note in such a manner as to cause the Note to be a"hedge bond" within the meaning of Section 149(g) of the Code. The City hereby covenants not to use the proceeds of the Note or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangement for the cost of the Project, in such a manner as to cause the PFA Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that it will take no actions over the term of the Note that would cause the PFA Bonds to be private activity bonds, and the average term of the Note is not longer than reasonably necessary for its governmental purpose. 17. Tax-Exempt Status of the Note: Rebate; Elections. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Note, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Note, and the rebate of excess investment earnings to the United States. If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Note, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Note, and all such elections shall be, and shall be deemed and treated as, elections of the City. 1196557.2 ]_6 oo= �� 2 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 18. Tax-Exempt Status of the PFA Bonds: Rebate. The City with respect to the Note shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the PFA Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the PFA Bonds, and (3) the rebate of excess investment earnings to the United States. The City covenants and agrees with the PFA and holders of the Note that the investments of proceeds of the Note, including the investment of any revenues pledged to the Note which are considered gross proceeds of the PFA Bonds under the applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the PFA Bonds shall not be arbitrage bonds within the meaning of Section 148 of the Code and any regulations thereunder. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the City hereby certifies that it is not expected that the proceeds of the Note will be used in such manner as to cause the PFA Bonds to be arbitrage bonds under Section 148 of the Code and any regulations thereunder. The Mayor, Clerk, Director, Office of Financial Services, and Treasurer shall furnish a certificate to the PFA embracing or based on the foregoing certification at the time of delivery of the Note to the PFA. 19. No Desianation of Oualified Tax-Exempt Obliqation. The Note, together with other obligations issued or to be issued by the City in 2000, exceeds in amount those which may be qualified as "quali£ied tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and hence is not designated for such purpose. 20. Resolutions Supplemented. The General Resolution and the resolutions authorizing the issuance of the 1993 Note, 1994 Note, 1995 Note, 1996 Note, 1997 Note and 1999 Note are hereby supplemented to the extent necessary to give effect to the provisions of paragraph 9 of this resolution. 21. Consent to Reoresentation. The City hereby consents to the representation by Briggs and Morgan, Professional Association, which is acting as the City's bond counsel with respect to the Note, of the PFA with respect to the PFA Bonds and the Note as the PFA's bond counsel pursuant to a special attorney appointment by the Attorney General of the State of Minnesota. 22. Severabilitv. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 1196557.2 �fll bo-'�3 23. Headinas. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. Requested by Department of: YiN/#A1C��f� ��!lGE� B c �� — � Adopted by Council: Date � �' °O° Adoption Certified by Council Secretary e a Approved by Mayor: D t � 'd By: Form Apgtaued by City Attorney gy% � � g`-=�'G _ o-o / Appro d y ayor for S sion to Council e Zs 00-��3 GREEN SHEET ,(� � \-. �S�¢r.w �i1lTYlCNiY CIr 1�-7(3R RGUdl6 �� IIU11L1IILfOMCit01�. I�INICJ�Lf61MMCQi � YYOl� ❑ TOTAL S OF SIGNATURE-PAGES 1_ (CUP ALL LOCATIONS FOR SIGNATUR� resdWian accepts tlie-o�t tifiho Y4rretala.PWYK Far�7rtieeAWtaNY,(�N � P� aS6.965.00D Ge�al ObOpatlOnSewar Revenxe Note �. P�o��G for its ksuanee. and aWtad'IrinD executlonat a pro�ed laan aprem�eM. PUWNWG�fAMMISSION CI&COMMITSEE GML SERVJ6E�COAIMISSIQN banapqicatWr�krS9.985.OD0.rothe.eFA;hecl�rapt+R*ed�'1heState lAep�EUrerotolbw.btatkeCib-b�Yw�sapawaLaD�tlon�aoDe theSlatebcUahanw't. fie�bank.YAereot:freeunh7Fet�uaiY�.Zfiq2.au9aGwCqttlatebeaiaWarectaNe_n�af3.78%I+gamu�a. The.k�a4me[�tsara ' 18 yea�s. Z002 Wouph ZaQO. kNtece& kee Tor 18 mwihs and fhen-bea�sa �ate d�78%whch�k,Well bebw mapaet �. � vriF6e repaid bp�ihe Fias Mffi pe�saNYm eyer workeO.uMer a m�a�t fortl�is departm�t9 YES NO Hac We Ge�soNNm ever Ocen a alY emD�Yae? YES NO Dms Ws�aa�?um P��avldN�net �anne9Y D� bY enY arrent a1Y e�wbNee7 Y64 N4) MlNCparcaJkm a f�rye[ad ��andoY7 rFS rro No l01155 �� _' +, i > a'E'ES NO 7.�. �:..��.�. AC'JOIR�Y NLI1�9t � �.;1?►„ �.Cr..`�+�8fi �