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Presented By
Referred
f/�'/r���D_
ii��%(l-�L �i'�'i 07��� Council File# Q� 3'J4
Green Sheet # ,T(' ( �3�
RESOLUTION
PAUL, MINNESOTA
Committee: Date
39
SUPPLEMENTING GENERAL
RESOLUTION RELATING TO
SEWER REVEN(.JE BONDS r1ND
PROVIDING FOR THE ISSUANCE OF
$6,300,000 SEWER REVENUE
BONDS, SERIES 20048
25 A. WHEREAS, the Director, Office of Financial Services, has presented proposals
26 received for the sale of $6,300,000 Sewer Revenue Bonds, Series 2004E (the "Series 2004E Bonds" or
27 `Bonds"), of the City of Saint Paul, Minnesota (the "Cit}�'); and
28 B. WHEREAS, the proposals set forth on Exhibit A attached hereto were received
29 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 11:00 a.m., Central Time,
30 this same day; and
31 C. WHEREAS, the Director, Office of Financial Services, has advised this Council
32 that the proposal of �r3S �nan�;wl ��vrcr��va`s found to be the most advantageous and has recommended
33 that said proposal be accepted; and
34 D.
35 No. 88-835, entitled
36 Resolution"); and
WHEREAS, on May 24, 1988, the City Council of the City adopted Resolution
"General Resolution Relating to Sewer Revenue Bonds° (the "General
37 E. WHEREAS, the General Resolution contemplates Supplemental Resolutions
38 which supplement or amend the General Resolution, including Supplemental Resolutions authorizing
39 the issuance of additional series of bonds secured on a parity with the Bonds initially issued pursuant to
40 the General Resolution, which were the City's Sewer Revenue Bonds, Series 1988A (the "Series 1988A
41 Bonds"), which are no longer outstanding; and
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F. WHEREAS, it is necessary and desirable to adopt this resolution as a
Supplemental Resolution to the General Resolution to provide for the issuance of the Bonds on a parity
of lien with the Cit}�s $26, 280,000 Sewer Revenue Refunding Bonds, Series 2003D (the "Series 2003D
Bonds"), which are the only bonds outstanding under the General Resolution, to finance rehabilitation
projects to the City's sewer system, including work on numerous pumping and lift stations and the
relining of existing sewer lines; and
G. WHEREAS, Sections 6.01(B) and (C) of the General Resolution provide for the
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issuance of parity lien bonds in part as follows:
°(B) Except as provided in Section 6.02, no additional revenue obligations
("Additional Bonds") payable from the moneys in the Sewer Service Enterprise Fund on
a parity of lien with the then outstanding Bonds shall be hereafter issued unless the
annual Net Revenues of the Sewer System for each of the two (2) completed Fiscal Years
immediately preceding the issuance of such Additional Bonds shall have been one and
one-quarter (1.25) times the maacimum annuai principal and interest coming due
thereafter on all Bonds (including the Additional Bonds) having a pazity of lien upon
Revenues. If the annual Net Revenues in either or both of the aforesaid two (2)
completed Fiscal Years shall be insufficient to meet the foregoing test, then the City shall
be entitled to adjust the Net Revenues far either or both of those Fiscal Years by
increasing the Net Revenues based on a projection of additional Revenues which would
have been available from any rate increase placed in effect prior to the adjustment, ar
from new users. The adjushnent of Revenues may assume such increase would have
been available for the entire Fiscal Year of adjushnent. The projection for adjustrnent
and finding of sufficiency of Net Revenues for the issuance of Addirional Bonds shall be
shown by a certificate issued by the Director, Department of Public Works, ar the City
Budget Director, or by an independent consulting engineering firm knowledgeable in
such matters and shall be a finding of and recited in the resolution of the City authorizing
such Additional Bonds. [Balance of (B) omitted].
"(C) In addition to the requirements of subsection (B) above, the following
conditions shall be met prior to the issuance of each series of Additional Bonds:
"(1) The payments required to be made (at the time of the issuance of
such Additional Bonds) into the various Funds and Accounts provided for in this
Resolution haue been made.
"(2) The proceeds of such Additional Bonds shall be used only for the
purpose of making Improvements to the Sewer System or to refund (or advance
refund) Bonds or any other bonds or obligations issued to finance the Sewer
System, and capitalizing interest or making a deposit to the Reserve Fund and
paying the costs of such financing.' ; and
38 H. WHEREAS, Revenues of the Sewer System are being utilized to pay the City's
39 Water Pollurion Abatement Bonds, and Revenues in the sixth use at section 4.03(A) of the General
40 Resolution have been pledged to the payment of the City's General Obligation Sewer Revenue Bonds,
41 Series 1998E, and the following seven outstanding Notes of the City: General Obligation Sewer
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1 Revenue Note of 1993, General Obligation Sewer Revenue Note of 1994, General Obligation Sewer
2 Revenue Note of 1995, General Obligation Sewer Revenue Note of 1996, General Obligation Sewer
3 Revenue Note of 1997, General Obligation Sewer Revenue Note of 1999, and General Obligation Sewer
4 Revenue Note of 2000 (collecfively, the "General Obligarion Bonds and Notes"); and
I. WHEREAS, the Reserve Account will be funded for the Bonds by a deposit from
moneys on hand as pemutted by the General Resolution; and
7 J. WHEREAS, the City will deliver the Bonds in "global book-entry form" as
8 described in the General Resolution, and the City has heretofore executed a Blanket Issuer Letter of
9 Representarions (the "Letter of Representations") settiug forth various matters relating to The
10 Depository Trust Company as Depository and its role with respect to the Bonds; and
11 K. Wf�REAS, "Holder" as used herein means the person in whose name a Bond is
12 registered on the registration books of the City maintained by the registrar appointed as provided in
13 pazagraph 9(the "Bond Registrar"); and
14 L. WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
15 public sale requirements do not apply to the Bonds, because the City has retained an independent
16 fmancial advisor and this Council has determined to sell the Bonds by private negotiation, and the City
17 has instead authorized a competitive sale without publication of notice thereof as a form of private
18 negotiation; and
19 M. WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
20 "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to provide
21 certain continuing disclosure with respect to the Bonds; and
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N. WHEREAS, proposals for the Bonds haue been solicited by Springsted
Incorporated pursuant to an Official Statement and Terms of Proposal therein:
NOW, THEREFORE, BE TT RESOLVED by the Council of the City of Saint Paul,
Minnesota, as follows:
1. Supplemental Resolution No, 3: Parity Bonds Findings; Capitalized Terms. This
resolution is "Supplemental Resolution No. 3" to the General Resolution, and constitutes a
"Suppiemental Resolution" as defined therein. The Series 2004E Bonds are "Additional Bonds" which
aze "Fixed Rate Bonds" and "Ta:c-Exempt Bonds", all as defined in the General Resolution. It is hereby
found, deternuned and declared that (1) the Series 2004E Bonds are issued on a parity of lien with the
Series 2003D Bonds pursuant to Section 6A1(B) of the General Resolution to finance rehabilitation
projects to the City's sewer system, including work on numerous pumping and lift stations and the
reluung of existing sewer lines, and (2) the Series 2004E Bonds meet the requirements to be parity
bonds, as furdier set forth in paragraph 31. Capitalized terms used in this resolution which are not
defined herein but which are defined in the General Resolution shall have the meanings given such
terms in the General Resolution.
37 2. Acceptance of Pronosal. The proposal of UBS Financial Services Ina ( the
38 "Purchaser") to purchase the $6,300,000 Sewer Revenue Bonds, Series 2004E, of the City (the "Series
39 2004E Bonds" or `Bonds", or individually a"Series 2004E Bond" ar`Bond"), in accordance with the
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1 Revenue Note of 1993, General Obligation Sewer Revenue Note of 1994, General
2 Revenue Note of 1995, General Obligation Sewer Revenue Note of 1996, General
3 Revenue Note of 1997, CTeneral Obligarion Sewer Revenue Note of 1999, and Ger
4 Revenue Note of 2000 (coliecfively, the "General Obligation Bonds and Notes");j
ga � n Sewer
tion Sewer
Obligation Sewer
5 T. VVHEREAS, the Reserve Account will be funded for t Bonds by a deposit from
6 moneys on hand as permitted by the General Resolution; and
7 J. WHEREAS, tbe City will deliver the Bonds in " obal book-entry form" as
8 described in the General Resolufion, and the City has heretofore exec ted a Blanket Issuer Letter of
9 Representations (the "Letter of Representations") setting forth vari s matters relating to The
10 Depository Trust Company as Depository and its role with respec�t to the Bonds; and
11 K. W HEREAS, "Holder" as used here�ans the person in whose name a Bond is
12 registered on the registration books of the City maintained the registrar appointed as provided in
13 paragraph 9(the "Bond Registrar"); and
14 L. WI3EREAS, pursuant to Minn 'ota Statutes, Section 475.60, Subdivision 2(9),
15 public sale requirements do not apply to the Bonds,�cause the City has retained an independent
16 fmanciai advisor and this Council has determined�o sell the Bonds by private negotiation, and the City
17 has instead authorized a competitive sale witho�}x publication of notice thereof as a form of private
18 negotiation; and r
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19 M. WHEREAS, Rule 15'c2-12 of the Securities and Exchange Commission prohibits
20 "participating underwriters" from purcha�`ing or selling the Bonds unless the City undertakes to provide
21 certain conrinuing disclosure with respect to the Bonds; and
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N. WHE
Incorporated pursuantto an
NOW,'
Minnesota, as follows:
1.
This
27 resolution is "Supplemahtal Resolution No. 3" to the General Resolution, and constitutes a
28 "Supplemental Resol ion" as defined therein. The Series 2004E Bonds are "Additional Bonds" which
29 are "Fixed Rate Bo s" and "Tax-Bxempt Bonds", all as defined in the General Resolution. It is hereby
30 found, determined � d declared that (1) the Series 2004E Bonds are issued on a parity of lien with the
31 Series 2003D B ds pursuant to Section 6.01(B) of the General Resolution to finance
32 and (2) the Se � s 2004E Bonds meet the requirements to be parity bonds, as fiirther set forth in
33 paragraph 3�apitalized terms used in this resolution which are not defined herein but which are
34 defined an e General Resolution shall have the meanings given such terms in the General Resolution.
35 2. Accentance of Prouosal. The proposal of ( the
36 "Pure ser"), to purchase the $6,300,00� Sewer Revenue Bonds, Series 20Q4E, of the City (the "Series
37 2004 Bonds" or `Bonds", or individually a"Series 2004E Bond" or `Bond"), in accordance with the
38 Ternns of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the Bonds
39 the sum of $ , plus interest accrued to settlement, is here6y found, determined and
for the Bonds haue been solicited b� Springsted
Statement and Terms of Proposal therein:
BE IT RESOLVED by the Council of the City of Saint Paul,
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1 Terms of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the Bonds
2 the sum of $6,264,602.20, plus interest accrued to settlement, is hereby found, determnied and declared
3 to be the most favorable proposal received and is hereby accepted, and the Bonds aze hereby awazded to
4 the Purchaser. The Director, Office of Financial Services, or his designee, is directed to retain the
5 deposit of the Purchasez and to forthwith retum to the others making proposals their good faith checks or
6 drafts.
