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Council File # 03 — a � y
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RESOLUTION
OF SAINT PAUL, MINNESOTA
Presented By
Referred
WHEREAS, the Director, Office o£Financial Services, has presented proposals
received for the sale of $10,650,000 Water Revenue Bonds, Series 2003C (the "Bonds" or "2003
Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
2
3�
Committee: Date
ACCEPTING PROPOSAL ON SALE OF
3 $10,650,000 WATERREVENUE
4 � BONDS, SERIES 2003C, AND PROVIDING FOR
5 THEII2 ISSUANCE
9 WHEREAS, the proposals set forth on Schedule A attached hereto were received
10 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:00 A.M.,
11 Central Time, this same day; and
12
13
14
WHEREAS, the D'uector, Office of Financial Services, has advised this Council
that the proposal of v,� p,,.M. a; �.�cc, was found to be the most advantageous and has
recommended that said proposal be accepted�, and
15 WHEREAS, there are currently outstanding bonds of the City payable from Net
16 Revenues of the City's Water Utility, specifically the City's (a) $7,000,000 Water Revenue
17 Refunding Bonds, Series 1997C (the "1997 Bonds"), issued pursuant to a resolufion adopted by
18 this Council on June 11, 1997, ofwhich $4,510,000 remain outstanding, (b) $16,500,000 Water
19 Revenue Note of 1998 (the "1998 Note"), issued pursuant to a resolution adopted by this Council
20 on October 7, 1998, ofwhich $14,355,000 is outstanding, and (c) $8,035,000 Water Revenue
Z 1 Bonds, Series 2000 (the "2000 Bonds"), issued pursuant to a resolution adopted Apri15, 2000, of
22 which $7,575,000 is outstanding; and there is currently outstanding a general obligarion note of
23 the City payable on a subordinate lien basis from Net Revenues of the City's Water Utility,
24 specifically the City's $4,269,844 General Obligafion Wastewater Treatment Water Revenue
25 Note of 1996 (the "1996 Note"), issued pursuant to a resolution adopted by this Council on May
26 15, 1996, of which $3,327,399 remains outstanding; and the 1997 Bonds refunded bonds issued
27 in 1994, all of which have been retired (the "1994 Bonds"); and certain bonds issued in 1993 (the
28 "1993 Bonds") have been retired; and
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1 WHEREAS, it is necessary and desirable to provide for the issuance of the Bonds
2 on a parity of lien with the 1997 Bonds, 1998 Note and 2000 Bonds, to finance the acquisition
3 and construction of various improvements (the "Project") to the City's municipal water urility
4 (the "Water Urility"), which has since its acquisition in 1885 been under the jurisdiction of the
5 Boazd of Water Commissioners (the "Board"); and
WHEREAS, paragraph 18 of the resolution authorizing the issuance and sale of
the 2000 Bonds provides for the issuance of parity lien bonds as follows:
8 "18. Paritv Bonds. The 1993 Bonds, 1997 Bonds, 1998 Note and 2000 Bonds
9 shall be a first charge and lien upon the Net Revenues of the Water Utility. No part of
10 such Net Revenues shall be pledged to the payment of any generai obligation bonds
11 issued by the City while any 1993 Bonds, 1997 Bonds, 1998 Note or 2000 Bonds or
12 bonds issued on a parity therewith remain outstanding and undischazged, unless the
13 pledge of Net Revenues to such general obligation bonds is expressly made a second and
14 subsequent lien and the City and Boazd covenant to make the rates and charges of the
15 Water Utility sufficient to timely pay such general obligation bonds. No additional
16 revenue obligarions payabie from the Revenue Bond Debt Service Account shall be
17 hereafter issued unless the same are expressly made a second and subsequent lien upon
18 the Net Revenues of the Water Utility; provided, however, that additional obligations
19 may be issued on a parity of lien with the 2000 Bonds, provided that the annual Net
20 Revenues of said Water Urility for each of the two (2) completed fiscal years
21 immediately preceding the issuance of such additional obligations shall have been one
22 and one-half (1.5) tnnes the mazimuxn annual principal and interest coming due
23 thereafter on all outstanding revenue obligations payable from and having a parity of lien
24 upon the Net Revenues of the Water Utility Fund, including the additional obligations so
25 to be issued; provided further, however, that if the annual Net Revenues in either or both
26 of the aforesaid two (2) completed fiscal years shall be insufficient to meet this test then
27 any reasonably projected increase in Net Revenues for the fiscal year immediately
28 following such second completed fiscal year may be added to the Net Revenues for such
29 completed fiscal years or either of them (but the total of such projected increase in Net
30 Revenues may be added only once) in applying the foregoing test. For purposes of the
31 foregoing limitations, when only bonds issued after the 1994 Bonds are outstanding, the
32 "masimum annual principal and interest coming due thereafter" on variable rate bonds
33 shall be calculated assuming the variable rate bonds bear fixed interest at the rates
34 prevailing at the Ume of the calculation for utility revenue bonds of comparable quality,
35 maturity (or remanung maturity) and taxable or tas-exempt status, provided that other or
36 different assumptions may be used if necessary to obtain an investment grade credit
37 rating for the variable rate bonds or to maintain the credit rating(s) then in effect for the
38 bonds then outstanding. Such facts shall be shown by the Certificate of the General
39 Manager of the Board of Water Commissioners and shall be a finding of and recited in
40 the resolution of the City authorizing any such additional series. In addifion, the
41 following conditions shall be met:
42 "(a) The payments required to be made (at the time of the issuance of
43 such parity lien bonds) into the various funds and accounts provided for in this
44 resolution have been made.
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1 "(b) All such parity lien bonds shall have a December 1 maturity or
2 maturities and shall have semiannuai interest payments on June 1 and December 1
3 in each yeaz; provided that interest payxnents may be more frequent than
4 semiannually or on dates other than June 1 and December 1 if such interest is paid
5 in full only if at the time of payment the interest deposits into the Revenue Bond
6 Debt Service Account for interest payments on June 1 or December 1, as
7 appropriate, on other bonds are current, and any insufficiency of interest on all
8 patity bonds is allocated proportionately in each six-month period ending June 1
9 or December 1, as appropriate.
10 "(c) The proceeds of such parity lien bonds shall be used only for the
ll purpose of (1) making unprovements, additions, extensions, renewals or
12 replacements to the Water Utility, and capitalizing interest or establishing
13 Reserves and paying the costs of such financing, or (2) refunding parity lien
14 bonds (provided that bonds which refund parity lien bonds may instead derive
15 their parity lien status from paragraphs 19 or 25 as applied in pazagraph 20).' ; and
16 WHEREAS, for purposes of this resolution paragraphs i l and 18 of the
17 resolutions authorizing the issuance and sale of the 1997 Bonds and 1998 Note are substantively
18 identical to said paragraph 18 relating to the 2000 Bonds; and
19 WHEREAS, the Board and this Council deem it necessary and expedient to
20 undertake the Project; and
21 WHEREAS, herein the City makes various findings demonstrating the propriety
22 of the issuance of the Bonds on a parity with the 1997 Bonds, 1998 Note and 2000 Bonds and
23 with a priority of lien over the 1996 Note; and
24 WHEREAS, in accordance with advice received from the Boud, this Council
25 finds, determines and declazes that it is necessary and expedient to provide moneys to fmance the
26 Project, continue a Reserve previously established, and provide for the costs of the issuance of
27 the Bonds from the proceeds of bonds payable solely from the Net Revenues of the Water
28 Utility; and
29 WHEREAS, the City has heretofore issued registered obligations in certificated
30 form, and incurs substantial costs associated with their printing and issuance, and substanrial
31 continuing transaction costs relating to their payment, transfer and exchange; and
32 WHEREAS, the City has determined that significant savings in transaction costs
33 will result from issuing bonds in "global book-entry form", by which bonds are issued in
34 certificated form in large denomina.tions, registered on the books of the City in the name of a
35 depository or its nominee, and held in safekeeping and immobilized by such depository, and such
36 depository as part of the computerized national securities clearance and settlement system (the
37 "Narional System") registers transfers of ownership interests in the bonds by making
38 computerized book entries on its own books and distributes payments on the bonds to its
39 Participants shown on its books as the owners of such interests; and such Participants and other
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1 banks, brokers and dealers participating in the National System will do likewise (not as agents of
2 the City) if not the beneficial owners of the bonds; and
3 WHEREAS, "Participants" means those fmancial institutions for whom the
4 Depository effects book-entry transfers and pledges of securities deposited and immobilized with
5 the Depository; and
6 WHEREAS, The Depository Trust Company, a limited purpose trust company
7 organized under the laws of the State of New York, or any of its successors or successors to its
8 fixnctions hereunder (the "Depository"), will act as such depository with respect to the Bonds
9 except as set forth below, and the City has heretofore delivered a letter of representations (the
10 "Letter of Representations") setting forth vazious matters relating to the Depository and its role
11 with respect to the Bonds; and
12 WHEREAS, the City will deliver the Bonds in the form of one certificate per
13 maturity, each representing the entire principal amount of the Bonds due on a particulaz maturity
14 date (each a"Global Certificate"), which single certificate per mahzrity may be transferred on the
15 City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
16 denominations unless the Ciry determines to issue Replacement Bonds as provided below; and
17 WHEREAS, the City will be able to replace the Depository or under certain
18 circumstances to abandon the "global book-entry form" by permitting the Global Certificates to
19 be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
20 register; and "Replacement Bonds" means the certificates representing the Bonds so
21 authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and
22 WHEREAS, °Holder" as used herein means the person in whose name a Bond is
23 registered on the registration books of the City maintained by the registrar appointed as provided
24 in paragraph 8(the "Bond Registrar"); and
25 WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
26 public sale requirements do not apply to the Bonds, because the City has retained an independent
27 financial advisor and this Council has determined to sell the Bonds by private negotiation, and
28 the City has instead authorized a competitive sale without publication of notice thereof as a form
29 of private negotiation; and
30 WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
31 "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to
32 provide certain continuing disclosure with respect to the Bonds; and
33 WHEREAS, proposals for the Bonds have been solicited by Springsted
34 Incorporated pursuant to an Official Statement and Terms of Proposal therein:
35 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
36 Paul, Minnesota, as follows:
37 1. Acceutance of Pro�osal. The proposal of U. S. Bancorp Piper Jaffray Inc.
38 (the "Purchaser") to purchase $10,650,Q00 Water Revenue Bonds, Series 2003C, of the City (the
1499050v2
1 "Bonds" or "2003 Bonds", or individually a"Bond" or "2003 Bond"), in accordance with the
2 Terms of Proposal for the bond sale, at the rates of interest hereinafter set forth, and to pay for
3 the Bonds the sum of $10,529,236.00, plus interest accrued to settlement, is hereby found,
4 determined and declared to be the most favorable proposal received and is hereby accepted, and
5 the Bonds aze hereby awazded to the Purchaser. The Director, Office of Financial Services, or
6 his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others
7 making proposals their good faith checks or drafts.
8 2. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be
9 titled "Water Revenue Bonds, Series 2003C", shall be dated March 1, 2003, as the date of
10 original issue and shall be issued forthwith on or after such date as fully registered bonds. The
11 Bonds shall be numbered from R-1 upward. Global Certificates shall each be in the
12 denomination of the entire principal amount maturing on a single date. Replacement Bonds, if
13 issued as provided in paragraph 6, shall be in the denomination of $5,000 each or in any integral
14 multiple thereof of a single maturity. The Bonds shall mature on December 1 in the years and
15 amounts as follows:
�
17
18
19
20
21
22
23
24
25
26
Year
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Amount
Year
Amount
27
28
29
30
31
32
33
34
35
36
$450,000
375,000
-0-
425,000
450,000
475,000
475,000
475,000
500,000
500,000
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
$525,000
550,000
575,000
600,000
625,000
650,000
700,000
725,000
775,000
800,000
3. Pumose. The Bonds shall provide funds for the acquisition and
construction of the Project. The proceeds of the Bonds shall be deposited and used as provided
in paragraph 17. The total cost of the Project, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, including legal and other professional charges, publication
and printing costs, interest accruing on money borrowed for the Project before the collection of
Net Revenues pledged and appropriated therefor, and all other costs necessarily 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 Bonds. 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.
37 4. Interest. The Bonds shall bear interest payable semiannually on June 1
38 and December 1 of each year (each, an "Interest Payment Date"), commencing December 1,
39 2003, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
40 per annum set forth opposite the maturity years as follows:
41
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Maturity Year
C�
7
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Interest Rate
2.000%
2.000
-0-
2.000
2.000
2.500
2.800
3.100
3350
3.500
Maturitv Year
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Interest Rate
3.600%
3.700
3.800
3.900
4.000
4.000
4.125
4.250
4350
4.400
5. Description of the Global Certificates and Global Book-Entrv Svstem.
Upon their ariginal issuance the Bonds will be issued in the form of a single Global Certificate
for each maturity, deposited with the Depository or its agent by the Purchaser and immobilized
as provided in paragraph 6. No beneficial owners of interests in the Bonds will receive
certificates representing their respective interests in the Bonds except as provided in paragraph 6.
Except as so provided, during the terxn of the Bonds, beneficial ownership (and subsequent
transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book
entries made on the records of the Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's book entries of beneficial
ownership interests are authorized to be in increments of $5,000 of principal of the Bonds, but
not smaller increments, despite the larger authorized denominations of the Global Certificates.
Payment of principal of, premium, if any, and interest on the Global Certificates will be made to
the Bond Registrar as paying agent, and in turn by the Bond Registrar to the Depository or its
nominee as registered owner of the Global Certificates, and the Depository according to the laws
and nxles governing it will receive and forward payments on behalf of the beneficial owners of
the Global Certificates.
29 Payment of principal of, premium, if any, and interest on a Global Certificate may
30 in the City's discretion be made by such other method of transfening funds as may be requested
31 by the Holder of a Global Certificate.
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33
34
35
36
37
38
39
40
41
42
43
6. Immobilization of Global Certificates bv the Depositorv; Successor
De ository: Replacement Bonds. Pursuant to the request of the Purchaser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with
the Depository ar its agent. The Global Certificates shall be in typewritten form or otherwise as
acceptable to the Depository, shall be registered in the name of the Depository or its nominee
and shall be held immobilized froin circulation at the offices of the Depository on behalf of the
Purchaser and subsequent bondowners. The Depository or its nominee will be the sole holder of
record of the Global Certificates and no investor or other party purchasing, selling or otherwise
transferring ownership of interests in any Bond is to receive, hold or deliver any bond certificates
so long as the Depository holds the Global Certificates immobilized from circulation, except as
provided below in this paragraph and in paragraph 12.