7 3. Title; Ori�inal Issue Date; Denominations; Maturities. T7ae Bonds shall be titled
8 "Sewer Revenue Bonds, Series 2004E", shall be in the aggegate principal amount of $6,300,000, sha11
9 be dated April 1, 2004, as the date of original issue and shall be issued forthwith on or after such date as
10 fully registered bonds. The Bonds shall be numbered from R-1 upwazd. Global Certificates shall each
i l be in the denomination of the entire principal amount maturing on a single date, or, if a portion of said
12 principal amount is prepaid, said principal amount less the prepayment. Replacement Bonds, if issued
13 as provided in pazagraph 7, shall be in the denomination of $5,000 each or in any integral mulriple
14 thereof of a single maturity. The Bonds shall mature on December 1, as provided in Section 2.08 of the
15 General Resolution, in the years and amounts as follows:
Year
2004
2005
2006
2007
2008
2009
2010
2011
2012
Amount
$310,000
240,000
245,000
245,000
255,000
260,000
265,000
275,000
285,000
Year
2013
2014
2016
2018
2020
2021
2022
2023
Axnount
$290,000
300,000
640,000
690,000
750,000
400,000
415,000
435,000
16 4. Purpose. The Bonds shall provide funds for rehabilitation projects to the City's
17 sewer system, including work on numerous pumping and lift stations and the relining of exisring sewer
18 lines (the "Tmprovements").
19 5. Interest. The Bonds shall beaz interest payable semiannually on June i and
20 December 1 of each year as provided in Section 2.08 of the General Resolution (each, an"Interest
21 Payment Date"), commencing December 1, 2004, calculated on the basis of a 360-day year of twelve
22 30-day months, at the respective rates per annum set forth opposite the maturity years as follows:
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1 declared to be the most favorable proposal received and is hereby accepted, and the Bonds ar ereby
2 awazded to the Purchaser. The D'uector, Office of Financial Services, or his designee, is d� cted to
3 retain the deposit of the Purchaser and to forthwith retum to the others maldng proposa their good faith
4 checks or drafts.
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3. Title; Ori�inal Issue Date; Denominations: Maturities. e Bonds shall be titled
"Sewer Revenue Bonds, Series 2004E", shall be in the aggregate principal unt of $6,300,000, shall
be dated April 1, 2004, as the date of original issue and shall be issued fo with on ar after such date as
fully registered bonds. The Bonds shall be numbered from R-1 upwazd. lobal Certificates shall each
be in the denomination of the entire principal amount maturing on a s' gle date, or, if a portion of said
principal amount is prepaid, said principal amount less the prepa nt. Replacement Bonds, if issued
as provided in pazagraph 7, shall be in the denomination of $5,0 each or in any integral multiple
thereof of a singje maturity. The Bonds shall mature on Dece er 1, as provided in Section 2.08 of the
General Resolurion, in the years and amounts as follows:
Year
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Amount
$310,000
240,000
245,000
285,000
290,000
Year
2014
2015
2016
2017
2018
2014
2020
2021
2022
2023
Amount
$300,000
315,000
325,000
340,000
350,000
365,000
385,000
400,000
415,000
435,000
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15 4. Purpose. he Bonds shall provide funds for rehabilitation projects to the City's
16 sewer system, including work,on numerous pumping and lift stations and the relining of existing sewer
17 lines (the "Tmprovements"}.�
18 5. Int�rest. The Bonds shall bear interest payable semiannually on 3une 1 and
19 December 1 of each ye �' as provided in Section 2.08 of the General Resolution (each, an"Interest
20 Payment Date"), comu9encing December 1, 2004, calculated on the basis of a 360-day year of twelve
21 30-day months, at tl� respective rates per annum set forth opposite the maturity years as follows:
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Maturity Yeaz
2004
2005
2006
200'7
2008
2009
2010
2011
2012
2.250%
2.250
2.250
2.250
2.500
2.500
3.000
3.000
3.125
Maturitv Year
2013
2014
2016
2018
2020
2021
2022
2023
Tnterest Rate
3300%
3.500
3.750
4.000
4.100
4.150
4.200
4.250
2 6. Description of the Global Certificates and Global Book-Entr� s'S tem. Upon their
3 original issuance the Bonds will be issued in the form of a sangle Global Certificate for each maturity,
4 deposited with The Depository Trust Company or its agent as the Depository by the Purchaser and
5 immobilized as provided in paragraph 7, all in accordance with (and as provided in, and with the force
6 and effect provided in) Sections 2.01 and 2.11 of the General Resolution.
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7. Immobilization of Global Certificates bv the Depository; Successar Depositorv:
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 a11 of the Bonds with the Depository or its agent,
subj ect to the possible issuance later of Replacement Bonds, all in accordance with (and as provided by,
and with the force and effect provided in) Section 212 of the General Resolution.
Redemntion.
14 (a) O_ptional Redemption. All Bonds maturing after December 1, 2014, shall be subject to
15 redemption and prepayxnent at the option of the City on such date and on any day thereafter at a price of
16 par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment.
17 If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of mahxrity and in
18 such amount per maturity as the City shall determine (treating amounts scheduled for mandatory
19 redemption as maturities); and if only part of the Bonds having a common maturity date are called for
20 prepayment, the Global Certificates may be prepaid in $5,000 increments of principal and, if applicable,
21 the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
22 (b) Scheduled Mandator�Redem t� ion. Term Bonds maturing in the year 2016 are subject to
23 redemption and prepayment on December 1, 2015, at a price of par plus accnxed interest, without
24 premium, in the amount set forth below:
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Year Amount
2015 $315,000
2016 325,000 (Maturity)
Term Bonds mahuing in the year 2018 are subject to redemption and prepayment on December 1, 2017,
at a price of par plus accrued interest, without premium, in the amount set forth below:
Interest Rate
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Maturitv Year
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2
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Interest Rate Maturitv Yeaz Interest Rate
% 2014 %
2015
2016
2017
2018
2019
2020
2021
3 original issuance the Bonds will be issued in the f
4 deposited with The Depository Tnxst Company or
5 immobilized as provided in paragraph 7, all in ac
6 and effect provided in) Sections 2.01 and 2.11 �
fi tes and Global Book-En S stem. Upon their
f a single Global Certificate for each maturity,
agent as the Depository by the Purchaser and
ance with (and as provided in, and with the force
General Resolution.
7 7. Immobilizarion of Gl al Certificates b the De osito • Successor p osito •
8 Replacement Bonds. Pursuant to the req st of the Purchaser to the Depository, which request is
9 required by the Terms of Proposal, i diately upon the original delivery of the Bonds the Purchaser
10 will deposit the Global Certificates r esenting all of the Bonds with the Depository or its agent,
11 subject to the possible issuance late ofReplacement Bonds, all in accordance with (and as provided by,
12 and with the force and effect pro ' ed in) Section 2.12 of the General Resolution.
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(a) O tionai Re em tion• Due Date. All Bonds maturing after December 1, 2014, shall be
subject to redemption an prepayment at the option of the City on such date and on any day thereafter at
a price of par plus acci d interest. Redemption may be in whole ar in part of the Bonds subject to
prepayment. If rede tion is in part, those Bonds remaining unpaid may be prepaid in such order of
maturity and in suc amount per maturity as the City shall determine; and if only part of the Bonds
having a common aturity date are called for prepayment, the Global Certificates may be prepaid in
$5,000 increme s of principal and, if applicable, the specific Replacement Bonds to be prepaid shall be
chosen by lot the Bond Registrar. Bonds or portions thereof called for redemption shall be due and
payable on t redemption date, and interest thereon shall cease to accrue from and after the redemption
date.
24 ) Notation on Global Certificate. Upon a reduction in the aggregate principal amount of a
25 Giob Certificate, the Holder may make a notation of such redemption on the panel provided on the
26 Glo al Certificate stating the amount so redeemed, or may return the Global Certificate to the Bond
27 R'straa in exchange for a new Global Certificate authenticated by the Bond Registrar, in proper
28 rincipal amount. Such notation, if made by the Holder, shall be for reference only, and may not be
29 relied upon by any other person as being in any way determinative of the principal amount of such
3 Global Certificate outstanding, unless the Bond Registrar has signed the appropriate column of the
31 panel.
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Year Amount
2017 $340,000
2018 350,000 (Maturity)
4 Term Bonds mahuiug in the yeaz 2020 are subject to redemption and prepayment on December 1, 2019,
5 at a price of par plus accrued interest, without premium, in the amount set forth below:
Year Amount
2019 $365,000
2020 385,000 (Mahxrity)
9 (c) Due Date. Bonds or portions thereof called for redemprion shall be due and payable on
10 the redemption date, and interest thereon shall cease to accrue from and after the redemprion date.
11 (d) Notation on Global Certificate. Upon a reduction in the aggregate principal amount of a
12 Global Certificate, the Holder may make a notation of such redemption on the panel provided on the
13 Global Certificate stating the amount so redeemed, or may return the Global Certificate to the Bond
14 Registraz in exchange far a new Global Certificate authenticated by the Bond Registrar, in proper
15 principal amount. Such notation, if made by the Hoider, shall be for reference only, and may not be
16 relied upon by any other person as being in any way determinative of the principal amount of such
17 Global Certificate outstanding, unless the Bond Registrar has signed the appropriate column of the
18 panel.
19 (e) Selection of Replacement Bonds. To effect a partial redemption of Replacement Bonds
2Q ha�ing a common maturity date, the Bond Registraa� prior to giving notice of redemption shall assign to
21 each Replacement Bond having a common maturity date a distinctive number for each $5,000 of the
22 principal amount of such Replacement Bond. The Bond Registrar shall then select by lot, using such
23 method of selecrion as it shall deem proper in its discretion, from the numbers so assigned to such
24 Replacement Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount
25 of such Replacement Bonds to be redeemed. The Replacement Bonds to be redeemed shall be the
26 Replacement Bonds to which were assigned numbers so selected; provided, however, that oniy so much
27 of the principal amount of each such Replacement Bond of a denomination of more than $5,000 shall be
28 redeemed as shall equal $5,000 for each number assigned to it and so selected.
29 ( fl Partial Redemption of Replacement Bonds. If a Replacement Bond is to be redeemed
30 only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires,
31 a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the
32 Holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if
33 necessaxy) and the Bond Registrar shall authenticate and deliver to the Holder of such Replacement
34 Bond, without service chazge, a new Replacement Bond or Bonds of the same series having the same
35 stated maturity and interest rate and of any authorized denomination or denominarions, as requested by
36 such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the
37 principal of the Bond so surrendered.
38 (g) Request for Redemntion. The Bond Registrar shall call Bonds for redemption and
39 payxnent as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior to the
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1 (c) Selection of Revlacement Bonds. To effect a partial redemption of Repl ement Bonds
2 having a common maturity date, the Bond Registrar prior to giving norice of redempf n shall assign to
3 each Replacement Bond having a common maturity date a distinctive number for ch $5,000 of the
4 principal amount of such Replacement Bond. The Bond Registraz shall then sel t by lot, using such
5 method of selection as it shall deem proper in its discretion, from the number so assigned to such
6 Replacement Bonds, as many numbers as, at $5,000 for each number, shal qual the principal amount
7 of such Replacement Bonds to be redeemed. The Replacement Bonds t e redeemed shall be the
8 Replacement Bonds to which were assigned numbers so selected; pro �ded, however, that only so much
9 of the principal amount of each such Replacement Bond of a deno � ation of more than $5,000 shall be
10 redeemed as shall equal $5,000 for each number assigned to it an so selected.