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1 Certificates evidencing the Bonds may not after their originai delivery be
2 izansferred or exchanged except:
3 (i) Upon registrafion of transfer of ownership of a Global Certificate, as
4 provided in pazagraph 12,
5 (ii) To any successor of the Depository (or its nominee) or any substitute
6 depository (a "substitute depository") designated pursuant to clause (iii) of this
7 subpazagraph, provided that any successor of the Depository or any substitute depository
8 must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
9 Code at Minuesota Statutes, Section 336.8-102, and a qualified and registered "clearing
10 agency" as provided in Secfion 17A of the Securities Exchange Act of 1934, as amended,
ll (iii) To a substitute depository designated by and acceptable to the City upon
12 (a) the detennivation by the Depository that the Bonds shall no longer be eligible for its
13 depository services or (b) a determination by the City that the Depository is no longer
14 able to cany out its funcrions, provided that any substitute depository must be qualified to
15 act as such, as provided in clause (ii) of this subparagraph, or
16 (iv) To those persons to whom transfer is requested in written transfer
17 instructions in the event that:
18 (a) the Depository shall resign or discontinue its services for the
19 Bonds and the City is unable to locate a substitute depository within two (2)
20 months following the resignation or determination of non-eligbility, or
21 (b) upon a determination by the City in its sole discretion (1) that the
22 continuation of the book-entry system described herein, which precludes the
23 issuance of certificates (other than Global Certificates) to any Holder other than
24 the Depository (or its nominee), might adversely affect the interest of the
25 beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial
26 owners of the Bonds that they be able to obtain certificated bonds,
27 in either of which events the City shall notify Holders of its deternunation and of the
28 availability of certificates (the "Replacement Bonds") to Holders requesting the same and
29 the registrarion, transfer and exchange of such Bonds will be conducted as provided in
30 paragraphs 9B and 12 hereof.
31 In the event of a succession of the Depository as may be authorized by this
32 paragraph, the Bond Registrar upon presentation of Global Certificates shall register their
33 transfer to the substitute or successor depository, and the substitute or successar depository shall
34 be treated as the Depository for all purposes and functions under this resolution. The Letter of
35 Representations shall not apply to a substitute or successor depository unless the City and the
36 substitute or successor depository so agree, and a similaz agreement may be entered into.
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7. Redemption.
2 (a) O�rional Redemption; Due Date. All Bonds maturing after December 1, 2012,
3 shall be subject to redemprion and prepayment at the option of the City on such date and on any
4 day thereafter at a price of par plus accrued interest. Redemprion may be in whole or in part of
5 the Bonds subject to prepayment. ff redemption is in part, those Bonds remaining unpaid may be
6 prepaid in such order of maturity and in such amount per maturity as the City shall detennine;
7 and if only part of the Bonds having a common maturity date are called for prepayment, the
8 Global Certificates may be prepaid in $5,000 increments of principal and, if applicable, the
9 specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond Regisirar. Bonds
10 or portions thereof called for redemption shall be due and payable on the redemption date, and
11 interest thereon shall cease to accrue from and after the redemption date.
12 (b) Notation on Global Certificate. Upon a reduction in the aggregate principal
13 amount of a Global Certificate, the Holder may make a notation of such redemption on the panel
14 provided on the Global Certificate stating the amount so redeemed, or may return the Global
15 Certificate to the Bond Registrar in exchange for a new Global Certificate authenricated by the
16 Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for
17 reference only, and may not be relied upon by any other person as being in any way
18 determinative of the principal amount of such Global Certificate outstanding, unless the Bond
19 Registrar has signed the appropriate column of the panel.
20 (c) Selection of Replacement Bonds. To effect a partial redemption of Replacement
21 Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
22 shall assign to each Replacement Bond hauing a common maturity date a distinctive number for
23 each $5,000 of the principal amount of such Replacexnent Bond. The Bond Registrar shall then
24 select by lot, using such method of selection as it shall deem proper in its discretion, from the
25 numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each
26 number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
27 Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
28 numbers so selected; provided, however, that only so much of the principal amount of each such
29 Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
30 $5,000 for each number assigned to it and so selected.
31 (d) Partial Redemntion of Renlacement Bonds. If a Replacement Bond is to be
32 redeemed only in part, it shall be surrendered to the Bond Registraz (with, if the City or Bond
33 Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond
34 Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in
35 writing) and the City shall execute (if necessary) and the Bond Registrar shall authenricate and
36 deliver to the Holder of such Replacement Bond, without service charge, a new Replacement
37 Bond or Bonds of the same series having the same stated maturity and interest rate and of any
38 authorized denoxnination or denominations, as requested by such Holder, in aggregate principal
39 amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
40 sunendered.
41 (e) Request for Redemption. The Bond Registrar shall call Bonds for redemprion and
42 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior
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to the redemption date of a request of the City, in written form if the Bond Registrar is other than
a City officer. Such request shall specify the principal amount of Bonds to be called for
redempfion and the redemprion date.
(fl Notice. Mailed notice of redemption shall be given to the paying agent (if other
than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds
for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give
written norice in the name of the City of its intention to redeem and pay such Bonds at the office
of the Bond Regislrar. Notice of redemprion shall be gSven by first class mail, postage prepaid,
mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
redeemed, at the address appearing in the Bond Register. All notices of redempfion shall state:
(i)
(ii)
The redemption date;
The redemption price;
13 (iii) If less than all outstanding Bonds are to be redeemed, the identification
14 (and, in the case of partial redemprion, the respective principal amounts) of the Bonds to
15 be redeemed;
16 (iv) That on the redemption date, the redemption price will become due and
17 payable upon each such Bond, and that interest thereon shall cease to accrue from and
18 after said date; and
19 (v) The place where snch Bonds aze to be surrendered for payment of the
20 redemption price (which shall be the office of the Bond Registrar).
21 (g) Notice to Depository. Notices to The Depository Trust Company or its nominee
22 shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than
23 the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such
24 notice to the Depository on the business day next preceding the date of mailing of such notice to
25 all other Holders.
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27
28
29
30
31
32
33
34
35
36
8. Bond Re ig strar. U.S. Bank National Association in Saint Paul, Minnesota,
is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registraz"), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any coniract the City and Bond Registrar shall execute which is consistent herewith.
A successor Bond Registrar shall be an officer of the City or a bank or trust company eligible for
designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may be appointed
pursuant to any contract the City and such successor Bond Registrar shall execute which is
consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a
successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the
Holders (or record holders) of the Bonds in the manner set forth in the forms of Bond and
paragraph 14 of this resolurion.
37 9. Forms of Bond The Bonds shall be in the form of Global Certificates
38 unless and until Replacement Bonds are made available as provided in paragraph 6. Each form
39 of bond may contain such additional or different terms and provisions as to the foxm of payment,
1499050d2 9
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record date, notices and other matters as aze consistent with the Letter of Representafions and
approved by the City Attomey.
3 A. Global Certificates. The Giobal Certificates, together with the Certificate of
4 Registration, the Register of Partial Payments, the form of Assignment and the registrarion
5 informafion thereon, shall be in substantially the following forxn and may be typewritten rather
6 than printed:
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2
�
10 INTEREST
11 RATE
12
13
14
15 REGISTERED OWNER:
16
17 PRINCIPAL AMOUNT:
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43
44
TJNITED STATE5 OF AMERICA
STATE OF NIINNESOTA
RAMSEY COUNTY
CTI'Y OF SAIIVT PAUL
�
WATER REVENUE
BOND, SERIES 2003C
MA"TURITY DATE OF
DATE ORIGINAL ISSUE
December 1, _ Mazch 1, 2003
$
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Mimiesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above or on the certificate of
registration below, or registered assigns, solely from the source and in the manner hereinafter set
forth, the principal amount specified above, on the maturity date specified above, unless called
for earlier redempfion, and to pay interest thereon semiannually on June 1 and December 1 of
each year (each, an"Interest Payment Date"), commencing December 1, 2003, at the rate per
annum specified above (calculated on the basis of a 360-day year of tweive 30-day months) until
the principal sum is paid or has been provided for. This Bond will bear interest from the most
recent Interest Payxnent Date to which interest has been paid or, if no interest has been paid, from
the date of original issue hereof. The principal of and premium, if any, on this Bond are payable
in same-day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the
principal office of in , Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer;
provided, however, that upon a partial redemption of this Bond which results in the stated
amount hereof being reduced, the Holder may in its discretion be paid without presentation of
this Bond, which payment shall be received no later than 230 p.m., Eastern tune, and may make
a notation on the panel provided herein of such redemption, stating the amount so redeemed, or
may return the Bond to the Bond Registrar in exchange for a new Bond in the proper principal
amount. Such notation, if made by the Holder, shall be for reference only, and may not be relied
upon by any other person as being in any way determinative of the principal amount of this Bond
outstanding, unless the Bond Registraz has signed the appropriate column of the panel. Interest
on this Bond will be paid on each Interest Payment Date in same-day funds by 2:30 p.m., Eastem
tune, to the person in whose name this Borid is registered (the "Holder" or "Bondholder") on the
registration books of the Issuer maintained by the Bond Registrar and at the address appearing
thereon at the close of business on the fifteenth day of the calendar month next preceding such
1499050�2 1 1
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1 Interest Payment Date (the "Regular Record Date"). Interest payments shall be received by the
2 Holder no later than 230 p.m., Eastem time; and principal and premium payments shall be
3 received by the Holder no later than 230 pm., Eastern time, if the Bond is surrendered for
4 payment enough in advance to pemut payment to be made by such time. Any interest not so
5 timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular
6 Record Aate, and shall be payable to the person who is the Holder hereof at the close of business
7 on a date (the "Special Record Date") fised by the Bond Regisirar whenever money becomes
8 available for payment of the defaulted interest. Norice of the Special Record Date shall be given
9 to Bondholders not less than ten days prior to the Special Record Date. The principal of and
10 premium, if any, and interest on this Bond are payable in lawfui money of the United States of
11 America.
12 Date of Payment Not Business Dav. If the date for payment of the principal of,
13 premiuxn, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
14 which baukiug institutions in the City of New York, New York, or the city where the principal
15 office of the Bond Registrar is located are authorized by law or execurive order to close, then the
16 date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
17 holiday or a day on which such banking institutions are authorized to close, and payxnent on such
18 date shall have the same force and effect as if made on the nominal date of payment.
19 Redem tn ion. All Bonds of this issue (the "Bonds") maturing after December 1,
20 2012, are subject to redemprion and prepayment at the option of the Issuer on such date and on
21 any day thereafter at a price of paz plus accrued interest. Redemption may be in whole or in part
22 of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may
23 be prepaid in such order of maturity and in such amount per maturity as the City shall determine;
24 and if only part of the Bonds having a common maturity date are called for prepayment, this
25 Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for
26 redemption shall be due and payable on the redemption date, and interest thereon shall cease to
27 accrue from and after the redemption date.
28 Notice of Redem�uon. Mailed notice of redemption shall be given to the paying
29 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
30 the Bonds are called for redemption, written notice thereof will be given by first class mail
31 mailed not less than thirty (30) days prior to the redemprion date to each Holder of Bonds to be
32 redeemed. In connecrion with any such notice, the "CUSIP" numbers assigned to the Bonds
33 shall be used.
34 Renlacement or Notation of Bonds after Partial Redemption. Upon a partial
35 redemprion of this Bond which results in the stated amount hereof being reduced, the Holder
36 may in its discretion make a notation on the panel provided herein of such redemption, stating
37 the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and
38 may not be relied upon by any other person as being in any way determinative of the principal
39 amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
40 the panel. Otherwise, the Holder may surrender this Bond to the Bond Registraz (with, if the
41 Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
42 Issuer and Bond Registrar duly executed by the Holder thereof or his, her ar its attorney duly
43 authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registraz shall
1499050v2 12
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1 authenricate and deliver to the Holder of such Bond, without service charge, a new Bond of the
2 same series having the same stated maturity and interest rate and of the authorized denomination
3 in aggregate principal amount equal to and in exchange for the unredeemed portion of the
4 principal of the Bond so surrendered.
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Issuance: Purpose: Snecial Obli aQ tion. This Bond is one of an issue in the total
principal atnount of $10,650,000, ali of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege, which Bond t�as been issued
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and
the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer
on February 26, 2003 (the "Resolution"), for the purpose of providing, together with certain
other moneys of the Issuer, funds to finazice the acquisirion and construcrion of various
improvements to the Water Utility of the Issuer. The Bonds and the interest thereon are payable
solely and exclusively from the Net Revenues of the Water Utility of the Issuer pledged to the
payment thereof, and do not constitute a debt of the Issuer or of the Saint Paui Boazd of Water
Commissioners within the meaning of any constitutional, Charter or statutory limitafion of
indebtedness. In the event of any default hereunder, the Holder of this Bond may exercise any of
the rights and privileges granted by the laws of the State of Minnesota, subject to the provisions
of the Resolution. The Bonds of this issue, together with the Water Revenue Refunding Bonds,
Series 1997C, issued in the principal amount of $7,000,000, Water Revenue Note of 1998, issued
in the principal amount of $1b,500,000, and Water Revenue Bonds, Series 2000C, issued in the
principal amount of $8,035,000, are a first and prior lien upon the Net Revenues of the Water
Utility of the Issuer, except that the Issuer is authorized under certain conditions to issue
additional revenue obligations on a parity of lien with these Bonds, all as provided in the
Resolution.
25 Action bv Holders. The Holders of twenty percent (20%) or more in aggregate
26 principal amount of Bonds at any time outstanding may, either at law or in equity, by suit, action,
27 ar other proceedings, protect and enforce the rights of all Holders of Bonds then outstanding, or
28 enforce and compel the performance of any and all of the covenants and duties specified in the
29 Resolution to be performed by the Issuer or the Board of Water Commissioners ar their officers
30 and agents; provided, however, that nothing shall affect or impair the right of any Bondholder to
31 enforce the payment of the principal of and interest on any Bond at and after the maturity
32 thereof, or the obligation of the Issuer to pay the principal of and interest on each of the Bonds
33 issued to the respective Holders thereof at the time and place, from the source and in the manner
34 provided in the Bonds.
35 Denominations; Exchan�e: Resolution. The Bonds are issuable originally only as
36 Global Certificates in the denomination of the entire principal amount of the issue mahxriug on a
37 single date, or, if a portion of said principal is prepaid, said principal amount less the
38 prepayment. Global Certificates are not exchangeable for fixlly registered bonds of smaller
39 denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
40 then available. Replacement Bonds, if made available as provided below, are issuable solely as
41 fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
42 maturity and aze exchangeable for fully registered Bonds of other authorized denominarions in
43 equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
44 manner and subject to the limitations provided in the Resolution. Reference is hereby made to
1499050v2 13
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the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolufion are on file in the principal office of the Bond Registraz.
Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event
that:
(a) the Depository shall resign or discontinue its services for the Bonds, and
only if the Issuer is unable to locate a subsritute depository within two (2) months
following the resignation or determination of non-eligibility, or
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(b) upon a determination by the Issuer in its sole discretion (1) that the
continuation of the book-entry system described in the Resolution, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than the
Depository (or its nominee), might adversely affect the interest of the beneficial owners
of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
they be able to obtain certificated bonds.
Transfer. This Bond shall be registered in the name of the payee on the books of
the Issuer by presenting ttus Bond for registration to the Bond Registraz, who will endorse his,
her or its name and note the date of registration opposite the name of the payee in the certificate
of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder ar his, her or its legal representatives, and the Issuer and
Bond Registraz may treat the Holder as the person exclusively entitled to exercise all the rights
and powers of an owner until this Bond 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 Bond
Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with, or notice to, the Bond Registraz.
Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
reshictions if required to qualify this Bond as being "in registered form" within the meaning of
Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
28 Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
29 sufficient to cover any taac or other govemmental charge payable in connec6on with the transfer
30 or exchange of this Bond and any legal or unusual costs regazding transfers and lost Bonds.
31 Treatment of Re�istered dwner. The Issuer and Bond Registrar may treat the
32 person in whose name this Bond is registered as the owner hereof far the purpose of receiving
33 payment as herein provided (except as otherwise provided with respect to the Record Date) and
34 for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
35 Bond Registraz shall be affected by notice to the contrary.
3b Authenricarion. This Bond shall not be valid or become obiigatory for any
37 purpose or be entitled to any security unless the Certificate of Authenrication hereon shall have
38 been executed by the Bond Registrar.
ia99osm-z 14
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Not Qualified Tax-Exempt Obli�ations. The Bonds have not been designated by
the Issuer as "qualified taa�-exempt obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such desig�arion.
4 TT IS HEREBY CERTIFIED AND RECTTED that all acts, conditions and thiugs
5 required by the Consritution and laws of the State of Minnesota and the Charter of the Issuer to
6 be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
7 done, have happened and have been performed, in regular and due form, time and manner as
8 required by law; that this Bond, together with all other debts of the Issuer outstanding on the date
9 of original issue hereof and on the date of its issuance and delivery to the original purchaser,
10 does not exceed any constiturional or statutory or Charter limitarion of indebtedness; and that the
11 Issuer will establish rates and charges for the water service fiuvished by its Water Utility
12 sufficient in amount to promptly meet the principal and interest requirements of this issue.
13 IN WITNESS WHEREOF, the City of 5aint Paul, Ramsey County, Mitviesota, by
14 its City Council has caused this Bond to be executed on its behalf by the photocopied facsvnile
15 signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and
16 countersigned by the photocopied facsimile signature of its Director, Office of Financial
17 Services.
1499050v2 1$
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Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTE�NTICATION
This Bond is one of the
Bonds described in the
Resolution
mentioned withiu.
Bond Registrar
:
Authorized Signature
Registrabie by:
Payable at:
CTI'I' OF SATNT PAUL,
RAMSEY COLINTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of
Financial Services
Water Revenue Bond, Series 2003C, No. R-_
1499050W2
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CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the aitached Bond may be made only by the
registered owner or his, her or its legal representative last noted below.
DATE OF
REGISTRATION
REGISTERED OWNER
SIGNA'PLTRE OF
BOND ItEGLSTRAR
1499050v2
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REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
Sigpature of
Date Amount Bondholder
Signature of
Bond Registraz
If a notation is made on this register, such notation has the effect stated in the attached Bond.
Partial payments do not require the presentation of the attached Bond to the Bond Registrar, and
a Holder could fail to note the partial payment here.
1499050v2
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ABBREVIATIONS
The following abbreviarions, when used in the inscriprion on the face of this Bond, shall be
construed as though they were written out in fuli according to applicable laws or regularions:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as j oint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust)
1499050v2
(Minor)
under the
(State)
Transfers to Minors Act
Uniform
Additional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the
4 attached Bond and does hereby irrevocably constitute and appoint
5 attorney to transfer the Bond on the books
6 kept for the registration thereof, with full power of substiturion in the premises.
7 Dated:
8 Notice: The assignor's signahxre to tlus assignment must
9 correspond with the name as it appeazs upon the face of
10 the attached Bond in every particular, without alteration
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Signature Guaranteed:
or any change whatever.
Signature(s) must be guaranteed by a national bank ar trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Insritution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond uniess the information
concerning the transferee requested below is provided.
Name and Address:
1499050v2
(Include information for all joint owners if the Bond is held by
joint account.)
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1 B. Reolacement Bonds. If the City has notified Holders that Replacement
2 Bonds have been made available as provided in paragraph 6, then for every Bond thereafter
3 transferred or exchanged (including an exchange to reflect the partial prepayment of a Global
4 Certificate not previously exchanged for Replacement Bonds) the Bond Registrar shall deliver a
5 certificate in the form of the Replacement Bond rather than the Global Certificate, but the Holder
6 of a Global Certificate shall not otherwise be required to exchange the Global Certificate for one
7 or more Replacement Bonds since the City recognizes that some beneficial owners may prefer
8 the convenience of the Depository's registered ownership of the Bonds even though the entire
9 issue is no longer required to be in global book-enhy form. The Replacement Bonds, together
10 with the Bond Registrar's Certificate of Authenrication, the fornn of Assignment and the
11 registration information thereon, shall be in substantially the following form, with paragraphs
12 identical to those of the form of Global Certificate stated by heading ar initial text only:
ia9soswz 21
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8 INTEREST
9 RATE
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I]NITED STATES OF AMERTCA
STATE OF MINNESOTA
RAMSEY COUNTY
CTTY OF SAINT PAUL
WATER REVENUE
BOND, SERIES 2003C
MATiJRITY DATE O�
DATE ORIGINAL ISSUE
March 1, 2003
REGLSTERED OWNER:
1�:7h[�17�\�tr[�I/I�YW
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and far value
received promises to pay to the registered owner specified above, or registered assigns, solely
from the source and in the manner hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless calied for eazlier redemption, and to pay interest
thereon semiannually on June 1 and December 1 of each year (each, an"Interest Payment Date"),
coxnmencing December 1, 2003, at the rate per annum specified above (calculated on the basis of
a 360-day year of twelve 3Q-day months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest Payment Date to which interest has
been paid or, if no interest has been paid, from the date of original issue hereo£ The principal of
and premium, if any, on this Bond are payable upon presentation and surrender hereof at the
principal office of , in
(the "Bond Registrar"), acting as paying agent or any successor paying agent duly appointed by
the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft
mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on
the registration books of the Issuer maintained by the Bond Registrar and at the address
appearing thereon at the close of business on the fifteenth day of the calendar month next
preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely
paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record
Date, and shall be payable to the person who is the Holder hereof at the close of business on a
date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Norice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America.
1499050�2 22
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1 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
2 T'HIS BOND SET FORTH ON TT� REVERSE HEREOF, WHICH PROVISIONS SHALL
3 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
�'
IT LS HEREBY CERTIFIED AND RECTTED ....
5 IN WITNF.SS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
6 its City Council has caused this Bond to be sealed with its official seal or a facsimile ffiereof aud
7 to be executed on its behalf by the original or facsixnile signature of its Mayor, attested by the
8 original or facsimile signature of its Clerk, and countersigned by the ori�nal or facsimile
9 signature of its Director, Office of Financial Services.
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Date of Registrarion:
BOND REGISTRAR'5
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Registrable by:
Payable at: _
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Bond Registrar
:
Authorized Signature
Countersigned:
(SEAL)
�a99oso�z
Darector, Office ofFinancial Services
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ON REVERSE OF BOND
Date of Pavment Not Business Day. ...
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Redemption. All Bonds of this issue (the "Bonds") maturing after December 1,
2012, are subject to redemption and prepayment at the option of the Issuer on such date and on
any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part
of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may
be prepaid in such order of maturity and in such amount per maturity as the City shall determine;
and if only part of the Bonds having a common maturity date are called for prepayment, the
specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions
thereof called for redemption shall be due and payable on the redemption date, and interest
thereon shali cease to accrue from and after the redemption date.
Notice of Redemption. . . .
Selection of Bonds far Redemution. To effect a partiai redemption of Bonds
having a common maturity date, the Bond Registrar shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
nuxnber, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal$5,000 for each number assigned to it and so selected. If a
Bond is to be redeemed only in part, it shall be sunendered to the Bond Registraz (with, if the
Issuer or Bond Registrar so requires, a written instrutnent of transfer in form sarisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar sha11
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any authorized
denomination or denominations, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance: Purpose; Special Oblieation. . . .
Acrion bv Holders. . . .
Denomivations: Exchange; Resolufion. The Bonds aze issuable solely as fully
registered bonds in the denominations of $S,QOQ and integral multipies thereof of a single
maturity and are exchangeable far fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registraz, but only in the
manner and subject to tha limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
1499050v2
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i Transfer. This Bond is transferable by the Holder in person or by his, her or its
2 attomey duly authorized in writing at the principal office of the Bond Registraz upon
3 presentation and sunender hereof to the Bond Registrar, all subject to the terms and conditions
4 providecl in the Resolution and to reasonable regulations of the Issuer contained in any
5 agreement with the Bond Registrar. Thereupon the Lssuer shall execute and the Bond Registraz
6 shall authenticate and deliver, in exchange for this Bond, one or more new fully, registered
7 Bonds in the name of the transferee (but not registered in blank or to "beazer" or similar
8 designarion), of an authorized denomination or denominations, in aggregate principal atnount
9 equal to the principal amount of this Bond, of the same maturity and bearing interest at the same
10 rate.
ll Fees unon Transfer or Loss. ...
12 Treatment of Registered Owner. ...
13 Authentication . . .
14 Not Oualified Taac-Exempt Obli a¢ tions. ...
15
ABBREVIATIONS . . . .
1499050WL 25
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ASSIGNMENT
2 For value received, the undersigned hereby sells, assigns and transfers unto
3 the within Bond and does hereby irrevocably
4 constitute and appoint attomey to transfer the Bond on the books
5 kept for tUe registration thereof, with full power of substitution in the premises.
Dated:
7
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11 Signature Guaranteed:
12
Notice: The assignor's signature to this assignment must
correspond with the name as it appeazs upon the face of
the within Bond in every particular, without alteration
or any change whatever.
13 Signature(s) must be guaranteed by a national bank or hust company or by a brokerage firm
14 having a membership in one of the major stock exchanges or any other "Eligible Guarantor
15 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
16 The Bond Registrar will not effect transfer of this Bond unless ttie information
17 concerning the transferee requested below is provided.
18 Name and Address:
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(Include information for all joint owners if the Bond is held by
joint account.)
1499050v2 �6
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1 10. Execufion. The Bonds shall be executed on behalf of the City by the
2 signatures of its Mayor, Clerk and Director, Office of Financial Services, each with the effect
3 noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that
4 the seal of the City may be a printed or photocopied facsimile; and provided fixrther that any of
5 such signatures may be printed or photocopied facsuniles and the corporate seai may be omitted
6 on the Bonds as permitted by law. In the event of disability or resignation or other absence of
7 any such officer, the Bonds may be signed by the manual or facsnnile signature of that officer
8 who may act on behalf of such absent or disabled officer. In case any such officer whose
9 signature or facsimile of whose signature shall appeu on the Bonds shall cease to be such officer
10 before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and
ll sufficient for all purposes, the same as if he or she had remained in office unril delivery.
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11. Authentication; Date of ReQistration. No Bond shall be valid or obligatory
for any purpose or be entitled to any securiTy or benefit under this resolution unless a Certificate
of Authentication on such Bond, substantially in the form hereinabove set forth, sha11 have been
duly executed by an authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same person. The Bond Registrar
shall authenticate the signatures of officers of the City on each Bond by execution of the
Certificate of Authentication on the Bond and by inserting as the date of registration in the space
provided the date on which the Bond is authenricated. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the
date of original issue, which date is March 1, 2003. The Certificate of Authentication so
executed on each Bond shall be conclusive evidence that it has been authenticated and delivered
under this resolufion.
24 12. Registration; Transfer; ExchanQe. The City will cause to be kept at the
25 principal office of the Bond Registrar a bond register in which, subject to such reasonable
26 regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide far the
27 registration of Bonds and the registration of transfers of Bonds entitled to be registered ar
28 transferred as herein provided.
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A Global Certificate shall be registered in the name of the payee on the books of
the Bond Registrar by presenting the Global Certificate for registration to ihe Bond Registrar,
who will endorse his or her name and note the date of registration opposite the name of the payee
in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be
transferred by delivery with an assignment duly executed by the Holder or his, her or its legal
representative, and the City and Bond Registrar may treat the Holder as the person exclusively
entitied to exercise all the rights and powers of an owner untii a Global Certificate 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 thereon by the Bond Registraz, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Registrar.
Transfer of a Global Certificate may, at the direction and expense of the Ciry, be
subject to other restrictions if required to qualify the Global Certificates as being "in registered
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1 form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as
2 amended.
3 If a Globai Certificate is to be exchanged for one or more Replacement Bonds, all
4 of the principal amount of the Global Certificate shall be so exchanged.
5 Upon surrender for transfer of any Replacement Bond at the principal office of
6 the Bond Registraz, the Ciry shall execute (if necessary), and the Bond Registrar shall
7 authenticate, insert the date of registration (as provided in pazagraph I 1) of, and deliver, in the
8 name of the designated trausferee or transferees, one or more new Replacement Bonds of any
9 authorized denoxnination or denominations of a like aggregate principal amount, having the same
10 stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond
11 may be registered in blank or in the name of "bearer" or similar designarion.