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(d) Partial Redemntion of Replacement Bonds. If Replacement Bond is to be redeemed
only in part, it shall be surrendered to the Bond Registrar ( rth, if the City or Bond Registrar so requires,
a written instrument of transfer in form satisfactory to th ity and Bond Registrar duly executed by the
Holder thereof or his, her or its attorney duly authorize in writing) and the City shall execute (if
necessary) and the Bond Registrar shall authenticate d deliver to the Holder of such Replacement
Bond, without service charge, a new Replacement ond ar Bonds of the same series having the same
stated maturity and interest rate and of any autho zed denomination or denominations, as zequested by
such Holder, in aggregate principal amount eq 1 to and in exchange for the unredeemed portion of the
principal of the Bond so surrendered.
(e) Reauest for Redemption. he Bond Registrar shall call Bonds for redemption and
payment as herein provided upon recei by the Bond Registrar at least forty-five (45) days prior to the
redemption date of a request of the C� y, in written form if the Bond Registrar is other than a City
officer. Such request shall specify e principal amount of Bonds to be called for redemption and the
redemption date.
(� Notice. Maile notice of redemption shall be given to the paying agent (if other than a
City officer) and to each aff ted Holder. If and when the City shall call any of the Bonds for
redemption and payment ar to the stated maturity thereof, the Bond Registrar shall give written notice
in the name of the City o its intention to redeem and pay such Bonds at the office of the Bond Registrar.
Notice of redemption s all be given by first class mail, postage prepaid, mailed not less than thirty (30)
days prior to the rede ption date, to each Holder of Bonds to be redeemed, at the address appearing in
the Bond Register. 11 norices of redemption shall state:
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The redemption date;
(ii) The redemption price;
` (iii) If less than all outstanding Bonds are to be redeemed, the identification (and, in
case of partial redemption, the respective principal amounts) of the Bonds to be redeemed;
(iv) That on the redemption date, the redemption price will become due and payable
upon each such Bond, and that interest thereon shall cease to accrue from and after said date; and
(v) The place where such Bonds are to be surrendered for payrnent of the redemption
price (which shall be the office of the Bond Registrar).
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redemption date of a request of the City, in written form if the Bond Registrar is other than a City
officer. Such request shail specify the principal amount of Bonds to be called for redemption and the
redemption date.
(h) Notice. Mailed notice of redemprion 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 notice
in the name of the City of its intention to redeem and pay such Bonds at the office of the Bond Registrar.
Notice of redemption shall be given 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 norices of redemption shall state:
(i)
(ii)
(iii) If less than all outstanding Bonds are to be redeemed, the identification (and, in
the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed;
(iv) That on the redemption date, the redemption price will become due and payable
upon each such Bond, and that interest thereon shall cease to accrue from and after said date; and
(v) The place where such Bonds are to be surrendered for payment of the redemption
price (which shall be the office of the Bond Registrar).
The redemption date;
The redemption price;
19 (i) Notice to Depository. Notices to The Depository Trust Company or its nominee shall
20 contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than the
21 Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such nofice to the
22 Depositozy on the busaness day next preceding the date of mailing of such notice to all other Holders.
23
24
25
26
27
28
24
30
31
9. Bond Re '€�straz. As provided in Section 2.03 of the Ceneral Resolution, U.S.
Bank National Association is appointed to act as bond registrar and transfer agent with respect to the
Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly
appointed. A successor Bond Registraz shall be an officer of the City or a bank or trust company
eligible for designarion as bond registraz 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 shali 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 15.
32 10. Forms of Bond The Bonds shall be in the form of Globai Certificates unless and
33 until Replacement Bonds are made available as provided in pazagraph 7, all pursuant to Sections 2.01,
34 2.14 and 2.17 of the General Resolution. Each form of bond may contain such additional or different
35 terms and provisions as to the form of payment, record date, notices and other matters as are consistent
36 with the I,etter of Representations and approved by the City Attomey.
37 A. Global Certificates. The Global Certificates, together with the legend regarding
38 bond insurance, the Certificate of Registration, the Register of Partial Payments, form of Assignxnent
1622999v3 7
o�- 3`� g
(g) Norice to Depository. Norices to The Depository Trust Company or i nominee shall
contain the CUSIP numbers of the Bonds. If there aze any Holders of the Bonds er than the
Depository or its nominee, the Bond Registru shall use its best efforts to deliv any such notice to the
Depository on the business day next preceding the date of mailing of such n ice to all other Holders.
5 9. Bond Re �ig_strar. As provided in Section 2.03 of e General Resolution, U.S.
6 Bank National Association is appointed to act as bond registrar and sfer agent with respect to the
7 Bonds (the "Bond Registraz"), and shall do so unless and until a s cessor Bond Registrar is duly
8 appointed. A successor Bond Registraz shali be an officer of th ity or a bank or trust company
9 eligible for designation as bond registraz pursuant to Minneso Statutes, Chapter 475, and may be
10 appointed pursuant to any contract the City and such succe or Bond Registrar shall execute which is
11 consistent herewith. The Bond Registrar shall also serve paying agent unless and until a successor
12 paying agent is duly appointed. Principai and interest the Bonds shall be paid to the Holders (or
13 record holders) of the Bonds in the manner set forth ' the forms of Bond and paragraph 15.
14 10. Forms of Bond The Bon shall be in the form of Global Certificates unless and
15 until Keplacement Bonds aze made available rovided in paragraph 7, all pursuant to Sections 2.01,
16 2.14 and 2.17 of the General Resolution. Ea form of bond may contain such additional or different
1 � terms and provisions as to the form of pa ent, record date, notices and other matters as are consistent
18 with the Letter of Representations and ap roved by the City Attorney.
19 A. Global Certific es. The Global Certificates, together with the legend regarding
20 bond insurance, the Certificate of R gistration, the Register of Partial Payments, form of Assignment
21 and the registration information reon, shali be in substantially the following form and may be
22 typewritten rather than printed:
1622999v3 7
1 and the registration anformation thereon, shall be in substantially the following form and may be
2 typewritten rather than printed:
1622999v3
o�- 3�g
iJNITED STATES OF AMERICA
3 STATE OF MINNESOTA
4 RAMSEY COUNTY
5 CITY OF SAINT PAi3L
R-
�
SEWER REVENLTE
BOND, SERIES 2004E
INTEREST
RATE
10
11
12 REGISTERED OWNEIZ:
13
14 PRINCII'AL AMOUNT:
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
MATURITX
DATE
December 1, _
DATE
, 2004
DOLLARS
CUSIP
KNOW ALL PERSONS THESE PRESENTS that the City of Saint Paul, Ramsey
County, Minnesota (the "Issuer" or "Ci "), certifies that it is indebted and for value received promises
to pay to the registered owner specifi above or on the certificate of registration below, or registered
assigns, in the manner hereinafter s forth, the principal amount specified above, on the maturity date
specified above, unless called for arlier redemption, and to pay interest thereon semiannually on June 1
and December 1 of each year (e ch, an"Interest Payment Date"), commencing December 1, 2004, at the
rate per annum specified abov (calculated on the basis of a 360-day year of twelve 30-day months)
until the principal sum is p� or has been provided for. This Bond will bear interest from the most
recent Interest Payment D e to which interest has been paid or, if no interest has been paid, from the
date of original issue he of. The principal of and premium, if any, on this Bond are payable in same-
day funds by 2:30 p.xxxjEastern time, upon presentation and surrender hereof at the principal office of
in , Minnesota (the "Bond
Registrar"), actin s paying agent, or any successor paying agent duly appointed by the Issuer;
provided, howev r, that upon a partial redemption of this Bond which results in the stated amount hereof
being reduced e Holder may in its discretion be paid without presentation of this Bond, which
payment sha be received no later than 230 p.m., Eastern time, and may make a notation on the panel
provided h ein of such redemption, stating the amount so redeemed, or may return the Bond to the
Bond Re strar in exchange for a new Bond in the proper principal amount. Such notation, if made by
34 the Hol er, shall be for reference only, and may not be relied upon by any other person as being in any
35 way ternunative of the principal amount of this Bond outstanding, unless the Bond Registrar has
36 si d the appropriate column of the panel. Interest on this Bond will be paid on each Tnterest Payment
37 D te in same-day funds by 2:30 p.m. Eastern time, to the person in whose name this Bond is registered
38 he "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar
1622999v3 g
C�/ - 3��
2
3
4
5
R-
6
7
8
9
INTEREST
RATE
10
11
12 REGISTERED OWNER:
13
14 PRINCIl'AL AMOUNT:
15
16
17
18
19
20
21
22
23
24
25
26
27
28
24
30
31
32
33
34
35
36
37
38
iINITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COIJNTY
CITY OF SAINT PAUL
SEWER REVENUE
BOND, SERIES 2004E
MATURITY DATE OF
DATE ORIGINAL ISSLTE
December 1, _ April 1, 2004
DOLLARS
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Raznsey
County, Minnesota (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, in the manner hereinafter set forth, the principal amount specified above, on the maturity date
specified above, unless called for eariier redemption, and to pay interest thereon semiannually on June 1
and December 1 of each year (each, an"Interest Payment Date"), commencing December 1, 200A, at the
rate per annuxn specified above (calculated on the basis of a 360-day yeaz of twelve 30-day months)
until the principal suxn 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 in same-
day funds by 2:30 pm., 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 presentarion of this Bond, which
payxnent shall be received no later than 230 p.m., Eastern time, and may make a notation on the panel
provided herein of such redemption, stating the amount so redeemed, ar 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 Registrar has
signed the appropriate coluxnn of the panel. Tnterest on this Bond will be paid on each Interest Payment
Date in same-day funds by 2:30 p.m. Eastern time, 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
1622999v3
o�- 3�f�
1 and at the address appearing thereon at the close of business on the fifteenth day of the calendar month
2 next preceding such Interest Payment Date (the "Regulaz Record Date"). Interest payments shall be
3 received by the Holder no later than 230 p.m., Eastem time; and principal and premium payments shall
4 be received by the Holder no later than 230 p.m., Eastern time, if the Bond is surrendered for payment
5 enough in advance to pernut payment to be made by such time. Any interest not so tnnely paid shall
6 cease to be payable to the person who is the Holder hereof as of the Regular Record ate, and shall be
7 payable to the person who is the Holder hereof at the close of business on a date e"Special Record
8 Date") fi�ced by the Bond Registrar whenever money becomes available for pa ent of the defaulted
9 interest. Notice of the Special Record Date shall be given to Bondholders n less than ten days prior to
10 the Special Record Date. The principal of and premium, if any, and inter t on this Bond are payable in
11 lawful money of the United States of America.
12
13
14
15
16
17
18
Date of Payment Not Business Dav. If the date far ayment of the principal of, premium,
if any, or interest on this Bond shall be a Saturday, Sunday, leg oliday or a day on which banking
institutions in the City of New York, New York, or the city w ere the principal office of the Bond
Registrar is located are authorized by law or executive ord to close, then the date for such payment
shall be the next succeeding day which is not a Saturday unday, legal holiday or a day on which such
banking institutions are authorized to close, and paym t on such date shall have the same force and
effect as if made on the nominal date of payment.
19 Redem tp ion. All Bonds of tMs is e(the "Bonds") maturing after December 1, 2014, are
20 subject to redemption and prepayment at the o ion of the Issuer on such date and on any day thereafter
21 at a price of par plus accrued interest. Rede tion may be in whole or in part of the Bonds subj ect to
22 prepayment. If redemption is in part, those onds remaining unpaid may be prepaid in such order of
23 maturity and in such amount per maturit as the City shall determine; and if only part of the Bonds
24 having a common maturity date are cal d far prepa�nnent, this Bond may be prepaid in $5,000
25 increments of principal. Bonds or po 'ons thereof called for redemption shall be due and payable on the
26 redemption date, and interest there shall cease to accrue from and after the redemption date.