12 At the option of the Holder of a Replacement Bond, Replacement Bonds may be
13 exchanged for Replacement Bonds of any authorized denomination or denominations of a like
14 aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
15 exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are
16 so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall
17 authenticate, insert the date of registration of, and deliver the Replacement Bonds which the
18 Holder making the exchan$e is entitled to receive. Global Certificates may not be exchanged for
19 Global Certificates of smaller denominations.
20 All Bonds surrendered upon any exchange or transfer provided for in this
21 resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
22 directed by the City.
23 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
24 special obligafions ofthe City evidencing the same debt, and entitled to the same benefits under
25 this resolution, as the Bonds surrendered for such exchange or transfer.
26 Every Bond presented or surrendered for transfer or exchange shall be duly
27 endorsed or be accompanied by a written insmxment of transfer, in form satisfactory to the Bond
28 Registrar, duly executed by the Holder thereof or his, her ar its attorney duly authorized in
29 writing.
30 The Bond Registrar may require payment of a sum sufficient to cover any taac or
31 other governmental charge payable in connection with the transfer or exchange of any Bond and
32 any legal or unusual costs regarding transfers and lost Bonds.
33 Transfers shall also be subject to reasonable regulations of the City contained in
34 any agreement with, or notice to, the Bond Registrar, including regulations which permit the
35 Bond Rea strar to close its transfer books between record dates and payment dates.
36 13. Riehts Upon Transfer oz Exchan�e. Each Bond delivered upon transfer of
37 or in exchange for ar in lieu of any other Bond shall carry all the rights to interest accrued and
38 unpaid, and to accrue, which were carried by such other Bond.
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1 14. Interest Pavment; Record Date. Interest on any Global Certificate shall be
2 paid as provided in the first paragraph thereo� and interest on any Replacement Bond shall be
3 paid on each Interest Payment Date by check or draft mailed to the person in whose name the
4 Bond is registered (the "Hoider") on the registration books of the City maintained by the Bond
5 Registrar, and in each case at the address appearing thereon at the close of business on the
6 fifteenth (15th) day of the calendar month next preceding such Interest Payment Date (the
7 "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the
8 person who is the Holder thereof as of the Regular Record Date, and shall be payable to the
9 person who is the Holder thereof at the close of business on a date (the "Special Record Date")
10 fiYed by the Bond Registraz whenever money becomes available for payment of the defaulted
11 interest. Notice of the Special Record Date shall be given by the Bond Iiegistraz to the Holders
12 not less than ten (10) days prior to the Special Record Date.
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15. Holders; Treatment of Registezed Owner; Consent of Holders.
(A) For the purposes of all actions, consents and other matters affecting Holders of the
Bonds, other than payments, redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
in whose name the Bond is registered. Far that purpose, the City may ascertain the identity of
the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion
deems appropriate, including but not limited to a certificate from the person in whose nasne the
Bond is registered identifying such beneficial owner.
21 (B) The City and Bond Registrar may treat the person in whose name any Bond is
22 registered as the owner of such Bond for the purpose of receiving payment of principal of and
23 premium, if any, and interest (subject to the payment provisions in pazagraph 14 above) on, such
24 Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and
25 neither the City nar the Bond Regi strar shall be affected by notice to the contrary.
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(C) Any consent, request, direction, approval, objection or other inshument to be
signed and executed by the Holders may be in any number of concurrent writings of similar tenor
and must be signed or executed by such Holders in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approval, objection ar other
instrament or of the writing appointing any such agent and of the ownerslup of Bonds, if made in
the following manner, shall be sufficient for any of the purposes of this resolution, and shall be
conclusive in favor of the City with regard to any action taken by it under such request or other
insmxment, namely:
34 (1) The fact and date of the execution by any person of any such writing may
35 be proved by the certificate of any officer in any jurisdiction who by law has power to
36 take aclrnowledgments within such jurisdiction that the person signing such writing
37 aclrnowledged before him the execution thereof, or by an affidauit of any witness to such
38 execution.
39 (2) Subj ect to the provisions of subparagraph (A) above, the fact of the
40 ownership by any person of Bonds and the amounts and numbers of such Bonds, and the
41 date of the holding of the same, may be proved by reference to the bond register.
ias9oso�z 29
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1 16. Delivery: Application of Proceeds. T4�e Globai Certificates when so
2 prepared and executed shall be delivered by the Director, Office of Financial Services, to the
3 Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
4 proper applicarion thereof.
5 17. Fund and Accounts. For the convenience and proper aclministration of the
6 proceeds from the sale of the 2003 Bonds and for the payment of principal of and interest on the
7 2003 Bonds, the Board of Water Commissioners Water Utility Enterprise Fund (the "Water
8 Utility Fund", heretofore in resolutions relating to the 1997 Bonds, 1998 Note and 2000 Bonds
9 also referred to as the "Water Utility Fund") heretofore created shall continue in force and effect
10 as a sepazate fund of the City and of the Board until all of the 2003 Bonds are fully paid and
11 retired. In the Water Utility Fund there is hereby created a 2003 Construction Account and in
12 addirion there are, and there shall continue to be, the following accounts:
13 (a) A"2003 Construction AccounY', to which shall be credited all proceeds of
14 the sale of the 2003 Bonds other than accrued interest and amounts in excess of
15 $10,511,550. The 2003 Construction Account shall be used to pay the costs of the
16 Project, including all costs enumerated in Minnesota Statutes, Section 475.65. The
17 moneys in the 2003 Construction Account shall be used solely for the purposes herein set
18 forth and for no other purpose, except that any surplus in the 2003 Conshuction Account
19 shall be deposited in the Revenue Bond Debt Service Account.
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(b) An "Operation and Maintenance Account", into which shall be paid all
gross revenues and earnings derived from the operation of the Water Urility system
including any assessments which may from time to time be levied with respect to the
Water Utility. From this account there shall be paid all, but only, current expenses of
said system. Current expenses shall include the reasonable and necessary costs of
administering, operating, maintaining and insuring the system, salaries, wages, costs of
materials and supplies, costs of water production and distribution, necessary legal,
engineering and auditing services, and all other items which, by sound accounring
practices, constitute normal, reasonable and current costs of operation and maintenance,
but excluding any allowance far depreciation, extraordinary repairs and payments into the
Revenue Bond Debt Service Account and Reserve Account. There shall at all rimes be
maintained in said account a reserve in an amount sufficient to cover the operation and
maintenance costs of the Water Utility system far the ensuing fifteen (15) day period;
neither said reserve nor any annual addition thereto shall consritute "Net Revenues" as
defined below. The balance from time to time remaining in the Operation and
Maintenance Account, including interest ar other earnings received from the inveshnent
of any moneys in the Water Utility Fund, a8er paying or providing for the foregoing
items, shall consritute, and are referred to in this resolution as, "Net Revenues".
Paytnents of fees to trustees for bonds, to providers of liquidity facilities or credit
enhancement facilities for bonds and remazketing agents for bonds are also current
expenses.
(c) A"Revenue Bond Debt Service Account", into which there shall be
credited sale proceeds of the 2003 Bonds representing accrued interest and amounts in
excess of $10,511,550, and further into which there shall be credited and to which there is
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hereby irrevocably pledged from the Net Revenues of the operarion of the Water Utility
system monthly commencing in April, 2003, a sum equal to at least 1/12 (in 2003, 1/8
through November as to tt�e 2003 Bonds only} of the total principal and interest on tbe
2003 Bonds and any other bonds issued on a parity therewith during the ensuing twelve
(12) months; provided, however, that no further payments need be made to said account
when the moneys held therein are sufficient for the payment of all principal and interest
due on said bonds on and prior to the next maturiry date. No money shall be paid out of
said account except to pay principal, premium, if any, and interest on the 2003 Bonds and
any other bonds which are issued on a parity with the 2003 Bonds.
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(d) A"Reserve AccounY', which was heretofore created, and is hereby
continued, to be used only when and if moneys in the Revenue Bond Debt Service
Account or other moneys available therefor are insufficient to pay principal, premium, if
any, and interest on the bonds payable from the Revenue Bond Debt Service Account;
provided, however, that the moneys in the Reserve Account may be used to prepay said
bonds, when such prepayment will retire all of the bonds then outstanding. $647,352.50
from the Water Utility's retained earnings shall be deposited in the Reserve Account upon
the issuance of the 2003 Bonds, and amounts already in the Reserve Account pursuant to
the resolutions authorizing the issuance of the 1997 Bonds, 1998 Note and 2000 Bonds
shall be maintained therein upon the issuance of the 2003 Bonds to the extent necessary
to equal the amount required to be maintained in the Reserve Account as set forth below,
being initially amounts required for the 1997 Bonds, 1998 Note, 2000 Bonds and 2003
Bonds. Whenever the moneys in the Reserve Account exceed the amount required to be
maintained in the Reserve Account as set forth below, such excess may be transferred to
the Revenue Bond Debt Service Account; and whenever the moneys in the Reserve
Account shall be less than said amount, the Reserve Account shall be restared to said
amount from the next available Net Revenues. The amount required to be maintained in
the Reserve Account shall be an amount equal to the lesser of: (1) ten percent (10%) of
the original principal amount of the 2003 Bonds and other bonds payable from the
Revenue Bond Debt Service Account issued after the 1993 Bonds on a parity of lien
therewith, or (2) the maximum principal and interest due in any year on the bonds
payable from the Revenue Bond Debt Service Account; and whenever the moneys in the
Reserve Account exceed such amount required to be maintained therein, such excess may
be transferred to the Revenue Bond Debt Service Account. When only bonds issued after
the 1994 Bonds (as defined in the resolution authorizing the issuance of the 1997 Bonds,
the ° 1994 Bonds") are outstanding, the "maximum principal and interest due in any year"
on variable rate bonds shall be calculated at such time (for any variable rate bonds issued
prior to such time) or in connection with their issuance (for variable rate bonds issued
after such time) assuming the variable rate bonds bear fixed interest for the remainder of
their terms or for their terms, as appropriate, at the rates prevailing at such time (for any
variable rate bonds issued prior to such time) or at the rime of their issuance (far variable
rate bonds issued after such time) for utility revenue bonds of comparable quality,
maturity and taxable or taY-exempt status, provided that other or different assumptions
may be used if necessary to obtain an investment grade credit rating for the variable rate
bonds or to maintain the credit rating(s) then in effect for the bonds then outstanding.
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1 (e) Net Revenues in excess of those required for the foregoing purposes may
2 be used for any proper purpose.
3 (fl The money in the Water Utility Fund shall be allotted and paid to the
4 various accounts herein established in the order in which said accounts aze listed on a
5 cumulative basis, and if in any month the money in said accounts is insufficient to place
6 the required amount in any accounts, the deficiency shall be made up in the following
7 month or montUs after payment into all other accounts having a prior claim on said Net
8 Revenues have been made in full.
9 (g) Ali money held in the Revenue Bond Debt Service Account and the
10 Reserve Account created by this resolution shall be kept separate and apart from all other
11 municipal funds and accounts.
12 (h) Notwithstanding anything to the contrary herein, moneys in the Water
13 Urility Fund and any account thereof may be used to pay any rebate of excess arbitrage
14 euvings on gross proceeds of the 1997 Bonds, 1998 Note, 2000 Bonds and 2003 Bonds
15 to be paid to the United States in order to maintain the exclusion from gross income
16 under Sec6on 103 of the Code (as hereinafter defined) of the interest on the 1997 Bonds,
17 1998 Note, 2000 Bonds and 2003 Bonds.
18 (i) Accounts created for bonds, notes or obligations with a lien on Net
19 Revenues subordinate to the lien of the 2003 Bonds shall be maintained and operated as
20 required by the resolutions authorizing the same.
(j) No portion of the proceeds of the 2003 Bonds 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) far a reasonable
temporary period until such proceeds are needed far the purpose for which the 2003
Bonds were issued, (2) as part of a reasonably required reserve or replacement fund not in
excess of ten percent (10%) of the proceeds of the 2003 Bonds (or in a higher amount
which the City establishes is necessary to the satisfaction of the Secretary of the Treasury
of the United States), and (3) in addition to the above in an amount not greater than the
lesser of five percent (5%) of the proceeds of the 2003 Bonds or $100,000. To this effect,
any proceeds of the 2003 Bonds and any sums from time to tnne held in the 2003
Construction Account, Operation and Maintenance Account, Reserve Account or
Revenue Bond Debt Service Account (or any other City or Board account which will be
used to pay principal or interest to become due on tlie bonds payable therefrom) 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 reshictions
imposed by said arbitrage regulafions on such investments after taking into account any
applicable "temporary periods", minor portion or reserve made available under the
federal arbitrage regulations. Money in the W ater Utility Fund shall not be invested in
obligations or deposits issued by, guazanteed by or insured by the United States or any
agency or instrumentality thereof if and to the extent that such investment would cause
the 2003 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
federal Internal Revenue Code of 1986, as amended (the "Code").
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18. Paritv Bonds. The 1997 Bonds, 1998 Note, 2000 Bonds and 2003 Bonds
shall be a first chazge and lien upon the Net Revenues of the Water Utility. No part of such Net
Revenues shall be pledged to the payment of any general obligation bonds issued by the City
while any 1997 Bonds, 1998 Note, 2000 Bonds or 2003 Bonds or bonds issued on a parity
therewith remain outstanding and undischarged, unless the pledge of Net Revenues to such
generai obligation bonds is expressly made a second and subsequent lien and the City and Boazd
covenanY to make the rates and chazges of the Water Utility sufficient to timely pay such general
obligarion bonds. No additional revenue obligations payable from the Revenue Bond Debt
Service Account shall be hereafter issued unless the same are expressly made a second and
subsequent lien upon the Net Revenues of the Water Utility; provided, however, that additional
obligarions may be issued on a parity of lien with the 2003 Bonds, provided that the annual Net
Revenues of said Water Utility for each of the two (2) completed fiscal years immediately
preceding the issuance of such additional obligations shall have been one and one-half (1.5)
rimes the maacimum annual principal and intezest coming due thereafter on a11 outstanding
revenue obligations payable from and having a parity of lien upon the Net Revenues of the Water
Utility Fund, including the additional obligations so to be issued; pmvided further, however, that
if the annual Net Revenues in either or both of the aforesaid two (2) completed fiscal yeazs shall
be insufficient to meet this test then any reasonably projected increase in Net Revenues for the
fiscal year immediately following such second completed fiscal year may be added to the Net
Revenues for such completed fiscal yeazs or either of them (but the total of such projected
increase in Net Revenues may be added only once) in applying the foregoing test.
For purposes of the foregoing limitations, when only bonds issued after the 1994
Bonds are outstanding, the "masimum annual principal and interest coming due thereafter" on
variable rate bonds shall be calculated assuming the variable rate bonds bear fixed interest at the
rates prevailing at the time of the calculation for utility revenue bonds of comparable quality,
maturity (or remaining maturity) and taacable or ta�c-exempt status, provided that other or
different assumptions may be used if necessary to obtain an inveshnent grade credit rating for the
variable rate bonds or to maintain the credit rating(s) then in effect for the bonds then
outstanding. Such facts shall be shown by the Certificate of the General Manager of the Boazd
of Water Commissioners and shall be a finding of and recited in the resolution of the City
authorizing any such additional series.
In addition, the following conditions shall be met:
33 (a) The payments required to be made (at the rime of the issuance of such
34 parity lien bonds) into the various funds and accounts provided for in this resolurion have
35 been made.
36 (b) All such parity lien bonds shall have a December 1 maturity or maturifies
37 and shall have semiannual interest payments on June 1 and December 1 in each year;
38 provided that interest payments may be more frequent than semiannually or on dates
39 other than June 1 and December 1 if such interest is paid in full only if at the time of
40 payment the interest deposits into the Revenue Bond Debt Service Account for interest
41 payments on June 1 or December 1, as appropriate, on other bonds are current, and any
42 insufficiency of interest on all parity bonds is allocated proportionately in each siY-month
43 period ending June 1 or December 1, as appropriate.
ia9voso�z 33
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1 (c) The proceeds of such parity lien bonds shall be used only for the ptupose
2 of (1) making improvements, additions, extensions, renewais or replacements to the
3 Water Utility, and capitalizing interest or establishing Reserves and paying the costs of
4 such financing, or (2) refunding parity lien bonds (provided that bonds which refund
5 parity lien bonds may instead derive their parity lien status from pazagraphs 19 or 25 as
6 applied in paragraph 20).
7 19. Refunding Maturing Bonds. The City also reserves the right and privalege
8 of issuing additional revenue bonds if and to the extent needed to refund maturing bonds payable
9 from the moneys in the Water Utility Fund in case the moneys in the Revenue Bond Debt
10 Service Account aze insufficient to pay the same at maturity, which refunding revenue bonds
11 may be on a parity with this issue as to interest payments even if such interest is in excess of the
12 interest on the refunded bonds, but shall mature subsequent to all the revenue obligations which
13 aze payable from the Net Revenues of the Water Utility Fund and which aze still outstanding
14 upon completion of such refunding.
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20. Other Revenue Obli ag tions. Except as authorized in pazagraphs 18, 19
and 25 hereof, the City covenants and agrees that it will issue or incur no obligations payable
from the Net Revenues of all or a part of said Water Utility or constituting in any manner a lien
thereon, unless such obligations are expressly made junior and subordinate to the lien and charge
of the 2003 Bonds on said Net Revenues. If bonds which refund the 2003 Bonds are parity lien
bonds, they shall enjoy complete equality o£ lien with any portion of the 2003 Bonds not
refunded and any other then outstanding bonds payable from the Revenue Bond Debt Service
Account, if any there be, and such refunding bonds shall continue to have whatever priority of
lien over subsequent issues that the refunded bonds may haue had. If only a portion of the
outstanding 2003 Bonds shall be refunded and if such 2003 Bonds shall be refunded in such
manner that the interest rate of any refunding bond shall be greater than the interest rate of the
corresponding refunded 2003 Bond (or the average net interest rate of the refunding bonds shall
be, or shall be reasonably estimated to be, higher than the average net interest rate of the
refunded 2003 Bonds), or that the maturity date of any refunding bond shali be earlier than the
maturity date of the conesponding refunded 2003 Bond (ar the average maturity of the refunding
bonds shall be earlier than the average maturity of the refunded 2003 Bonds), then such 2003
Bonds may not be refunded without the consent of the holders of the unrefunded portion of the
2003 Bonds and any other bonds then outstanding payable from the Revenue Bond Debt Service
Account unless the Net Revenues coverage test of pazagraph 18 is met.
34 21. Insufficient Amounts. In the event that the moneys in the Revenue Bond
35 Debt Service Account and Reserve Account shall be insufficient at any particular time to pay the
36 principal then due and interest then accrued on ail bonds payable from the Revenue Bond Debt
37 Service Account, said moneys shall first be applied to the payment pro rata of the accrued
38 interest on all such bonds, payable over a period ending on June 1 or December 1, as appropriate,
39 and any balance shall be applied in payxnent pro rata of the principal on all such bonds, provided
40 further that if it shall ever be determined by a court of competent jurisdiction while any such
41 bonds remain outstanding that the sums available and to become available for the payment of the
42 principal thereof and interest thereon are insufficient whether or not then due, then the moneys in
43 the Revenue Bond Debt Service Account and Reserve Account shall be applied in payment of all
1499050v2 34'
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1 principal then outstanding whether or not then due and the interest accrued thereon to the date of
2 payment ratably according to the aggregate amount thereof without any preference or priority.
3 22. Suit by Bondholders. The Holders of twenty percent (20%) or more in
4 aggregate principal amount of bonds issued under this resolution and at any time outstanding
5 may, either at law or in equity, by suit, acrion, or other proceedings, protect and enforce the
6 rights of all Holders of the 2003 Bonds then outstanding or enforce or compel the performance of
7 any and all of the covenants and duries specifled in this resolution to be performed by the City or
8 Board or their officers and agents, including the fixing and maintaining of rates and charges and
9 the collection and proper segregation of revenues and the application and use thereof.
10 23. Covenants. For the protection of the Holders of the 2003 Bonds, the City
11 herein covenants and agrees to and with the holders thezeof from time to tnne as follows:
12 (a) It will at all times through its Board adequately maintain and efficiently
13 operate the Water Utility as a City utility. It will from time to time make all needful and
14 proper repairs, replacements, addirions and betterments to the equipment and facilities of
15 said Water Utility so that they may at all times be operated properly and advantageously,
16 and whenever any equipment of said system shall have been worn out, destroyed or
17 otherwise become insufficient for proper use, it shall be promptly replaced or repaired so
18 that the value and efficiency of the facilities shall be at ali times fully maintained and its
19 revenues unencumbered by reason thereof.
20 (b) The rates for all water service and the charges for all water supplied by the
21 Water Utility to the City and its residents and to all other consumers shall be reasonable
22 and just, taking into account the cost axid value of the Water Utility, the cost of
23 maintaining and operafing the Water Ufility and the proper and necessary allowances for
24 depreciation, the amounts required far the payment of principal and interest on the bonds
25 payable from the Net Revenues of the Water Utility, and all other sums customarily paid
26 from the revenues of the Water Utility.
27 (c) It will as required by Section 10.11.2 of the City Chaater (and it will
28 continue to do so whether or not required by said Charter) establish, maintain and collect
29 such charges and rates as will produce revenues sufficient to pay the reasonable cost of
30 operarion, repair and maintenance of the Water Utility and to pay the interest on and
31 principal of the 2003 Bonds and all bonds on a parity of lien with the 2003 Bonds, as and
32 when they become due, as well as to provide sufficient money to make the required
33 appropriations to the various funds and accounts established herein. The City will review
34 the schedule of rates and chazges for the Water Utility at least annually when the Boazd
35 budget is reviewed.
36 (d) It will not sell, lease, mortgage, or in any manner dispose of the Water
37 Utility or any part thereof (including any and all extensions and additions that may be
38 made thereto) until all revenue bonds payable from the Net Revenues of the Water Utility
39 or any part thereof have been paid in full; provided, however, that the City may se11 the
40 Water Utility or any part thereof if simultaneously with or prior to said sale all of the
41 outstanding bonds aze discharged in accordance with paragraph 25 of this resolution.
1A99050V2 3S
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1 Tlris covenant shall not be construed to prevent the sale by the City at fair market value
2 of real estate, equipment or other non-revenue-producing properties which in the
3 judgment of the City haue become unnecessary, uneconomical or inexpeclient to use in
4 connecrion with the Water Utility provided that suitable faciliries are obtained in place
5 thereof and provided fiuther that nothing herein is intended to prevent the City or Board
6 from temlinating or otherwise preventing the termination of contracts for the fiunishing
7 of water.
8 (e) It shall cause to be kept proper books, records and accounts adapted to the
9 Water Utility separate from other accounts to be audited at the end of each fiscal year. A
10 copy of said audit shall be fiunished, without cost, to the Purchaser of the 2003 Bonds. If
ll the City fails to provide such audit within a reasonable time after the end of said fiscal
12 year, the holders of riventy percent (20%) or more of the outstanding bonds may cause
13 such audit to be made at the expense of the City. The expense of preparing such audit
14 shall be paid as current operating expenses of the Water Utility. The Purchaser of the
15 2003 Bonds and the Holders thereof, or their duly appointed representatives, from tune to
16 time shall have the right, at all reasonable times, to inspect the Water Utility system and
17 to inspect and copy the books, records, accounts and data relating thereto. The City
18 agrees to furnish copies of such audit, without cost, to any Holder or Holders of the 2003
19 Bonds at their request within a reasonable tnne after the end of each fiscal year.
20 ( fl It will faithfully and punctually perform all duties with reference to the
Zl Wat� Utility required by the City Charter, the Constitution and laws of the State of
22 Minnesota and this resolution.
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
(g) It will grant no franchise to any competing utility.
24. Amendments. No change, amendment, modification or alteration shall be
made in the covenants made with Holders of the 2003 Bonds without the consent of the Holders
of not less than sixty percent (60%) in principal amount of such 2003 Bonds then outstanding
except for changes, amendments, modifications and alterations (a) made to cure any ambiguity
or formal defect or omission, or (b) which would not materially prejudice the Holders of such
outstanding 2003 Bonds; provided, however, that nothing herein contained shall pezmit or be
conshued as permitting (1) an extension of the maturity of the principal of or the interest on any
such 2003 Bonds, or (2) a reduction in the principal amount of any such 2003 Bond ar the rate of
interest thereon, or (3) a privilege or priority of any such 2003 Bond or 2003 Bonds over any
other bond or bonds except as otherwise provided herein, or (4) a reduction in the aggregate
principal amount of such 2003 Bonds required for consent to any change, amendment,
modification or alteration, or (5) the creation of any lien ravkiug prior to or on a parity with the
lien of such 2003 Bonds, except as hereinbefare expressly pemutted, or (6) a modificarion of any
of the provisions of this paragraph without the consent of the Holders of one hundred percent
(100%) of the principal amount of such 2003 Bonds outstanding.
39 25. Dischar�e. When all 2003 Bonds have been discharged as provided in this
40 paragraph, all pledges, covenants and other rights granted by this resolution to the Holders of the
41 2003 Bonds shall cease. The City may discharge all 2003 Bonds which aze due on any date by
42 depositing with the paying agent (but not if a City officer is the paying agent) or an escrow agent
1499050v2 36
o� -�y
1 for such 2003 Bonds on or before that date a sum sufficient for the payment thereof in full; or if
2 any 2003 Bond should not be paid when due, it may nevertheless be discharged by depositing
3 with the paying agent (but not if a City officer is the paying agent) or an escrow agent a sum
4 sufficient for the payment thereof in full. The City may also discbarge any prepayable 2003
5 Bonds which are called for redemption on any date when they aze prepayable according to their
6 terms, by depositing with the paying agent (but not if a City officer is the paying agent) or an
7 escrow agent on or before that date an amount equai to the principal, interest and redemption
8 premium, if any, which are then due, provided that norice of such redemption has been duly
9 given as provided in this resolution. The City may also at any tune discharge the issue of the
10 2003 Bonds in whole or in part by complying with the applicable provisions of Minnesota
i l Statutes, Section 475.67, and any amendments thereto, except that the funds deposited in escrow
12 in accordance with said provisions may but need not be in whole or part proceeds of advance
13 refunding bonds. The City may discharge 2Q03 Bonds as herein provided without the consent of
14 any Bondholders.
15 26. Fiscal Year. As used in this resolution the words "fiscal yeaz" shall mean
16 the twelve (12) month period be° nning on January 1 of each year and ending on December 31
17 of the same year. Should it be deemed advisable at some later date to change the fiscal yearly
18 basis, the same may be done by proper actions to that effect, which change shall not constitute an
19 amendment or modificarion of this resolution.
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
27. Records and Certificates. The officers of the City are hereby authorized
and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality
of the issuance of the Bonds, certified copies of all proceedings and records of the City relaYing
to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts relating to the legality and
marketability of the Bonds as the same appeaz 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 fiuuished, shall be deemed representations of the City as to
the facts recited therein.
28. Ne�ative Covenants as to Use ofProceeds and Improvements. The City
hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or
pemut them to be used, or to enter into any deferred payment arrangements for the cost of the
Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code. The City reasonabiy e�tpects that no
actions will be taken over the term of the Bonds that would cause them to be private activity
bonds, and the average term of the Bonds is not longer than reasonably necessary far the
governmental purpose of the issue. The City hereby covenants not to use the proceeds of the
Bonds in such a manner as to cause the Bonds to be "hedge bonds" within the meaning of
Section 149(g) of the Code.
39 29. Tas-Exempt Status of the Bonds: Rebate; Elections. The City shall
40 comply with requirements necessary under the Code to establish and maintain the exclusion from
41 gross income under Secfion 103 of the Code of the interest on the Bonds, including without
42 lunitation requirements relating to temporary periods for inveshnents, limitations on amounts
1499050v2 37
1 invested at a yield greater than the yield on the Bonds, and the rebate of excess investment
2 earnings to the United States.
3 If any elections aze availabie now or hereafter with respect to arbitrage or rebate
4 matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
5 Services, or any of them, are hereby authorized and directed to make snch elections as they deem
6 necessary, appropriate or desirable in connection with the Bonds, and all such elecrions shall be,
7 and shall be deemed and treated as, elections of the Ciry.