27 Notice of Rede tion. Mailed notice of redemptiott shall be given to the paying agent (if
28 other than a City officer) and each affected Holder of the Bonds. In the event any of the Bonds are
29 called for redemption, writt notice thereof will be given by first class mail mailed not less than thirty
30 (30) days prior to the rede ption date to each Holder of Bonds to be redeemed. In connection with any
31 such notice, the "CUSIP' numbers assigned to the Bonds shall be used.
32
33
34
35
36
37
38
39
40
41
42
Replackment or Notation of Bonds after Partial Redemption. Upon a partial redemption
of this Bond which .esults in the stated amount hereofbeing reduced, the Holder may in its discretion
make a notation "the panel provided herein of such redemption, stating the amount so redeemed. Such
notation, if ma ,�by the Holder, shall be for reference only, and may not be relied upon by any other
person as bei in any way determinarive of the principal amount of the Bond outstanding, unless the
Bond Regis has signed the appropriate column of the panel. Otherwise, the Holder may surrender
this Bond he Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written inshlunent of
transfer ' form saris£actory to the Issuer and Bond Registrax duly executed by the Holder thereof or his,
her or i attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Regis ar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond
of same series having the same stated maturity and interest rate and of the authorized denomination
1622999v3
�-3�t �
1 and at the address appearing thereon at the close of business on the fifteenth day of the calendar month
2 next preceding such Interest Payment Date (the "Regular Record Date"). Interest payments shall be
3 received by the Holder no later than 2:30 p.m., Eastem time; and principal and premium payments shall
4 be received by the Holder no later than 230 p.m., Eastern time, if the Bond is surrendered for payment
5 enough in advance to permit payment to be made by such time. Any interest not so timely paid shall
6 cease to be payable to the person who is the Holder hereof as of the Regulaz Record Date, and shall be
7 payable to the person who is the Holder hereof at the close of business on a date (the "Special Record
8 Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted
9 interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to
10 the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in
11 lawful money of the United States of America.
12 Date of Pavment Not Business Day. If the date for payment of the principal of, premium,
13 if any, ar interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking
14 institurions in the City of New York, New York, or the city where the principal office of the Bond
15 Registrar is located are authorized by law or executive order to close, then the date for such payment
16 shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such
17 banking institutions are authorized to close, and payment on such date shall have the same force and
18 effect as if made on the nominal date of payment.
19 Redemption. All Bonds of this issue (the "Bonds") maturing after December 1, 2014, are
20 subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter
21 at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to
22 prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of
23 mahxrity and in such amount per maturity as the City shall deternrine (treating amounts scheduled for
24 mandatory redemption as maturities); and if only part of the Bonds having a common maturity date are
25 called for prepayment, this Bond may be prepaid in $5,000 increments of principal.
26 Scheduled Mandatory Redemption. The Bonds maturing in the year 2016 are subject to
27 redemption and prepayment on December 1, 2015, at a price of par plus accrued interest, without
28 premium, in the amount set fbrth below:
29 Year Amount
30 2015 $315,000
31 2016 325,000 (Maturity)
32 The Bonds maturing in the yeaz 2018 are subject to redemprion and prepayment on December 1, 2017,
33 at a price of par plus accrued interest, without premiunn, in the amount set forth below:
34 Year Amount
35 2017 $340,000
36 2018 350,000 (Maturity)
1622999v3 1�
D�- 3�!$
1 in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal o
2 the Bond so sunendered.
3 Issuance; Purpose: Securitv. This Bond is one of an issue in the total princip amount of
4 $6,300,000, all of like date of original issue and tenor, except as to number, maturity, inte st rate,
5 denomination and redemprion privilege, which Bond has been issued pursuant to and i ll conformity
6 with the Constitution and laws of the State of Miuuesota and the Charter of the Issue and pursuant to a
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
resolurion adopted by the City Council of the Issuer on May 24, 1988 (the
supplemented on March 24, 2004 (the "Supplemental Resolution") (collec
the purpose of providing, together with certain other moneys of the Issuer,
projects to the City's sewer system. This Bond has been issued to aid in fi
system or part thereof pursuant to Minnesota Statutes, Section 115.46. T
Revenue Bond Debt Service Account of the Issuer's Sewer Service Ent
cesoiunon �, as
"Resolution"), for
s for rehabilitation
cing a sewage disposal
Bond is payable out of the
�e Fund, to which have been
pledged revenues of the Issuer's Sewer System. The Bonds and the i erest thereon aze payable solely
and exclusively from the Revenues (as defined in the Resolution) the Sewer System of the Issuer
pledged to the payment thereof, and sums held in a Reserve Fun , and do not constitute a debt of the
Issuer within the meaning of any constitutional, Charter or sta tory limitation of indebtedness. In the
event of any default hereunder, the Holder of this Bond may xercise any of the rights and privileges
g�anted by the laws of the State of Minnesota subj ect to t provisions of the Resolution. The Bonds of
this issue are secured by a first and prior lien upon the enues of the Sewer System of the Issuer and
by sums held in a Reserve Fund, on a parity of lien wi the Issuer's $26,280,000 Sewer Revenue
Refunding Bonds, Series 2003D. The Issuer is auth 'zed under certain conditions to issue additional
revenue obligations on a parity of lien with these onds, all as provided in the Resolution. The Bonds
of this series and any other revenue obligations reafter issued on a parity therewith aze referred to
herean as the "Parity Bonds". All other capita ' ed terms used but not defined herein have the meanings
assigned to those terms in the Resolution.
Holders. For the pw
Bonds issued under the Resolution,
Bonds the owners of beneficial inte
in whose name (ar in whose nomi
Holder in whose name (or in w�
therein.
oose of all actions, consents and other matters affecting Holders of
the ssuer may (but shall not be obligated to) treat as Holders of
ts in any Bond as shown by the certificate of the person or entity
e name) such Bond is registered. Otherwise, the Issuer may treat the
nominee name) a Bond is registered as the owner of all the interest
Action b H ders. The Hoiders of fifty-one percent (51%) or more in aggregate
principal amount of all B ds at any time outstanding under the Resolution as supplemented may, either
at law or in equity, by s t, action, ar other proceedings, protect and enforce the rights of all Holders of
Bonds then outstand� , or enforce and compei the performance of any and all of the covenants and
duties specified in t Resolution to be performed by the Issuer or its officers and agents; provided,
however, that no ng shall affect or impair the right of any Bondholder to enforce the payment of the
principal of an terest on any Bond at and after the maturity thereof, or the obiigation of the Issuer to
pay the princ al of and interest on each of the Bonds issued to the respective Holders thereof, at the
rime and pl�e, from the source and in the manner provided in the Bonds.
41 f Denominations; Exchange; Resolution. The Bonds are issuable originally only as Global
42 Certifi�tes in the denomination of the entire principal amount of the issue maturing on a single date, or,
43 if a portion of said principal is prepaid, said principal amount less the prepayment. Global Certificates
1622999v3 1 �
0�-3��
2
4
The Bonds maturing in the year 2020 are subject to redemption and prepayment on December 1, 2019,
at a price of paz pius accrued interest, without premium, in the amount set forth below:
Year Amount
2019 $365,000
2020 385,000 (Maturity)
6 Due Date. Bonds or portions thereof called for redemption shall be due and payable on
7 the redemption date, and interest thereon shall cease to accrue from and after the redemption date.
8 Norice of Redemntion. Mailed notice of redemption shali be given to the paying agent (if
9 other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds are
10 called for redemption, written notice thereof will be given by first class mail mailed not less than thirty
11 (30) days prior to the redemption date to each Aolder of Bonds to be redeemed. In connection with any
12 such notice, the "CUSIP" numbers assigned to the Bonds shall be used.
13 Renlacement ar Notation of Bonds after Partial Redemntion. Upon a partial redemption
14 of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion
15 make a notation on the panel provided herein of such redemprion, stating the amount so redeemed. Such
16 notation, if made by the Holder, shall be for reference only, and may not be relied upon by any other
17 person as being in any way detemunative of the principal amount of the Bond outstanding, unless the
18 Bond Registrar has signed the appropriate column of the panel. Otherwise, the Holder may surrender
19 this Bond to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written inshument of
20 transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his,
21 her or its attomey duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
22 Registrar shall authenticate and deliver to the Hoider of such Bond, without service chazge, a new Bond
23 of the same series having the same stated maturity and interest rate and of the authorized denomination
24 in ag�egate pXincipal amount equal to and in exchange for the unredeemed portion of the principal of
25 the Bond so surrendered.
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
Issuance; Purpose; Securitv. This Bond is one of an issue in the total princapal amount of
$6,300,000, all of like date of original issue and tenor, except as to number, maturity, interest rate,
denomination and redemption privilege, which Bond has 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 May 24, 1988 (the "General Resolution"), as
supplemented on March 24, 2004 (the "Supplemental Resolution") (collectively, the "Resolution"), for
the purpose of providing, together with certain other moneys of the Issuer, funds for rehabilitation
projects to the City's sewer system. This Bond has been issued to aid in fmancing a sewage disposal
system ar part thereof pursuant to Minnesota Statutes, Section 115.46. This Bond is payable out of the
Revenue Bond Debt Service Account of the Issuer's Sewer Service Enterprise Fund, to which have been
pledged revenues of the Issuer's Sewer System. The Bonds and the interest thereon are payable solely
and exclusively from the Revenues (as defined in the Resolution) of the Sewer System of the Issuer
pledged to the payment thereof, and sums held in a Reserve Fund, and do not consritute a debt of the
Issuer within the meaning of any constitutional, Charter or statutory limitation of indebtedness. In the
event of any default hereunder, the Holder of this Bond may �ercise any of the rights and privileges
granted by the laws of the State of Minnesota subject to the provisions of the Resolution. The Bonds of
1622999v3 11
2
0
v4- 3 `1f�
are not exchangeable for fully registered bonds of smaller denominations except to evid ce a partial
prepayment or in exchange for Replacement Bonds if then available. Replacement B ds, if made
available as provided below, are issuable solely as fully registered bonds in the de minations of $5,000
and integral multiples thereof of a single maturity and aze exchangeable for full egistered Bonds of
other authorized denominations in equal aggregate principal amounts at the p' cipal office of the Bond
6 Registrar, but only in the manner and subject to the limitations provided in e Resolution. Reference is
7 hereby made to the Resolution for a description of the rights and duties o the Bond Registrar. Copies of
8 the Resolution are on file in the principal office of the Bond Registrar.
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Modification of Resolution. No change, amendme , modification or alteration shall be
made in the wvenants made with Holders of all Bonds issued er the Resolution as ffom tirne to time
supplemented without the consent of the Holders of not less siacty percent (60%) in aggregate
principal amount of all such Bonds then outstanding except or changes, amendments, modifications and
alterarions (a) made to cure any ambiguity or formal defe or omission, or (b) made in connection with
the issuance of Additional Bonds, or (c) which preserve e exclusion from gross income of interest on
the Tax-Exempt Bonds under Section 103 of the Inte al Revenue Code of 1986, as amended, or (d)
which are reasonably necessary to preserve the rati then in effect for any ar all series of Bonds then
outstanding, or to obtain an investment grade ra � far a series of Additional Bonds, or to obtain a
Credit Facility for the benefit of the Holders of 1 or a portion of the Bonds of a series, ar(e) which
increase the debt service coverage ratio speci d for Additional Bonds, or ( fl which would not
materially prejudice the Holders of outstand� g Bonds; provided, however, that nothing herein contained
shall permit or be construed as permitting ) an extension of the maturity of the principal of or the
interest on any Bonds, or (2) a reducrion n the principal amount of any Bond or the rate of interest
thereon, ar(3) a privilege of priority o any Bond or Bonds over any other Bond or Bonds except as
otherwise provided in the Resolution or (4) a reduction in the aggregate principal amount of Bonds
required for consent to any change, endment, modification or alteration, or (5) the creation of any lien
ranking prior to or on a parity wit the lien of the Bonds, except as expressly perxnitted by the
Resolution as supplemented, or ) a modification of any of the provisions of this paragraph, without the
consent of the Holders of one dred percent (100%) of the principal amount of all Bonds outstanding.