8 30. No Designation of Qualified TaY-Exempt Obli atg ions. The Bonds,
9 together with other obligations issued by the City in 2003, exceed in amount those which may be
10 qualified as "qualified tas-exempt obligations" within the meaning of Section 265(b)(3) of the
11 Code, and hence are not designated for such purpose.
12 31. Letter of Renresentations. The Letter of Representations for the Bonds is
13 hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the
14 City and received and accepted by The Depository Trust Company. So long as The Depository
15 Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
16 City shall comply with the provisions of the Letter of Representations, as it may be amended or
17 supplemented by the City from time to time with the agreement or consent of The Depository
18 Trust Company.
19 32. Paritv Findings. It is hereby found, determined and declared that:
20 (a) Neither the City nor the Board has any outstanding bonds, warrants,
21 certificates, or other obligations or evidences of indebtedness, or money borrowed far or
22 on account of the Water Utility or indebtedness for which any of the Net Revenues of all
23 or a part of the Water Utility have been pledged or which are a prior lien on such Net
24 Revenues, except the 1947 Bonds, 1998 Note and 2000 Bonds and the subordinate 1996
25 Note.
26 (b) All payments required to be made prior to the date hereof into the various
27 funds and accounts of the "Water Utility Fund" established pursuant to the resolutions of
28 this City Council which authorized the issuance of the 1997 Bonds, 1998 Note and 2000
29 Bonds have been made.
30 (c) The annual Net Revenues for each of the two (2) completed fiscal years
31 immediately preceding the issuance of the 2003 Bonds have been more than one and one-
32 half (1.5) rimes, specifically 2.58 and 3.46 times, respectively, the masimum annual
33 principal and interest coming due hereafter on all outstanding revenue obligations
34 payable from and having a parity of lien upon the Net Revenues, being the 1997 Sonds,
35 1998 Note and 2000 Bonds, and the 2003 Bonds as the obligations proposed to be issued,
36 to wit:
L499050v2 3g
�
1
2
3
4
5
6
�
9
10
Net Revenues 2002
Net Revenues 2001
Maximum Principal and Interest
on the 1997 Bonds
Maximum Annual Principal and
Intexest on the 1998 Note
Maacimum Annual Principal and
Interest on the 2000 Bonds
Maximum Annual Principal and
Interest on the 2003 Bonds
11 Maximum Annual Principal and
12 Interest on the 1997 Bonds, 1998 Note,
13 2000 Bonds and 2003 Bonds
14 (COMBINED FOR JOINT HIGHEST
15 YEAR, NOT SUM OF INDIVIDUAL
16 HIGHEST YEARS)
17 One and One-half (1.5) Times
18 Total Maximum Annual Principal
19 and Interest Requirements
$ 9,596,000
$12,848,078
� 878,218
$ 1,616,868
$ 949,500
$ 843,913
$ 3,708,438
$ 5,562,657
20 This City Council has been furnished with the Certificate of the General Manager of the
21 Water Utility atCesting to the foregoing facts.
22 (d) This City Council pursuant to advice from the Board hereby finds,
23 determines and declares that the estimated revenues to be derived from the operation of
24 the Water Utility during the term of the 2003 Bonds will be more than sufficient to
25 provide Net Revenues adequate to pay principal and interest when due on the 2003 Bonds
26 and on those other bonds which are now outstanding and to maintain the Reserves
27 required therefor.
28 (e) The 2003 Bonds have a December 1 maturity or maturities and have
29 interest payments on June 1 and December 1, and are in compliance with the other
30 requirements for parity bonds.
31 ( fl The proceeds of the 2003 Bonds shall only be used for the purpose of
32 making improvements, additions, extensions, renewals or replacements to the Water
33 Utility, and capitalizing interest or establishing Reserves and paying the costs of such
34 financing.
35 (g} As required by pazagraph 10 of the resolution authorizing the 1996 Note,
36 estimated Net Revenues of the Water Utility will be sufficient, in addition to all other
37 sources, far the payment of the 1996 Note and 2003 Bonds.
1499050v2
39
pz _�`I
1 33. Covenant with Holders. Each and all of the terms and provisions of this
2 resolution shall be and consritute a covenant on the part of the City to and with each and every
3 Holder from time to time of the Bonds.
4 34. Negoriated Sale. The City has retained Springsted 7ncorporated as an
5 independent financial advisor, and this Council has heretofore detennined, and does hereby
6 determine, to sell the Bonds by private negoriation to the Purchaser, all as provided by
7 Minnesota Statutes, Section 475.60, Subdivision 2(9).
8 35. Continuing Disclosure. The City is an obligated person with respect to the
9 Bonds. The City hereby agrees, in accardance with the provisions of Rule 15c2-12 (the "Rule"),
10 promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
11 Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
12 "Undertaking") hereinafter described, to:
13 A. Provide or cause to be provided to each nationally recognized municipal
14 securities information repository ("NRMSIR") and to the appropriate state information
15 depository ("SID"), if any, for the State of Minnesota, in each case as designated by the
16 Commission in accordance with the Rule, certain annual financial information and
17 operating data in accordance with the Undertaldng. The City reserves the right to modify
18 from tisne to time the terms of the Undertaking as provided therein.
19 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSII2
20 or to the Municipal Securities Rulemaking Boazd ("MSRB") and (ii) the SID, notice of
21 the occurrence of certain material events with respect to the Bonds in accordance with the
22 Undertaking.
23 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
24 or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual
25 financial informa6on with respect to the City described in the Undertaking.
26 The City agrees that its covenants pursuant to the Rule set forth in this paragraph
27 35 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds and shall
28 be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
29 these covenants shall be lunited to a right to obtain specific enfarcement of the City's obligations
30 under the covenants.
31 The Mayor and Director, Office of Financial Services, or any other officers of the
32 CiTy authorized to act in their stead (the "Officers"), are hereby authorized and directed to
33 execute on behalf of the City the Undertaldng in substantially the form presented to the City
34 Council, subject to such modifications thereof or additions thereto as are (i) consistent with the
35 requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
36 36. Severabilitv. If any section, paragraph ar provision of this resolution shall
37 be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
38 secfion, paragraph or provision shall not affect any of the remaining provisions of this resolution.
1499050v2 4�
�
6'1- do�f
1 37. Headin¢s. Headings in this resolution are included for convenience of
2 reference only and are not a part hereof, and shail not limit or define the meaning of any
3 provision hereof.
Yeas Nays Absent
Benanav
Blakey ✓
Bostrom �
Coleman �
Harris �
Lantry ✓
Reiter ✓
G O
Adopted
Adoption
�
Date � � � � �no-3
by Council Secretary
Date
�
Requested by Department of: �« a`� «�" L �� Y v�� e f
BV: �/
�rl
Form
By: _
�a9vosoWZ 41
85 E. SEVENrH PLACE, Siil'fE 700
SAINi' PAUL, M73 SSlO]-2887
651.223.3000 FAX: 651.223.3002
E-MAIL: advisors(�4,sprinQSted.com
l�
Award:
Sale:
b3-a��!
��a�
SPRINGSTED
Advison m che Pub)ic Suwr
$10,650,000
Ctity of Saint Pad, Minnesota
Water Revenue Bonds, Series 2003C
(Book Entry Only)
U.S. BANCORP PIPER JAFFRAY INC.
and Associates
February 26,2003
Moody's Rating: Aa2
Standard & Poor's Rating: AA+
Interest NetInterest True Interest
Bidder itates Price Cost Aate
U.S. BANCORP PIPER JAFFRAY INC. 2.00% 2003-2007 $10,529,236.00 $4,983,389.00 3.9494%
Wells Fazgo Brokerage Services, LLC
Edward D. Jones & Company
MORGAN STANLEY —
MORGAN STANLEY DW INC.
SALOMON SMITH BARNEY
UBSPAINEWEBBERINCORPORATED
CRONIN & COMPANY, INCORPORA TED
CIBC VTORLD MARKETS
HUTCHINSON, SHOCKEY, ERLEY &
co�n�
BANC OF AMERICA SBCURIITES LLC
CITT7.ENS BANK
2.50%
2.80%
3.10%
3.35%
3.50%
3.60%
3.70%
3.80%
3.90%
4.00%
4.125%
4.25%
435%
4.40%
2.�0%
225%
2.75%
3.00%
3.25%a
3.50%
3.75%
4.00%
a.i2s%
4.25%
430%
4375%
4.50%
2008
2D09
2010
2011
2012
2013
2014
2015
2016
2017-2018
2019
2020
2021
2022
2003-20�6
2007
2008
aoo9
2010
2011
2012-2013
20142017
zois
2019
2�2Q
2021
2022
$10,57�,3Q9.Q0 $5,089,258.19 4.0263%
(Continued)
CORPORATEOFFICE: SAIITfPAU1.,MN • vsi[avwebsileatwwwspdogs[edcom
DES MOINES, IA • MII.WAUKEE, WI • MINNEAPOLIS, MN • O�'6RLAND PARK, KS � VII2GINIA BEACH. VA • WASHINGfON, DC
Interest Netlnterest True Interest
Bidder Rates Price Cost Rate
RBC DAIN RAUSCHER INC.
ABN-AMI20 FINANCIAL. SERVICES
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
STII�'EI., NICOLAUS & CO., INC.
CHARLES SCHWAB & COMPANY
2.00%
2.50%
2.75%a
3.00%
3.25%
3.50%
3.7�%
3.80%a
3.90%
4.00%
4.125%
4.20°k
4.30%
4.40%
4.50%a
2003-2006
2007
2008
2009
2010
2011-2012
2013
2014
2015
2016
2017
2018
2019
2020
2021-2022
$10,547,228.50 $5,138,513.69 4.0683%
Reoffering Schedule Of The Purchaser
Rate Year Yield
2.00%
2.00%
N/A
2.00%
2.0�%
2.50%
2.80%
3.10%
335%
3.50%
3.60%
3.70%a
3.80%
3.90%
4.00%
4.00%
4.125%
4.25%
435%
4.40%
2003
2004
2005
2006
20d7
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
1.00%
1.10%
N/A
1.6�%
2.05°Ja
2.50%
2.85%
3.15%
3.40%
3.55%
3.65%
3.75%a
3.85%
3.959'0
4.00%
4.10%
4.20%a
430%
4.4Q%
4.45%
BBI: 4.79%
Average Maturity. 11.799 Years
o� -aoy
Financial Services
�dd Hurley 266-8837
U5T BE ON CAUNCIL AGE
02126/03 � 'C� _
DA7EINRIATED
07NM03 GREEN SHEET
In14aWafe __ _. . _
DEPARTMEN1DQtECTOR
ASSIGN
NUMBFR FOR
ROUTING
ORDER
TOTAL # OF SIGNATURE PAGES
No 114041
:_, zrac[a��
� LRYATlORHEY��] GRTCLERK ,
❑ FINANCIFLSERNCESDIR _� FlNNNGNLSERV/ACCTG I
� NAYOR ❑ I
1_ (CLIP ALL LOCATIONS FOR SIGNATURE) I
iis resolution accepts the winning pmposal and awards the bid for the $'10,650,000
'ater Revenue Bonds, Series 2003C. This is a competitive bond sale and the award
going to the bidder found most advantageos (lowest cost) to the City.
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
PROBLEMISSUE,OPPORTUNITY(Wlw, What, When, Where, Why)
RSONAL SERVICE CONTRARS MUST ANSW ER THE FOLLOWING QUESTIONS:
Has this persoNfrm ever worked under a contract for this aepartmenl?
YES NO
Has this persoNfirm ever been a city employee?
YES NO
Dces this pereoNfirtn possess a skill not normally possessed by any curtent city empl0yee?
YES NO
Is this peSONfiYm a Tar9eted ventloY�
YES NO
bontls are for the purpose of financirg various improvemerits to tbe Citys water utiliry, and will be repaitl by water revenues.
Nnll be available for improvmer�ts to the City's water utility.
IF APPROVED
IF NOT APPROVED
rieetled for various improvements to the Citys water Wliryvnll not be available.
TRANSACTION S
S�o,cso,000
COST/REVENUE BUDGETED (CIRCLE ONE�
ALTIVITY NUMBER
YES NO
INFORMATION (EXPLAIN)
03-z��
1 banks, brokers and dealers participating in the National System will do likewise (not as agents of
2 the City) if not the beneficial owners of the bonds; and /
3 WHEREAS, "Participants" means those finaucial institutions for w�om the
4 Depository effects book-entry transfers and pledges of securities deposited and immobilized with
5 the Depository�, and J�
6 WHEREAS, The Depository Trust Company, a limited
7 organized under the laws of the State of New York, or any of its succe.
8 funcfions hereunder (the "Depository"), will act as such depository wit
9 except as set forth below, and the City has heretofore delivered a lett "
10 "Letter of Representations") setting forth various matters relating t th
11 with respect to the Bonds; and f
12
13
14
15
16
p�' ose hust company
,s�Ys or successors to its
a respect to the Bonds
of representations (the
: Depository and its role
WHEREAS, the City will deliver the Bonds in e form of one certificate per
maturity, each representing the entire principal amount of th Bonds due on a particular mahuity
date (each a"Global Certificate"), which single certificate�er maturity may be transferred on the
City's bond register as required by the Uniform Commer al Code, but not exchanged for smaller
denominations unless the City determines to issue Repl�ement Bonds as provided below; and
17 WFIEREAS, the City will be able to lace the Depository or under certain
18 circumstances to abandon the "giabal book-entry f rm" by permitting the Global Certificates to
19 be exchanged for smaller denominations typical f ordinary bonds registered on the City's bond
20 register; and "Replacement Bonds" means the rtificates representing the Bonds so
21 authenticated and delivered by the Bond Rea trar pursuant to paraa aphs 6 and 12 hereof; and
22 WHEREAS, "Holder" as u d herein means the person in whose name a Bond is
23 registered on the registration books of th City maintained by the registraz appointed as provided
24 in pazagraph 8(the "Bond Registrar"); �nd
25 WHEREAS, pursuan o Minnesota Statutes, Section 475.60, Subdivision 2(9),
26 public sale requirements do not ap y to the Bonds, because the City has retained an independent
27 financial advisor and this Counci as determined to seli the Bonds by private negotiation, and
28 the City has instead authorized competitive sale without publication of notice thereof as a form
29 of private negotiation; and
30 WF�REAS, ule 15c2-12 of the Securities and Exchange Commission prohibits
31 "participaring underwriter from purchasing or selling the Bonds unless the City undertakes to
32 provide certain contin ' disclos�e with respect to the Bonds; and
33
34 Incorporated
35
36 Paul, Minne:
37
38 "Purchaser"�
149905U2
�AS, proposals for the Bonds have been solicited by Springsted
to an Official Statement and Terms of Proposal therein:
J, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
follows:
. Acceptance of Proposal. 'I`he proposal of (the
purchase $10,650,000 Water Revenue Bonds, Series 2Q03C, of the City (the
4
05 -aai
i "Bonds" or "2003 Bonds", or individually a"Bond" or "2003 Bond"), in accordance with the
2 Terms of Proposal for the bond sale, at the rates of interest hereinafter set forth, and to pay for
3 the Bonds the sum of $ , plus interest accrued to settlement, is hereby fp'und,
4 determined and declared to be the most favorable proposal received and is hereby accepted, and
5 the Bonds are hereby awazded to the Purchaser. The Director, Office of Financial S�rvices, or
6 his designee, is directed to retain the deposit of the Purchaser and to forthwith re to the others
7 making proposals their good faith checks or drafts.