29 Re
30 (a)
31 Issuer is u
32 or determi
33
34
35
36
37
Replacement Bonds may be issued by the Issuer in the event that:
Depository shall resign or discontinue its services for the Bonds, and the
locate a substitute depository within two (2) months following the resignation
of non-eligibility, or
(b) upon a determination by the Issuer in its sole discretion that (1) the conrinuation
of the bo -entry system described in the Resolution, which precludes the issuance of certificates
(other t an Global Certificates) to any Holder other than the Depository (or its nominee), might
adver ely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best
inte st of the beneficial owners of tYte Bonds that they be able to obtain certificated bonds.
38 Transfer. This Bond shall be registered in the name of the payee on the books of the
39 Issuer y presenting this Bond for registration to the Bond Registrar, who will endorse his, her or its
40 name and note the date of registration opposite the name of the payee in the certificate of registration
41 attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed
42 by the Holder or his, her or its legal representatives, and the Issuer and Bond Registrar may treat the
1622999v3 1 1
1 this issue are secured by a first and prior lien upon the Revenues of the Sewer System of the Issuer and
2 by sums held in a Reserve Fund, on a parity of lien with the Issuer's $26,280,000 Sewer Revenue
3 Refunding Bonds, Series 2003D. The Issuer is authorized under certain conditions to issue additional
4 revenue obligarions on a parity of lien with these Bonds, all as provided in the Resolution. The Bonds
5 of this series and any other revenue obligations hereafter issued on a parity therewith are refened to
6 herein as the "Parity Bonds". All other capitalized terms used but not defined herein have the meanings
7 assigned to those terms in the Resolution.
8 Holders. For the purposes of all actions, consents and other matters affecting Holders of
9 Bonds issued under the Resolution, the Issuer may (but shall not be obligated to) treat as Holders of
10 Bonds the owners of beneficial interests in any Bond as shown by the certificate of the person or entity
11 in whose name (or in whose nominee name) such Bond is registered. Otherwise, the Issuer may treat the
12 Holder in whose name (or in whose nominee name) a Bond is registered as the owner of all the interest
13 therein.
14 Action by Holders. The Holders of fifty-one percent (51 %) or more in aggregate
15 principal amount of all Bonds at any time outstanding under the Resolution as suppiemented may, either
16 at law or in equity, by suit, action, or other proceedings, protect and enforce the rights of a11 Holders of
17 Bonds then outstanding, or enforce and compel the performance of any and all of the covenants and
18 duties specified in the Resolution to be performed by the Issuer or its officers and agents; provided,
19 however, that nothing shall affect or impair the right of any Bondholder to enfarce the payment of the
20 principal of and interest on any Bond at and after the maturity thereof, ar the obligation of the Issuer to
21 pay the principal of and interest on each of the Bonds issued to the respecrive Holders thereof, at the
22 time and place, from the source and in the manner provided in the Bonds.
23 Denominations; Exchan�e; Resolution. The Bonds are issuable originally only as Global
24 Certificates in the denomination of the enrire principal amount of the issue maturing on a single date, or,
25 if a portion of said principal is prepaid, said principal amount less the prepayment. Global Certificates
26 aze not exchangeable for fully registered bonds of smaller denominations except to evidence a partial
27 prepayment or in exchange for Replacement Bonds if then available. Replacement Bonds, if made
28 auailable as provided below, are issuable solely as fully registered bonds in the denominations of $5,000
29 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of
30 other authorized denominations in equal aggregate principal amounts at the principal office of the Bond
31 Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is
32 hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of
33 the Resolution are on file in the principal office of the Bond Registrar.
34 Modification of Resolution. No change, amendment, modification or alteration shall be
35 made in the covenants made with Holders of all Bonds issued under the Resolution as from time to time
36 supplemented without the consent of the Holders of not less than sixty percent (60%) in aggregate
37 principal amount of ali such Bonds then outstanding except for changes, amendments, modifications and
38 alterations (a) made to cure any ambiguity or formal defect or omission, or (b) made in connecrion with
39 the issuance of Additional Bonds, ar(c) which preserve the exclusion from gross income of interest on
40 the Ta�c-Exempt Bonds under Section 103 of the Internai Revenue Code of 1986, as amended, or (d)
41 which are reasonably necessary to preserve the rating then in effect for any ar all series of Bonds then
42 outstanding, or to obtain an inveshnent grade rating for a series of Additional Bonds, or to obtain a
43 Credit Facility for the benefit of the Holders of all or a portion of the Bonds of a series, or (e) wluch
1622999v3 IZ
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C�
6
7
Holder as the person exclusively enfitled to exercise all the rights and powers of owner unril this
Bond is presented with such assignment for registration of trans£er, accompani by assurance of the
nature provided by law that the assignment is genuine and effecrive, and unf such transfer is registered
on said books and noted hereon by the Bond Registraz, all subject to the t s and condirions provided
in the Resolurion and to reasonable regularions of the Issuer contained ' any agreement with, or notice
to, the Bond Registraz. Transfer of this Bond may, at the dizection expense of the Issuer, be sub}ect
to certain other restrictions if required to qualify this Bond as bein in registered form" within the
meaning of Section 149(a) of the federal Internal Revenue Code 1986, as amended.
9 Fees upon Transfer or Loss. The Bond R
10 sufficient to cover any tas or other governmental charge
11 exchange of this Bond and any legal or unusual costs re�
may require payment of a sum
� in connection with the transfer or
transfers and lost Bonds.
12 Treatment of Reeistered Owner. The ssuer and Bond Ren strar may treat the person in
13 whose name this Bond is registered as the owner reof for the purpose of receiving payment as herein
14 provided (except as otherwise provided with res ct to the Record Date) and for all other purposes,
15 whether or not this Bond shall be overdue, an either the Issuer nor the Bond Registrar shall be
16 affected by notice to the contrary.
17 Authentication. This Bon shall not be valid or become obligatory for any purpose or be
18 entitled to any security unless the Certi cate of Authentication hereon shall have been executed by the
19 Bond Registrar.
20 Not Qualified T;
21 Issuer as "qualified tas-exempt
22 Revenue Code of 1986, as ame;
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IT IS
required by the Con
to happen and to be
happened and have
this Bond, together
on the date of its is�
statutory or Chart
service furnish b�
requirements o thi:
1622999v3
�bligafions. The Bonds have not been designated by the
" for purposes of Section 265(b)(3) of the federal Internal
HERE Y CERTIFIED AND RECITED that all acts, conditions and things
srituti and laws of the State of Minnesota and the Charter of the Issuer to be done,
perf rmed, precedent to and in the issuance of this Bond, have been done, have
ie performed, in regular and due form, time and manner as required by law; that
th all other debts of the Issuer outstanding on the date of original issue hereof and
ance and delivery to the original purchaser, does not exceed any consritutional or
limitation of indebtedness; and that the Issuer will establish rates and charges far the
its Sewer System sufficient in amount to promptly meet the principal and interest
issue.
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ay -3��
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increase the debt service coverage ratio specified for Additional Bonds, or (fl which would not
materially prejudice the Holders of outstanding Bonds; provided, however, that nothing herein contained
shail pernut or be construed as pemutting (1) an extension of the maturity of the principal of or the
interest on any Bonds, or (2) a reduction in the priucipal amount of any Bond or the rate of interest
thereon, or (3) a privilege of priority of any Bond or Bonds over any other Bond or Bonds except as
otherwise provided in the Resolurion, or (4) a reduction in the aggregate principal amount of Bonds
required for consent to any change, amendment, modification or alteration, or (5) the creation of any lien
ravlaug prior to or on a parity with the lien of the Bonds, except as expressly permitted by the
Resolution as supplemented, or (6) a modification of any of the provisions of this paragraph, without the
consent of the Aolders of one hundred percent (100%) of the principal amount of all Bonds outstanding.
Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event that:
(a) the Depository shall resign or disconrinue its services for the Bonds, and the
Issuer is unable to locate a substitute depository within rivo (2) months following the resignation
or determination of non-eligibility, or
(b) upon a determination by the Issuer in its sole discretion that (1) the continuation
of the book-entry system described in the Resolution, which precludes the issuance of certificates
(other than Cslobal 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 this Bond for registration to the Bond Registrar, who will endorse his, her or its
name and note the date of registrarion 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 or his, her or its legal representatives, and the Issuer and Bond Registrar may treat the
Holder as the person exclusively entifled 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 Registraz, a11 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 Registrar. Transfer of this Bond may, at the direction and expense of the Issuer, be subject
to certain other restricrions if required to qualify this Bond as being "in registered form" within the
meaning of Section 149(a) of the federal Intemal Revenue Code of 1986, as amended.
33 Fees upon Transfer or L,oss. The Bond Registrar may require payment of a sum
34 sufficient to cover any taac or other governmental chazge payabie in connection with the transfer or
35 exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
36 Treatment of Re�istered Owner. The Issuer and Bond Registrar may treat the person in
37 whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
38 provided (except as otherwise provided with respect to the Record Date) and for all other purposes,
39 whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be
40 affected by notice to the contrary.
1622999v3 13
U�!- 3�
1 IN WITNESS WE�REOF, the City of Saint Paul, Raiusey County, � esota, by its
2 City Council has caused this Bond to be sealed with its official seal and to be execut on its behalf by
3 the photocopied facsixnile signature of its Mayor, attested by the photocopied facs' 'le signature of its
4 Clerk, and countersigned by the photocopied facsunile signature of its Duector ffice of Financial
5 Services.
0
Date of Registration
Registrable by:
Payable at:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned within.
CITY OF�S"AINT PAUL,
RAMSF� COLTNTY, MINNESOTA
Attest:
Bond Registrar
City Clerk
I�
Authorized Signature
Countersigned:
Director, Office of Financial Services
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(SEAL)
Sewer Revenue Bond, Series 2004E, No. R-
1622999v3
13
1 Authenrication. This Bond shall not be valid or become obligatory for any purpose or be
2 entitied to any security unless the Certificate of Authenticarion hereon shail have been executed by the
3 Bond Re�straz.
4 Not Oualified Taac-Exempt Obli aQ tions. The Bonds have not been designated by the
5 Issuer as"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal Intemal
6 Revenue Code of 1986, as amended.
7 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
8 required by the Constitution and laws of the State of Mimiesota and the Charter of the Issuer to be done,
9 to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have
10 happened and have been performed, in regulaz and due form, time and manner as required by law; that
11 tlris Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and
12 on the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or
13 statutory or Charter lunitation of indebtedness; and that the Issuer wi11 establish rates and charges for the
14 service furnished by its Sewer System sufficient in amount to promptly meet the principal and interest
15 requirements of tlus issue.
1622999v3 14
oy- 3�f �
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made on;�by the
registered owner or his, her or its legal representative last noted below. �
DATE OF SIG1y�ATiTIZE OF
REGISTRATION REGISTERED OWNER BOI� �GIST�
1fi22999v3 14
1 IN WITNF,SS WHEREOF, the City of Saint Paul, Ramsey County, Miu�esota, by its
2 City Council has caused this Bond to be sealed with its official seal and to be executed on its behalf by
3 the photocopied facsunile signature of its Mayor, attested by the photocopied facsimile signature of its
4 Clerk, and countersigned by the photocopied facsimile signature of its Director, Office of Financial
5 Services.
0
Date of Registration
Registrable by:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned within.
Bond Registrar
�
Authorized Signature
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(SEAL)
Sewer Revenue Bond, Series 2004E, No. R-,
1622999v3
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial Services
15
o�!- 3�14
REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the unts noted
below:
Date Amount Bondholder Bond Re 'strar
If a notation is ade on this register, such notation has the effect stated in the attached Bond. Partial
payments do t require the presentation of the attached Bond to the Bond Registrar, and a Holder could
fail to note t e partial payment here.
1622999v3 15
c�y-3�f P
CERTIFICATE OF REGISTRATION
2
3 The transfer of ownership of the principal amount of the attached Bond may be made only by the
4 regstered owner or his, her or its legal representarive last noted below.
DATE OF
REGISTRATION
SIGNATi.]RE OF
BOND REGISTRAR
1622999v3 16
D�f - 3�fS�
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:_ : : c •_��.:vrc.�y
The following abbreviations, when used in the inscription on the face
construed as though they were written out in full according to applicable law
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Tran ers to Minors Act
(State)
Additional abbreviaf ns may also be used
though not � the above list.
1622999v3
E[^.
his Bond, shall be
regularions:
�-g�8
2 REGISTER OF PARTIAL PAYMENTS
3 The principal amount of the attached Bond has been prepaid on the dates and in the amounts noted
4 below:
Date Amount Bondholder Bond Re ��strar
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.
1622999v3 17
Dy- 3�f�
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7 Dated:
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does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the
with full power of substitution in the premises.
ASSIGNMENT
Notice: The assignor's signature to this
the name as it appears upon the
particular, without alteration oy
Signature Guaranteed:
thereof,
ent must correspond with
; of the attached Bond in every
change whatever.
Signature(s) must be guaranteed by a national bank or t company ar by a brokerage firm hauing a
membership in one of the major stock exchanges or other "Eligible Guarantor Institution" as defined
in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not e
concerning the transferee requested below is
Name and Address:
1622999v3
For value received, the undersigned hereby se11s, assigns and transfers unto
the attach Bond and
transfer of this Bond unless the information
(Include
if the Bo
`nation for all joint owners
held by joint account.)
17
Oy-3y8
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face ofthis Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entirefies
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust)
under the
1622999v3
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
m
Dy- 3 �f $
1 B. Replacement Bonds. If the City has notified Holders of the Bonds
2 Replacement Bonds have been made available as provided in Section 2.12 of the Gener esolution,
3 then for every Bond thereafter transfened or exchanged (including an exchange to re ct the partial
4 prepayment of a Global Certificate and previously exchanged for Repiacement Bo s) the Bond
5 Regisfrar shall deliver a certificate in the form of the Replacement Bond rather an the Global
6 Certificate, but the Holder of a Global Certificate shall not otherwise be requ ed to exchange the Global
7 Certificate for one or more Replacement Bonds since the City recognizes t some beneficial owners
8 may prefer the convenience of the Depository's registered ownership of e Bonds even though the
9 entire issue is no longer required to be in global book-enhy form. Th eplacement Bonds, together
10 with the legend regarding bond insurauce, Bond Registrar's Certific e of Authentication, the form of
11 Assignment and the registration information thereon, shall be in s stantially the following form, with
12 paragraphs identical to those of the form of Global Certificate ted by heading or initial text only:
1622999v3 1 g
py� 3�18
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8
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il
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the attached Bond and
does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
Notice: The assignar's signature to this assignment must correspond with
the nazne as it appears upon the face of the attached Bond in every
particular, without alteration or any change whatever.
Signature Guazanteed:
Signature(s) must be guaranteed by a nationai bank or trust company or by a brokerage firm having a
membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined
in 17 CFR 240.17Ad-15(a)(2).
16 The Bond Registrar will not effect transfer of this Bond unless the information
17 concerning the transferee requested below is provided.
18 Name and Address:
19
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(Include information for all joint owners
if the Bond is held by joint account.)
1622999v3
19
0'f- 3'f $
2 IJNITED STATES OF AMERICA
3 STATE OF MINNESOTA
4 Rt1MSEY COUNTY
5 CITY OF SAINT PAUL
R-
6 �
SEWER REVENUE
BOND, SERIES 2004E
INTEREST
RATE
10
11 REGISTERED OWNER:
12
13 PRINCTPAL AMOUNT:
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DOLLARS
CUSII'
KNOW ALL PERSONS BY ESE PRESENTS that the City of Saint Paul, Ramsey
County, Minnesota (the "Issuer" or "City") certifies that it is indebted and for value received promises
to pay to the registered owner specified a ove, or registered assigns, in the manner hereinafter set forth,
the principal amount specified above, o the maturity date specified above, unless called for earlier
redemption, and to pay interest there semiannually on June 1 and December 1 of each year (each, an
"Interest Payment Date"), commen �ng December 1, 2004, at the rate per annum specified above
(calculated on the basis of a 360- y year of twelve 30-day months) until the principal sum is paid or
has been provided for. This Bo will bear interest from the most recent Interest Payment Date to
which interest has been paid o, if no interest has been paid, from the date of original issue hereof. The
principal of and premium, if y, on this Bond are payable upon presentation and sunender hereof at the
principal office of , in
(the "Bond Registrar"), acting as paying agent, or any successor
paying agent duly appo' ted by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or dra mailed to the person in whose name this Bond is registered (the "Holder" or
"Bondholder") on t registration books of the Issuer maintained by the Bond Registrar and at the
address appearing ereon at the close of business on the fifteenth day of the calendaz month next
preceding such erest Payment Date (the "Regular Record Date"). Any interest not so timely paid
shall cease to b payable to the person who is the Holder hereof as of the Regular Record Date, and shall
be payable to e person who is the Holder hereof at the close of business on a date (the "Special Record
Date") fixe y the Bond Registrar whenever money becomes available for payxnent of the defaulted
interest. otice of the Special Record Date shall be given to Bondholders not less than ten days prior to
the Spe �al Record Date. The principal of and premium, if any, and interest on tl�is Bond are payable in
lawful onev of the United States of America.
MATURITY DATE
DATE ORIGINAI
December 1, _
2004
1622999v3 1 9
8y-3� �
1 B. Replacement Bonds. If the City has norified Holders of the Bonds that
2 Replacement Bonds have been made available as provided in Section 2.12 of the General Resolution,
3 then for every Bond thereafter transferred or exchanged (including an exchange to reflect the partial
4 prepayment of a Global Certificate and previously exchanged for Replacement Bonds) the Bond
5 Regstraz shall deliver a certificate in the form of the Replacement Bond rather than the Global
6 Certificate, but the Holder of a Global Certificate shall not otherwise be required to exchange the Global
7 Certificate for one or more Replacement Bonds since the City recognizes that some beneficial owners
8 may prefer the convenience of the Depository's registered ownership of the Bonds even though the
9 enrire issue is no longer required to be in global book-enhy form. The Replacement Bonds, together
10 with the legend regazding bond insurance, Bond Registrar's Certificate of Authentication, the form of
11 Assignment and the registration information thereon, shall be in substantially the following form, with
12 paragraphs identical to those of the form of Global Certificate stated by heading or initial text only:
1622999v3 2�
D�f 3
1 REFERENCE IS HEREBY MADE TO THE FLTRTHER PRO
2 BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS
3 PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
0
IT IS HEREBY CERTIFIED AND RECITED ....
� OF THIS
FOR ALL
5 IN WITNESS WHEREOF, the City of Saint Paul, R ey County, Minnesota, by its
6 City Council has caused this Bond to be sealed with its official seal a facsimile thereof and to be
7 executed on its behalf by the original or facsnnile signature of its ayor, attested by the original or
8 facsimile signature of its Clerk, and countersigned by the origi or facsimile signature of its Director,
9 Office of Financial Services.
Date of Registration
by:
at:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTTCATION
This Bond is one of the
Bonds described in the
Resolution mentioned within.
Bond Registraz
I:
Authorized
10
11 SEAL
1622999v3
CITY OF SA1NT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial Services
20
04�3`��'
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R-
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INTEREST
RATE
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REGISTERED OWNER:
' : 1► 1' �A\T[�III►�I I
ITNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
SEWER REVENUE
BOND, SERIES 2004E
MATURITY DATE OF
DATE ORIGINAL ISSLTE
December 1, _
Apri11, 2004
DOLLARS
CUSIP
15 KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey
16 County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises
17 to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth,
18 the principal amount specified above, on the maturity date specified above, unless called for earlier
19 redemption, and to pay interest thereon semiannually on June 1 and December 1 of each year (each, an
20 "Interest Payment Date"), commencing December 1, 2004, at the rate per annum specified above
21 (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or
22 has been provided for. This Bond will bear interest from the most recent Tnterest Payment Date to
23 which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The
24 principal of and premium, if any, on tlus Bond are payable upon presentation and surrender hereof at the
25 principal office of , in
26 (the "Bond Registrar"), acting as paying agent, or any successor
27 paying agent duly appointed by the Issuer. Interest on this Bond wili be paid on each Interest Payment
28 Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or
29 "Bondholder") on the registrarion books of the Issuer maintained by the Bond Registrar and at the
30 address appearing thereon at the close of business on the fifteenth day of the calendar month next
31 preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid
32 shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall
33 be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record
34 Date") fixed by the Bond Registraz whenever money becomes available for payment of the defaulted
35 interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to
36 the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in
37 lawful money of the United States of America.
1622999v3 21
o�- 3�f�
1 ON REVERSE OF BOND
2 Date of Pavment Not Business Dav.
3 Redemntion. All Bonds of this issue (the "Bonds") maturing a r December 1, 2014, are
4 subject to redemption and prepayment at the option of the Issuer on such dat and on any day thereafter
5 at a price of par plus accrued interest. Redemption may be in whole or in art of the Bonds subject to
6 prepayment. If redemprion is in part, those Bonds remaining unpaid m be prepaid in such order of
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maturity and in such amount per maturity as the City shall deteuiiiiie; d if only part of the Bonds
having a common maturity date are called for prepayment, the spec' c Bonds to be prepaid shall be
chosen by lot by the Bond Registrar. Bonds or portions thereof c ed for redemption shall be due and
payable on the redemption date, and interest thereon shall ceas o accnxe from and after the redemption
date.
Notice of Redemption.
Selection of Bonds for Redem tv ion. T effect a partial redemption of Bonds having a
common mahxrity date, the Bond Registrar shall ass� to each Bond having a common maturity date a
distinctive nuxnber for each $5,000 of the princip amount of such Bond. The Bond Registrar shall then
select by lot, using such method of selection as ' shall deem proper in its discretion, from the numbers
assigned to the Bonds, as many numbers as, at 5,000 for each number, shall equal the principal amount
of such Bonds to be redeemed. The Bonds t be redeemed shall be the Bonds to which were assigned
numbers so selected; provided, however, t t only so much of the principal amount of such Bond of a
denomination of more than $5,000 shall e redeemed as shall equal $5,000 for each number assigned to
it and so selected. If a Bond is to be re eemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar o requires, a written instrument of transfer in form satisfactory to
the Issuer and Bond Registrar duly xecuted by the Holder thereof or his, her or its attorney duly
authorized in writing) and the Iss er shail execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the older of such Bond, without service chuge, a new Bond or Bonds of the
same series having the same s ted maturity and interest rate and of any authorized denomination or
denominations, as requeste y such Holder, in aggregate principal amount equal to and in exchange for
the unredeemed portion o e principal of the Bond so surrendered.