8 2. TitletOri�inal Issue Date• Denottrinations; Maturiries The Bonds shall be
9
10
ll
12
13
14
15
16
17
18
14
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
34
40
41
titled "Water Revenue Bonds, Series 2003C", shall be dated March 1, 200 , as the date of
original issue and shall be issued forthwith on or after such date as fully gistered bonds. The
Bonds shall be numbered from R-1 upward. Global Certificates shall ach be in the
denomination of the entire principal amount maturing on a single dat� Replacement Bonds, if
issued as provided in pazagraph 6, shall be in the denomination of $5,000 each or in any integral
multiple thereof of a single maturity. The Bonds shall mature on�ecember 1 in the years and
amounts as foUows:
Yeaz
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Amount
$450,000
375,000
-0-
425,000
450,000
475,000
475,000
475,000
500,000
500,000
3. Purpose.
construction of the Project. The
in pazagraph 17. The total cost �
Minnesota Statutes, Section 475
and printing costs, interest accru
Net Revenues pledged and appr�
be incurred from the inception t{
to the amount of the Bonds. i
required of it to assure that w rk
that any and all permits and tud
Year
2013
2014
201a�
� q17
018
2019
2020
2021
2022
Amount
$525,000
550,000
575,QOQ
600,000
625,000
650,000
700,000
725,000
775,000
800,000
Che Bol�'ds shall provide funds for the acquisition and
proceg of the Bonds shall be deposited and used as provided
f the�roject, which shall include all costs enumerated in
65,/including legal and other professional charges, publication
� n on money borrowed for the Project before the collection of
ated therefor, and all other costs necessarily incurred and to
the completion of the Project, is estinnated to be at least equal
City covenants that it shall do all tlungs and perform all acts
on the Project proceeds with due diligence to completion and
es required under law for the Project are obtained.
4. Int rest. The Bonds shall bear interest payable semiannually on June 1
and December 1 of eac year (each, an "Interest Payment Date"), commencing December 1,
2003, calculated on th basis of a 360-day yeaz of twelve 30-day months, at the respective rates
�per annum set forth o posite the maturity years as follows:
1499050v2
0 a -�°`I
1 Maturitv Year
2
0
6
7
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
2003
2004
2�05
2006
2007
2008
2009
2010
2011
2012
Interest Rate
QIZ
°!o
Maturity Year
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Interest Rate
%
5. Descri tion of the Global Certificates Global Book-En S stem.
Upon their original issuance the Bonds will be issued in the rm of a single Giobal Certificate
for each maturity, deposited with the Depository or its age by the Purchaser and immobilized
as provided in paragraph 6. No beneficial owners of inte ests in the Bonds will receive
certificates representing their respective interests in th�onds except as provided in paragraph 6.
Except as so provided, during the term of the Bonds, eneficial ownership (and subsequent
transfers of beneficial ownership) of interests in the lobal Certificates will be reflected by book
entries made on the records of the Depository an ts Participants and other banks, brokers, and
dealers participating in the National System. T Depository's book entries of beneficial
ownership interests are authorized to be in inc ements of $5,000 of principal of the Bonds, but
not smaller increments, despite the larger au orized denominations of the Globa] Certificates.
Payment of principal of, premium, if any, d interest on the Global Certificates will be made to
the Bond Registrar as paying agent, and ' turn by the Bond Registrar to the Depository or its
nominee as registered owner of the Glo al Certificates, and the Depository according to the laws
and rules goveming it will receive an forward payments on behalf of the beneficial owners of
the Global Certificates.
Payment o
in the City's discretion be
by the Holder of a Global
Q
which request is x
the Bonds the Put
the Depository or
acceptable to the :
and shall be held :
1 of, premium, if any, and interest on a Global Certificate may
such other method of transferring funds as may be requested
onds. Pursuant to the request of the Purchaser to the Depository,
by the Terms of Proposal, immediately upon the original delivery of
will deposit the Global Certificates representing all of the Bonds with
nt. The Global Certificates shall be in typewritten form or otherwise as
tory, shall be registered in the name of the Depository or its nominee
ilized from circulation at the offices of the Depository on behalf of the
Purchaser and s sequent bondowners. The Depository or its nominee will be the sole holder of
record of the G obal Certificates and no investor or other paaty purchasing, selling or otherwise
h�ansferring o ership of interests in any Bond is to receive, hold or deliver any bond certificates
so long as Depository holds the Global Certificates immobilized from circulation, except as
provided b ow in this paragraph and in paragraph 12.
1499050v2
�
o � - �'i
Ea
�
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
hereby irrevocably pledged from the Net Revenues of the operation of the W�te/tility
system monthly commencmg m April, 2003, a sum equal to at least 1/12 (� 2003, 1f8
through November as to the 2003 Bonds oniy) of the total principal and �tterest on the
2003 Bonds and any other bonds issued on a parity therewith during th� enswng twelve
(12) montbs; provided, however, that no further payments need be m�ade to said account
when the moneys held therein aze sufficient for the payment of ail�ruicipal and interest
due on said bonds on and prior to the next maturity date. No mo�ey shall be paid out of
said account except to pay principal, premium, if any, and inte on the 2003 Bonds and
any other bonds which aze issued on a parity with the 2003 Bpnds.
(d) A"Reserve AccounY', which was heretofo�'e created, and is hereby
continued, to be used only when and if moneys in the �venue Bond Debt Service
Account or other moneys available therefor aze insuff� ient to pay principal, premium, if
any, and interest on the bonds payable from the Re�nue Bond Debt Service Account;
provided, however, that the moneys in the R
bonds, when such prepayment will retire all
from the Water Utility's retained earnings sk
the issuance of the 2003 Bonds, and amouni
the resolutions authorizing the issuance of�l
shall be maintained therein upon the issu�nc
to equal the amount required to be mai�taan�
erv Account may be used to prepay said
f�bonds then outstanding. $
��be deposited in the Reserve Account upon
already in the Reserve Account pursuant to
1997 Bonds, 1998 Note and 2000 Bonds
of the 2003 Bonds to the extent necessary
in the Reserve Account as set forth below,
being initially amounts required for t e 1997 Bonds, 1998 Note, 2000 Bonds and 2003
Bonds. Whenever the moneys in t Reserve Account exceed the amount required to be
maintained in the Reserve
the Revenue Bond Debt S�
Account shall be less than
as set forth below, such excess may be transferred to
count; and whenever the moneys in the Reserve
unt, the Reserve Account shall be restored to said
amount from the next availa e Net Revenues. The amount required to be maintained in
the Reserve Account shall �an amount equal to the lesser of: (1) ten percent (10%) of
the original principal amo t of the 2003 Bonds and other bonds payable from the
Revenue Bond Debt Se 'ce Account issued after the 1993 Bonds on a parity of lien
therewith, or (2) the m ximum principal and interest due in any year on the bonds
payable from the Re nue Bond Debt Service Account; and whenever the moneys in the
Reserve Account e ceed such amount required to be maintained therein, such excess may
be transferred to e Revenue Bond Debt Service Account. When only bonds issued after
the 1994 Bonds as defined in the resolution authorizing the issuance of the 1997 Bonds,
the °1994 Bon ") are outstanding, the "maacimum principal and interest due in any year"
on variable r e bonds shall be calculated at such time (for any variable rate bonds issued
prior to suc time) or in connection with their issuance (for variable rate bonds issued
after such e) assmning tYte variable rate bonds bear fixed interest for the remainder of
their te s or for their terms, as appropriate, at the rates prevailing at such time (for any
variabl rate bonds issued prior to such tune) or at the time of their issuance (for variable
rate b nds issued after such time) for utility revenue bonds of comparable quality,
mat�rity and talcable or tas-exempt status, provided that other or different assumptions
mrE� be used if necessary to obtain an investment grade credit rating far the variable rate
bpnds or to maintain the credit rating(s) then in effect for the bonds then outstanding.
1499050v2
31
D3-2A`l
invested at a yield greater than the yield on the Bonds, and the rebate of excess investrnent
eamings to the United States.
3 If any elections are available now or hereafter with respect to arbitra�� or rebate
4 matters relating to the Bonds, the Mayor, Clerk, Treasurer and Airector, Office of�Financial
5 Services, or any of them, aze hereby authorized and directed to make such electipns as they deem
6 necessary, appropriate or desirable in connection with the Bonds, and all sucl�elections shall be,
7 and shall be deemed and treated as, elections of the City. �
8
9
10
11
30.
The Bonds,
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26 (b) All j
27 funds and accounts
28 this City Council w
29 Bonds have been m
30
31
32
33
34
35
36
together with other obligations issued by the City in 2003, exceed in ount those which may be
qualified as"qualified taz-exempt obligations" within the meaning��ection 265(b)(3) of the
Code, and hence are not designated for such purpose. �
31. Letter of Representations. The Letter
for the Bonds is
hereby confirmed to be the Blanket Issuer Letter o£ Represe `tations dated April 10, 1996, by the
City and received and accepted by The Depository Trust C�mpany. So long as The Depository
Trust Company is the Depository or it or its nominee is e Holder of any Global Certificate, the
City shall comply with the provisions of the Letter of epresentations, as it may be amended or
supplemented by the City from fime to time with thefagreement ar consent of The Depository
Trust Company.
32. Paritv Findin�s. It is her�iy found, deterxnined and declared that:
(a) Neither the City nar tY}e Board has any outstanding bonds, warrants,
certificates, or other obligations or�dences of indebtedness, or money bonowed for or
on account of the Water Utility or debtedness for which any of the Net Revenues of all
or a part of the Water Utility hav been pledged or which are a prior lien on such Net
Revenues, except the 1997 Bo ds, 1998 Note and 2000 Bonds and the subordinate 1946
Note.
required to be made prior to the date hereof into the various
Tater Utility Fund" established pursuant to the resolutions of
orized the issuance of the 1997 Bonds, 1998 Note and 2000
(c) The�annuai Net Revenues for each of the two (2) completed fiscai years
immediately prec ding the issuance of the 2003 Bonds have been mare than one and one-
half (1.5) tunes, pecifically and times, respectively, the masimum
annual princip and interest coming due hereafter on ali outstanding revenue obligations
payable fro d having a parity of lien upon the Net Revenues, being the 1997 Bonds,
1998 Note�d 2000 Bonds, and the 2003 Bonds as the obligations proposed fo be issued,
to wit:
38
1499050v2
�
d3 - yo�i
1
2
3
4
5
6
�
9
10
Net Revenues 2002
Net Revenues 2001
Masimum Principal and Interest
on the 1997 Bonds
Mazcimum Annual Principal and
Interest on the 1998 Note
Maximum Annual Principal and
Interest on the 2000 Bonds
Ma�cunum Annual Principal and
Interest on the 2003 Bonds
11 Mascimum Annual Principal and
12 Interest on the 1997 Bonds, 1998 Note,
13 2000 Bonds and 2003 Bonds
14 (COMBINED FOR JOINT HIGHEST
15 YEAR, NOT SUM OF INDNIDUAL
16 HIGHEST YEARS)
17 One and One-half (1.5) Times
18 Total Maacimum Annual Principal
19 and Interest Requirements
20 This City Council has been fwnished
21 Water Utility attesting to the foregoin
$ 9,596,000
$12,848,078
$ 878,218
$ 1,616,868
$
$
�
the Certificate of the General Manager of the
22 (d) This City Council p uant to advice from the Board hereby finds,
23 deternunes and declazes that the timated revenues to be derived from the operation of
24 the Water Utility during the te of the 2003 Bonds will be more than sufficient to
25 provide Net Revenues adequ e to pay principai and interest when due on the 2003 Bonds
26 and on those other bonds w ch are now outstanding and to maintain the Reserves
27 required therefor.
28 (e) The 2�3 Bonds have a December 1 maturity or maturities and have
29 interest payments on une 1 and December 1, and are in compliance with the other
30 requirements for p�nty bonds.
31 ( fl e proceeds of the 2003 Bonds shall only be used for the purpose of
32 making unpro ements, additions, extensions, renewals or replacements to the Water
33 Urility, and apitalizing interest or establishing Reserves and paying the costs of such
34 financine.
35
36
37
1499050d1
;) As required by paragraph 10 of the resolufion authorizing the 1996 Note,
i Net Revenues of the Water Utility will be sufficient, in addition to a11 other
for the payment of the 1996 Note and 2003 Bonds.
39
85 SEVEXTH PLiCE EAST, SIDTE 700
SAIVTP.qUL,M\ Si101-2587
651.223.3000 F,�1Y:651.223.3002
E �I.AIL: ad�iwrsCsprinasted.com
�f `
SPRINGSTED
Ad1�uo.s rn tl:e P .�bLr Senor
February 26, 2003
Mr. Matt Smith, Director of Financiaf Services
Ms. Barb Maynard, Treasurer
Mr. Todd Hurley, Municipal Debt Manager
City of St. Faul Treasury Division
Office of Financial Services
160 Gity Hall
15 West Kellogg Bivd
Saint Paul, MN 55102
RE: Recommendations for Award of City of Saint Paul's:
$22,235,000 Generai Obligation Capitai improvement Bonds, Series 2003A
$3,340,000 General Obligation Street lmprovement Special Assessment Bonds,
Series 2003B
$10,650,000 Water Revenue Bonds, Series 2003C
Dear Mr. Smith, Ms. Maynard and Mr. Hurley:
a�-�`i
This letter summarizes ihe results ofi the competitive bids opened at 10:00 a.m. and at
10:30 a.m. this morning for these three issues.
Purpose of issues
The CIB Issue has two components. $19,000,000 is to fund various capital improvements.
$3,235,000 is to `currenY refund the 1995 CIB Issue to achieve interest cost savings. The Ci6
Issue wilf be repaid by property tax levies. The 1995 CIB issue has a current interest rate of
5.10°l0.
The purpose of the Street issue is twofold: first, to fund portions of the City's annual street
improvement program. This Street Issue is expected to be repaid by special assessments on
benefiting properties.
The purpose of the Water Issue is to fund current capital improvements of the Saint Paul
Regionai Water Authority. The Water Issue will be repaid by generai revenues of the Utility.
Tax-Exempt Market Rates
The municipal tax-exempt market remains in a historic low range. The national index of these
interest rates, the BBI, is at the very low point of 4.79%.
CORPORA7E OFFICE: SAINT PAUL, MN • Visit our �cebsitc at w�n
IOWA � KANSAS • MINNESOTA . VIRGP.VLA • WASHI�GTON, DC • WISCONS[N
City of Saint Paui, Minnesota
February 26, 2003
Page 2
Sale Resuffs
(57 JO�.
The City received five bids on the CIB Issue. The senior managers of the bidding syndicates
were as follows:
Rank Bidder
UBS PaineWebber Inc.
Advest, tnc.
Howe Barnes Investments
US Bancorp Piper Jaffray
RBC Dain Rauscher inc.
TIC %
2.9969%
2.9999%
3.0124%
3.0241 %
3.0409%
The lowest or best bid was received from UBS Pai�eWebber Inc. at a true interest rate of
2.9969%. Last year's CIB sale received a winning bid of 3.7160%. For the refunding portion of
this issue the TIC was 1.485%. This rate resulted in a net present valus interest cost savings
after deducting a{I financing costs of $106,600. The net future vaiue savings were $111,820.
The City received four bids on the Street Issue:
Rank Bidder YIC %
US Bancorp Piper Jaffray 3.6306%
UBS PaineWebber Inc. 3.6336%
Wachovia Bank, Nationai Association 3.6460%
RBC Dain Rauscher Inc. 3.6646%
The fowest or best bid was received from US Bancorp Piper Jaffray, at a true interest rate of
3.6306%.
The City received three bids on the Water Issue:
Rank Bidder
US Bancorp Piper Jaffray
Morgan Stanley, Dean Witter & Co.
RBC Dain Rauscher Inc.
TIC %
3.9494%
4.0263%
4.0683%
The lowest or best bid was received from US Bancorp Piper Jaffray at a true interest rate of
3.9494°!a
The difference in interest rates between these three issues is the result of the respective
repayment terms of the issues, with the CIB being the shorter term and the Street Issue being
the longer term. In general, shorter-term issues have lower interest rates than longer issues.
In the case of the Water Issue there is also a difference in credit quality.
We require bidders to submit their bids on a"True interest Rate" (TIC) basis, so as to reflect
the present value of their bids and thereby ensure the City award based on the lowesi cost to
the City. We have enclosed bid tabufation forms for each issue summarizis�g the bid spec+fics
and composition of each underwriting syndicate.
Recommendation
We recommend award of sale to US Bancorp Piper Jaffray on the Street Issue and Water
issue, and to UBS Paine Webber on the CIB Issue.
City of Saint Paul, Minnesota
February 26, 2003
Page 3
Basis of Recommendation
�7"��
We believe the interest rates received by the City today ref!ect aggressive bidding on each
issue. For all three issues the bid results are approximately 3/10ths of 1% under our estimates
of late January and early February. The objectives underlying each issue were exceeded with
interest rates well below the estimates, and interest cost savings on the refunding issues well in
excess of estimates.
Credit Rating
The City's general obligation rating for these issues were reaffirmeo by Standard & Poor's and
Moody's, at AAA from S&P, and Aa2 from Moody's. The City canducted an intensive effort with
the rating service to the City on this very successful issuance program.
We welcome any questions regarding this sale process.
Respectfuily,
C �� v �
David N. MacGillivray
Chairman
sja
Enclosure
85 E. SEVENTH PLACE, SUITE 100
SAINTPAUL,MN SS101-2587
651.223.3000 fAX:651.223.3002
E-MAIL: ad�dsors aesprin�sted.mm
��
$22,235,000
p�-,0`�
SPRINGSTED
Advisors co che Publ;c Seccm
City of Saint Paul, Minnesota
General Obligation Capital Improvement Bonds, Series 2003A
(Book Entry Only)
AWARD: UBS PAIlVEWEBBER INCORPORATED
MORGAN STANLEY - MORGAN STANLEY DW INC.
SALOMON SMITH BARNEY
CROIVIN & COMPANY, INCORPORATED
and Associates
SALE:
February 26, 2003
Moody's Rating: Aa2
Siandard & Poor's Rating: AAA
Interest Net Interest True In[erest
Bidder Rates Price Cost Rate
UBSPAINEWEBBERINCORPORATED
MORGAN STANLEY -
MORGAN STANLEY DW INC.
SALOMON SMITH BARNEY
CRONIN & COMPANY,INCORPORATED
CIBC World Markets
Citizens Bank
Hutchinson, Shockey, Erley &
Company
Banc of America Securities LLC
Kirlin Securities, Inc.
ADVEST, INC.
2.00% 2004-2007
3.50% 2008-2012
3.625% 2013
2.00% 2004-2006
2.50% 2007
3.50% 2008-2010
4.00% 2011-2013
$22,4A6,314.15 $3,442,448.35
$22,699,052.70 $3,480,747.30
2.9969 %
HOWE, BARNES INVESTMENTS, INC.
First Trust Portfolio
2.00% 2004-2007
3.50% 2068-2011
3.75% 2012-2013
2.9999 %
$22,494,298.79 $3,468,313.71 3.0124%
(Continued)
CORPORATE OFF/CE: SAIN7 PAUL, MN • Visi[ our websire at www.springsted.com
DES MOINES, IA • MILWAUKEE. WI . MINNEAPOLIS, MN . OVERLAND PARK, KS • VIRG[NiA BEACH, VA • WASHMGTON, DC
Interest Net Inferest True Inferest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE
SERVICES, LLC
RBC DAIN RAUSCHER INC.
ABN-AMRO FINANCIAL SERVICES
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
STIFEL, NICOLAUS & CO., INC.
CHARLES SCHWAB & COMPANY
Axelrod Associates, Inc.
Prudential Securities, lnc.
Stone & Youngberg LLC
Harris Trust & Savings Bank
Incorporated
Dougherty and Company LLC
Isaak Bond Investments, Inc.
Northern Trust Securities, Inc.
Prager, McCarthy & Sealy, LLC
2.00% 2004-2007
4.00% 2008-2013
2.00 %
2.50%
2.75 %
3.00%
3.25 %
3.75 %
4.00 %
2QQ4-2006
2007
2008
2009
2010
2011
2012-2013
$22,795,636.16 $3,519,663.84
$22,474,770.55 �3,504,329.45
Reoffering Schedule afthe Purchaser
Rate
2.00%
2.00 %
2.00%
2.00%
3.50%
3.50%
3.50 %
3.SQ%
3.50%
3.625%
Yeaz
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Yield
1.068 %
130%
1.65 %
2.00%
2.45 %
2.85 %
3.15°�
3.375 %
3.55%
3.66 %
3.0241 %
C 1�1•'.
BBI: 4.79%
Average Maturity: 5.096 Yeazs
85 E. SEVEMI l PLACE, SllITE 700
SAINT PAIIL, MN 55101-2887
651.223.3000 FAX:651.223.3002
E-MAIL: advisors(a�,sprin¢sted.com
��
Award:
Sale:
�'�- �'�`�
SPRINGSTED
Adrisan zo the Public Seccor
$10,650,000
City of Saint Paul, Min�esota
Water Revenue Bonds, Series 2003C
{Book Entry Only)
U.S. BANCORP PIPER JAFFRAY INC.
and Associates
February 26, 2003
Moody's Rating: Aa2
Standard & Poor's Rating: AA+
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC. 2.00% 2003-2007 $10,529,236.00 $4,983,389.00 3.9494%
Wells Fazgo Brokerage Services, LLC 2.50% 2008
Edward D. Jones & Company 2.80% 2009
3.10%
335%
3.50%
3.60%
3.70%
3.80%
3.90%
4.00%
4.125%
4.25%
435%
4.40%
MORGAN STANLEY —
MORGAN STANLEY DW INC.
SALOMON SMITH BARNEY
UBS PAINEWEBBER INCORPORATED
CRONIN & COMPANY, INCORPORATED
CIBC WORLD MARKETS
HUTCHINSON, SHOCKEY, ERLEY &
CONIPANY
BANC OF AMERICA SECURIT'IES LLC
CI7'IZENS BANK
2010
2011
2012
2013
2014
2015
2016
2017-2078
2019
2020
2021
2022
2.00%
2.25%
2.75%
3.00%
3.25%
3.50%
3.75%
4.00%
4.125%
4.25%
4.30%
4375%
4.50%
2003-2006
2007
2Q08
2009
2010
2011
2012-2013
7A14-2017
2018
2019
2020
2021
2022
$10,570,309.00 $5,089,258.19 4.0263%
(Continued)
CORPORATEOFFlCE: SAINTPAUI.,MN • Visitourwebvtea[wwwspringstfd.com
DESMOINES,IA • MILWAUKEE,WI • MINNEAP011S,MN • OVERI.ANDPARK,KS • VIRGINIABEACH,VA • WASFIIN470N,I7C
Interest NetInterest True Interest
Bidder Rates Price Cost Rate
RBC DAIN RAUSCHER INC.
ABN-AMRO F[NANCIAL SERVICES
GRiFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
STIFEL, NICOLAUS & CO., INC.
CHARI.ES SCHWAB & COMPANY
2.00%
2.50%
2.75%
3.00%
3.25%
3.50%
3.70%
3.80%
3.90%
4.00%
4.125%
4.20%
4.30%
4.40%
4.50%
2003-2006
2007
2008
2009
2010
2011-2012
2013
2014
2015
2016
2017
2018
2019
207A
2021-2022
$]0,547,228.50 $5,138,S13.69 4.0683%
Reoffering Schedule Of The Purchaser
Rate
2.00%
2.00%
N/A
2.00%
2.00%
2.50%
2.80%
3.10%
335%
3.50°k
3.60%
3.70%
3.80%
3.90%
4.00%
4.00%
4.725%
4.25%a
435°k
4.40%
Year
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2A17
2018
2019
2020
2021
2022
Yield
1.00%
1.10°/a
N/A
1.60%
2.05%
2.50%
2.85%
3.15%a
3.40%
3.55%
3.65%a
3.75%
3.85%
3.95%
4.00%a
4.10%
4.20°k
430%
4.40%
4.45%
BBI: 4.79%
Average Maturity: 11.799 Years
SSE.SEVENTH PLACE,SUI7EI00
SAINT PAUL, MN 5510! �HN7
65t.??3.3000 FAX:651.223.3002
E-MAIL: ad�'isors([�}prinpsced.com
��
o� -a°`t
SPRINGSTED
Ad�'ison m [he PubLc Seaor
$3,340,000
City of Saint Paul, Minnesota
General OUligation Street Improvement Special Assessment Bonds, Series 2003B
(Book Entry Only)
AWARD:
SALE:
February 26,2003
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE
SERVICES, LLC
UBS PAINEWEBBER INCORPORATED
MORGAN STANLEY -
MORGAN STANLEY DW INC.
SALOMON SMITH BARNEY
CRONIN & COMPANY, INCORPORATED
CIBC World Markets
Citizens Bank
Hutchinson, Shockey, Erley &
Comgany
Banc of America Securities LLC
Kirlin Securities, Inc.
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE SERVICES, LLC
2.00%
2.05 %
2.50 %
2.85 %a
3.00 �
3.15 �
3.30%
3.45%
3.60%
3.625%
3.75 %
2.00 %
2.45 %
3.10%
330%
3.50%
3.625 %
3.75 %
4.00%
20Q4-2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2004-2007
2008
2009-2010
2011
2012
2013
2014
2015
$3,309,940.00
$932,937.50
3.6306%
$3,339,372.95
$941,552.05
3.6336 %
(Continued)
CORPORATE OFF/CE: SAINT PAUL, MN . Visi[ our websire at wwwspringsred.wm
DES MOMES, IA • MILK'AUKEE, WI • MINNEAPOLIS, MN • OVERLAND PARK, KS • VIRGINIA BEACH, VA . WASHINGTON, DC
Intuest Net InteresY Trne Interes[
Bidder Rates Price Cost Rate
WACHOVIA SECURITIES
2.00% 2004-2006
2.25°� 2007
2.75% 2008
3.00% 2009
3.25 % 2010
3.50% 2011-2012
3.60% 2013
3.75 % 2014
3.85% 2015
$3,322,292.40 $940,065.10 3.6460%
RBC DAIN RAUSCHER INC. 1.50% 2004-2006 $3,340,641.40 $944,438.60 3.6646%
ABN-AMRO FINANCIAL SERVICES 2.00% 2007
GRIFFIN, KUBIK, STEPHENS & 2.40% 2008
THOMPSON, INC. 2.75°k 2009
_. _ 3.10% 2010 -
CHARLES SCHWAB & COMPANY 335°k 201I '
Axelrod Associates, Inc. 3.50% 2012
Prudential Securities, Inc. 3.625% 2013
Stone & Youngberg LLC 3.75% 2014
Harris Trust & Savings Bank
Robert W. Baird & Company,
Incorporated
Dougherty and Company LLC
Isaak Bond Investments, Inc.
Northern Trust Securities, Inc.
Prager, McCar[hy & Sealy, LLC
Rate
3.90% 2015
Reoffering Schedule ofthe Purchaser
2.00 °h
2.00 %
2.05 °k
2.50 %
2.85%
3.00%
3.15 %
33096
3.45 %
3.60 %
3.625%
3.75%
Yeaz
2004
2005
2006
2007
2008
2009
2010
2012
2012
2013
2014
2015
Yield
1.10%
1.60%
1.60%
2.05 %
2.50%
2.85%
3.15 %
335%
3.50%
3.60%
3.70 %
3.80°k
BBI: 4.79%
Average Mamriry: 7.695 Years