29
30
31
32
33 bonds in
34 exchang�
35 amount
36 limita 'o
37 the 'ght
38 th on�
1622999v3
Denominarions; Exchange; Resolution. The Bonds are issuable solely as fully registered
h denominations of $5,000 and integral multiples thereof of a single maturity and aze
le for fully registered Bonds of other authorized denominations in equal aggregate principal
�t the principal office of the Bond Registraz, but only in the manner and subj ect to the
s provided in the Resolution. Reference is hereby made to the Resolution for a description of
and duries of the Bond Registrar. Copies of the Resolution are on file in the principal office of
Registrar.
21
1 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
2 BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL
3 PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
4 IT IS HEREBY CERTIFIED AND RECTTED ...
5 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Mimiesota, by its
6 City Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be
7 executed on its behalf by the original or facsunile signature of its Mayor, attested by the original or
8 facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its Director,
9 Office of Financial Services.
Date of Registration
10
11 SEAL
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned within.
Bond Registrar
�
Authorized Signature
1622999v3
Registrable by:
Payable at:
CTTY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial Services
22
a �- 3 y�
Modification of Resolution
2 Transfer. This Bond is transferable by the Holder in person or by his, her or i attorney
3 duly authorized in writing at the principal office of the Bond Registrar upon presentation d surrender
4 hereofto the Bond Reastrar, all subject to the terms and conditions provided in the Re ution and to
5 reasonable regulations of the Issuer contained in any agreement with, or notice to, th ond Registrar.
6 Thereupon the Issuer shall execute and the Bond Registraz shall authenticate and iver, in exchange
7 for this Bond, one or more new fully registered Bonds in the name of the transf ee (but not registered in
8 blank or to "beuer" or similaz designation), of an authorized denomination o enominations, in
9 aggegate principal amount equal to the principal amount of this Bond, of e same maturity and bearing
10 interest at the same rate.
11 Fees uroon Transfer or Loss.
12 Treahnent of Reeistered Owner.
13 Authentication
14 Not Qualified Tax-Exemnt Obligations.
15 ABBREV�A
16 /
1622999v3 22
0�-3�'�
1 ON REVERSE OF BOND
2 Date of Payment Not Business Dav.
3 Redemption. All Bonds of this issue (the 'Bonds") maturing after December l, 2014, aze
4 subj ect to redemprion and prepayment at the option of the Issuer on such date and on any day thereafter
5 at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to
6 prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of
7 maturity and in such amount per maturity as the City shall detenuine (ireating amounts scheduled for
8 mandatory redemption as maturities); and if only pazt of the Bonds having a common maturity date are
9 called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registraz.
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
Scheduled Mandatorv Redemption.
Due Date.
Notice of Redemption.
Selection of Bonds for Redemption. To effect a partial redemption of Bonds hauing 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 number, 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 nuxnber assigned to
it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written inshuxnent of transfer in form satisfactory to
the Issuer and Bond Registraz duly executed by the Holder thereof or his, her or its attomey duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the
same series hauing the same stated maturity and interest rate and of any authorized denomination or
denominarions, 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; Securitv.
Holders.
Acrion by Hoiders.
32 Denominations: Exchan�e: Resolution. The Bonds aze issuable solely as fully registered
33 bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are
34 exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal
35 amounts at the principai office of the Bond Registrar, but only in the manner and subject to the
36 limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of
1622999v3 23
o�- 3�g
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers
1:3.TiT.F.STI
does hereby irrevocably constitute and appoint
attomey to transfer the Bond on the books kept for
with full power of substitution in the premises. /
registration thereof,
Notice: The assignor's signature to this ssignment must correspond with
the name as it appeazs upon t e face of the within Bond in every
particulaz, without alterati or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank o st company or by a brokerage firm hauing a
membership in one of the major stock exchanges o y other "Eligible Guarantor Institution" as defined
in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not e�fect transfer of this Bond unless the information
concerning the transferee requested below j� provided.
Name and Address:
1622999v3
(Include i ormation for all joint owners
t e Bond is held by joint account.)
23
o�f3��
the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of
the Bond Registraz.
3 Modificarion of Resolurion
4 Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney
5 duly authorized in writing at the principal office of the Bond Registrar upon presentarion and surrender
6 hereof to the Bond Registraz, all subject to the terms and conditions provided in the Resolution and to
7 reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar.
8 Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange
9 for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in
10 blank or to "bearer" or similar designation), of an authorized denomination or denominations, in
11 aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing
12 interest at the same rate.
13 Fees upon Transfer or Loss.
14 Treatment ofRegistered Owner.
15 Authentication
16 Not Qualified Tas-Exempt Obli�ations.
17
18
ABBREVIATIONS
1622999v3 24
by- 3 ��
1 1 l. Execution. As provided in Section 2.04 of the General Rf
2 shall be executed on behalf of the City by the signatures of its Mayor, Clerk and
3 Financial Services, each with the effect noted on the forms of the Bonds, and be
4 the City; provided, however, that the seal of the City may be a printed or photoc
5 provided further that any of such signatures may be printed or photocopied fac �
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
on e Bonds
r, affice of
i with the seal of
facsimile; and
and the corporate
seai may be omitted on the Bonds as permitted by law. In the event of disab' rty or resignation or other
absence of any such officer, the Bonds may be signed by the manual or fa imile signature of that
officer who may act on behalf of such absent or disabled officer. In cas any such officer whose
signature or facsimile of whose signature shall appeaz on the Bonds s all cease to be such officer before
the delivery of the Bonds, such signature or facsimile shall neverth ess be valid and sufficient for all
purposes, the same as if he or she had remained in office until de � ery.
12. Authentication: Date of Reeastrarion. s provided in Section 2.05 of the General
Resolurion, no Bond shall be valid or obligatory far any p ose or be entitled to any security or benefit
under this resolution unless a Certificate of Authenticati on such Bond, substantially in the form
hereinabove set forth, shall have been duly executed b an authorized representative of the Bond
Registrar. Certificates of Authentication on differen onds need not be signed by the same person.
The Bond Registrar shall authenticate the signatur of officers of the City on each Bond by execution
of the Certificate of Authentication on the Bond d by inserting as the date of registration in the space
provided the date on which the Bond is authen �cated. For purposes of delivering the original Global
Certificates to the Purchaser, the Bond Regi ar shall insert as the date of registration the date of
original issue, which date is April l, 2(
shall be conclusive evidence that it has
13
'he Certificate of Authentication so executed on each Bond
authenticated and delivered under this resolution.
As provided in Sections 2.06, 2.15 and 2.18 of
the General Resolution, the City wi cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to uch reasonable regulations as the Bond Registrar may prescribe, the
Bond Registrar shall provide fo e registration of Bonds and the registration of transfers of Refunding
Bonds entitled to be registere or transferred as herein provided.
The re�stra on, trans£er and exchange of the Bonds shall be govemed by Sections 2.06,
2.15 and 2.18 of the Gen ai Resolution.
14.
As provided in Section 2.07 of the General
Resolution, each Bo d delivered upon transfer of or in exchange for or in lieu of any other Bond shall
carry all the rights interest accrued and unpaid, and to accrue, which were carried by such other Bond.
33 . Interest Pavment; Record Date. As provided in Section 2.08 of the General
34 Resolution, in rest on any Global Certificate shall be paid as provided in the first paragraph thereof, and
35 interest on y Replacement Bond shall be paid on each Interest Payment Date by check or draft mailed
36 to the pers in whose name the Replacement Bond is registered (the "Holder") on the registrarion
37 books of e City maintained by the Bond Registrar, and in each case at the address appearing thereon at
38 the clo of business on the fifteenth (15th) day of the calendar month next preceding such Interest
39 Pa nt Date (the "Regular Record Date"). Any such interest not so time]y paid shall cease to be
40 pay le to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to
41 th person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed
42 the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice
1622999v3 2.4
� ��5�8
ASSIGNMENT
2
3
4
7
10
11
12
13
14
15
16
17
18
19
20
21
22
23
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and
does hereby irrevocably constitute and appoint
attorney to h•ausfer the Bond on the books kept for the registration thereof,
with full power of subsritution in the premises.
Signature Guaranteed:
Notice: The assignor's signature to this assigunent must correspond with
the name as it appears upon the face of the within Bond in every
particulaz, without alteration or any change whatever.
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a
membership in one of the major stock exchanges or any other "Eligible Guarantar Institution" as defined
in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
conceming the transferee requested below is provided.
Name and Address:
1622999v3
(Include information for all joint owners
the Bond is held by joint account.)
25
ON- 3�8
1 ofthe Special Record Date shall be given by the Bond Registrar to the Holders not less t ten (10)
2 days prior to the Special Record Date.
3 16. Holders: Treahnent of
4 General Resolution shall apply to the Bonds.
Section 2.09 of the
5 17. Deliverv; Auplication of Proceeds. The Global Ce � cates when so prepared and
6 executed shall be delivered by the Director, Office of Financial Services o the Purchaser upon receipt
7 of the purchase price, and the Purchaser shall not be obliged to see to e proper application thereof.
8 18. Fund and Accounts. There has heretofore en created, by the General
9 Resolution, a special fund of the City designated the "Sewer Se ice Enterprise Fund" (the "Fund"). The
10 Fund shall continue to be operated as provided in the General esolution, except as provided herein.
11 The Fund shall be maintained as provided in the General R olution, especially Article IV thereof,
12 except as modified herein, and in the manner herein spec' ied until all of the Bonds and the interest
13 thereon haue been fully paid.
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
(i) Constnxction Acco . Into the Construction Account established by
Section 4.02 of the General Reso tion, specifically a separate subaccount established for
the Bonds, shall be paid the pro eeds from the sale of the Bonds, less any premium,
unused discount (if any) and crued interest paid by the Purchaser upon delivery. From
the Construction Account, s ecifically said separate subaccount, shall be paid all costs of
the Improvements define m paragraph 4 of this resolution, including legal, engineering,
financing and other exp ses incidental thereto. There shall also be paid from the
Construction Accoun specifically said separate subaccount, the costs of issuance of the
Bonds. The provisi s of Section 4.02 of the General Resolution apply as to transfers,
excess moneys, de�osits, earnings and Excess Eamings.
(ii) ebt Service. Debt service on the Bonds shall be paid as provided in the
General Res ution, and payments into the Revenue Bond Debt Service Account with
respect to e Bonds shall commence in the month of May, 2004.
ii) Operating Reserve Subaccount. The City Council shall take appropriate
maintaining the balance on hand in the Operating Reserve Subaccount at the
; Reserve Requirement.
30 provided in Secrion 5.02 of the General Resolution, no portion of the proceeds of the
31 Bonds shall be sed directly or indirectly to acquire higher yielding investments or to replace funds
32 which were ed directly or indirectly to acquire higher yielding inveshnents, except (1) for a reasonable
33 temporary eriod until such proceeds are needed for the purpose for which the Bonds were issued, (2) as
34 part of a asonably required reserve or replacement fund not in excess of ten percent (10%) of the
35 procee of the Bonds (or in a higher amount which the City establishes is necessary to the satisfaction
36 of the ecretazy of the Treasury of the United States), and (3) in addition to the above in an amount not
37 gre er than $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in
38 t Fund (or any other City account which wili be used to pay principal or interest to become due on the
39 Bonds) in excess of amounts which under then-applicable federal arbitrage regulations may be invested
40 without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions
1622999v3 ZJr
a�f 3� g
1 11. Execufion. As provided in Secrion 2.04 of the General Resolution, the Bonds
2 shall be executed on behalf of the City by the signatures of its Mayor, Clerk and Director, Office of
3 Financial Services, each with the effect noted on the forms of the Bonds, and be sealed with the seal of
4 the City; provided, however, that the seal of the City may be a printed or photocopied facsimile; and
5 provided further that any of such signatures may be printed or photocopied facsimiles and the corporate
6 seal may be omitted on the Bonds as pernutted by law. In the event of disability or resignation or other
7 absence of any such officer, the Bonds may be signed by the manual or facsimile signature of that
8 officer 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 appeaz on the Bonds shall cease to be such officer befare
10 the delivery of the Bonds, such signature or facsunile shall nevertheless be valid and sufficient for all
11 purposes, the same as if he or she had remained in office until delivery.
12 12. Authentication; Date of Reeastrarion. As provided in Section 2.05 of the General
13 Resolurion, no Bond shali be valid or obligatory for any purpose or be entitled to any security or benefit
14 under this resolurion unless a Certificate of Authentication on such Bond, substantially in the form
15 hereinabove set forth, shall have been duly executed by an authorized representative of the Bond
16 Registrar. Certificates of Authentication on different Bonds need not be signed by the same person.
17 The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution
18 of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space
19 provided the date on which the Bond is authenticated. For purposes of delivering the original Global
20 Certificates to the Purchaser, the Bond Registrar shali insert as the date of registration the date of
21 original issue, which date is April 1, 2004. The Certificate of Authentication so executed on each Bond
22 shall be conclusive evidence that it has been authenticated and delivered under this resolution.
23 13. Re�istration; Transfer; ExchanQe. As provided in Sections 2.06, 215 and 218 of
24 the General Resolution, the City will cause to be kept at the principal office of the Bond Registrar a
25 bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the
26 Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Refunding
27 Bonds entitled to be registered or transfened as herein provided.
28 The registration, transfer and exchange of the Bonds shall be governed by Sections 2.06,
29 2.15 and 2.18 of the General Resolution.
30 14. Ri�hts Uvon Transfer or Exchan�e. As provided in Section 2.07 of the General
31 Resolution, each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall
32 carry all the rights to interest accrued and unpaid, and to accrue, wluch were carried by such other Bond.
33 15. Interest Payment; Record Date. As provided in Section 2.08 of the General
34 Resolution, interest on any Global Certificate shall be paid as provided in the first paragraph thereof, and
35 interest on any Replacement Bond shall be paid on each Interest Payment Date by check or draft mailed
36 to the person in whose name the Replacement Bond is registered (the "Holder") on the registration
37 books of the City maintained by the Bond Registrar, and in each case at the address appearing thereon at
38 the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest
39 Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be
40 payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to
41 the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed
42 by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice
1622999v3 26
o�- 3�8
i nnposed by said arbitrage regulations on such inveshnents after taidng into
2 "temporary periods", "minor portion" or reserve made availabie under the f
3 In addition, the proceeds of the Bonds and money in the Fund shall not be i
4 deposits issued by, guazanteed by or insured by the United States or any ag
5 thereof if and to the extent that such investment would cause the Bonds to J
6 within the meaning of Section 149(b) of the federal Internal Revenue Cqfle
7 "Code"). �
8
4
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
[►3']
21.
30 22.
31 $ . This
32 auailable for such�
33
34
35
account y applicable
;deral bitrage regulations.
nve ed in obligations or
y or instrumentality
�e "federally guaranteed"
of 1986, as amended (the
19. ParityBonds. To provide moneys for pa nt of the principal and interest on the
Bonds, there is hereby pledged to the payment of the Bonds as" dditional Bonds" under the C�eneral
Resolution all those items pledged to the payment of Bonds i he General Resolution. The covenants
made in Article V of the General Resolution shall apply to t e Bonds, except that paragraph 30 shall
control and override Section 5.05 of the General Resoluti . As provided in Section 5.05 of the General
Resolution, each and all of the terms and provisions of t s resolution shall be and constitute a covenant
on the part of the City to and with each and every
Bonds may be issued as provided in Article VI of
amendments and discharge shall be governed by .
20.
The General
Obligation Bonds and Notes are hereby co ed to have a priority of lien on Revenues subordinate to
the priority of lien of the Bonds, specificall the priority derived from their pledge of Revenues in the
sixth use at Section 4.03(A) of the Gener Resolution. Pursuant to paragraph 18 of the resolution
authorizing the City's General Obligati Sewer Revenue Bonds, Series 1998E, and paragraph 10 of
each of the other resolutions authoriz' g the General Obligation Bonds and Notes, the Bonds shall haue
a lien on Revenues that is superiar t the General Obligation Bonds and Notes, specifically the prioriry
derived from the pledge to the Bo s of Revenues in the first use at Section 4.03(A) of the General
Resolution. As required by
declares that estimated Rev
the order of the General Re;
Bonds. ,
�azagraphs 18 and 10, the City Council hereby finds, determines and
of the Sewer System will be sufficient, with other sources and used in
�n, for payment of the General Obligation Bonds and Notes and the
The Reserve Requirement for the Bonds is
shall be transferred to the Reserve Account from moneys on hand and
in the Sewer Service Enterprise Fund.
�3. Records and Certificates. As provided in Section 7.05 of the General Resolution,
the officers the City aze hereby authorized and directed to prepare and fiunish to the Purchaser, and to
the
36 records
37 other a1
38 mazk <
39 con ol
40 her
1622999v3
rne s approving the legality of the issuance of the Bonds, certified copies of all proceedings and
o the City relating to the Bonds and to the financial condition and affairs of the City, and such
davits, certificates and information as are required to show the facts relating to the legality and
�bility of the Bonds as the same appear from the books and records under their custody and
or as otherwise known to them, and all such certified copies, certificates and affidauits, including
�tofore furnished, shall be deemed representarions of the City as to the facts recited therein.
26
r from tnne to time of the Bonds. Additional
neral Resolution. Suits by Bondholders,
VII of the General Resolution.
p�-3�1�
1 of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10)
2 days prior to the Special Record Date.
3 16. Holders; Treahnent ofReastered Owner; Consent ofHolders. Section 2.09 of the
4 General Resolurion shall apply to the Bonds.
5 17. Deliverv; Applicarion of Proceeds. The Global Certificates when so prepared and
6 executed shall be delivered by the Director, Office of Financial Services, to the Purchaser upon receipt
7 of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof.
8 18. Fund and Accounts. There has heretofore been created, by the General
9 Resolution, a special fund of the City designated the "Sewer Service Enterprise Fund" (the "Fund"). The
10 Fund shall continue to be operated as provided in the General Resolution, except as provided herein.
11 The Fund shall be maintained as provided in the General Resolution, especially Article IV thereof,
12 except as modified herein, and in the manner herein specified until all of the Bonds and the interest
13 thereon have been fully paid.
14 (i) Construction Account. Into the Construcrion Account established by
15 Section 4.02 of the General Resolution, specifically a separate subaccount established for
16 the Bonds, shall be paid the proceeds from the sale of the Bonds, less any premium,
17 unused discount (if any) and accrued interest paid by the Purchaser upon delivery. From
18 the Conshucrion Account, specifically said sepazate subaccount, shall be paid all costs of
19 the Improvements defined in paragraph 4 of this resolution, including legal, engineering,
20 financing and other expenses incidental thereto. There shall also be paid from the
21 Construction Account, specificaily said separate subaccount, the costs of issuance of the
22 Bonds. The provisions of Secfion 4.02 of the General Resolurion apply as to transfers,
23 excess moneys, deposits, earnings and Excess Earnings.
24 (ii) Debt Service. Debt service on the Bonds shall be paid as provided in the
25 General Resolution, and payments into the Revenue Bond Debt Service Account with
26 respect to the Bonds shall commence in the month of May, 2004. For purposes of the
27 payment of principal, amounts scheduled for mandatory redemption shall be treated as
28 maturities.
29 (iii) Operating Reserve Subaccount. The City Council shall take appropriate
30 action in maintaining the balance on hand in the Operating Reserve Subaccount at the
31 Operating Reserve Requirement.
32 As provided in Section 5.02 of the General Resolution, no portion of the proceeds of the
33 Bonds shall be used directly or indirectly to acquire higher yielding inveshnents or to replace funds
34 which were used directly or indirectly to acquire higher yielding investments, except (i) for a reasonable
35 temporary period until such proceeds are needed for the purpose for which the Bonds were issued, (2) as
36 part of a reasonably required reserve or replacement fund not in excess of ten percent (10%) of the
37 proceeds of the Bonds (or in a higher amount which the City establishes is necessary to the sarisfacrion
38 of the Secretary of the Treasury of the United States), and (3) in addition to the above in an amount not
39 greater than $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in
40 the Fund (or any other City account which will be used to pay principal or interest to become due on the
1622999v3 2,7
oy- 3�fg
0
6
7
9
10
11
12
13
14
15
16
17
18
24. Negative Covenants as to Use of Proceeds and Imnrovements. provided in
Section 5.03 of the General Resolution, the City hereby covenants not to use the pr eeds of the Bonds
or to use the improvements financed with the proceeds of the Bonds, or to cause permit them or any
of them to be used, or to enter into any defened payment arrangements for the st of such
improvements, in such a manner as to cause the Bonds to be "private activity onds" within the meaning
of Secrions 103 and 141 through 150 of the Code. The City reasonably ex ects that no actions will be
taken over the terxn of the Bonds that would cause them to be private ac � ity bonds, and the average
term of the Bonds is not longer than reasonably necessary for the gov ental purpose of the issue.
The City hereby covenants not to use the proceeds of the Bonds in s ch a manner as to cause the Bonds
to be "hedge bonds" within the meaning of Section 149(g) of the ode, and the principal amount and
maturities of the Bonds haue been deternuned and scheduled in rder to comply with Secrion
149(g)(3)(C)(ii) ofthe Code.
25.
As provided in
Section 5.04 of the General Resolution, the City shall c ply with requirements necessary under the
Code to establish and maintain the exclusion from �ro s income under Section 103 of the Code of the
interest on the Bonds, including without limitation
investments, limitations on amounts invested at a
rebate of excess inveshnent earnings to the Unit�
irements relating to temporary periods for
greater than the yield on the Bonds, and the
States.
19 If any elecrions are available w or hereafter with respect to arbitrage or rebate matters
20 relating to the Bonds, the Mayor, Clerk, Tr asurer and Director, Office of Financial Services, or any of
21 them, are hereby authorized and directed o make such elections as they deem necessary, appropriate or
22 desirable in connection with the Bonds d all such elections shall be, and shall be deemed and treated
23 as, elecfions of the City.
24 26. No Desi a on of ualified TaY-Exem t Obli ations. The Bonds, together with
25 other obligations issued by the C� y in 2004, exceed in amount those which may be qualified as
26 "qualified taac-exempt obligati s" within the meaning of Section 265(b)(3) of the Code, and hence are
27 not designated for such purp e.
m
29 confirmed to be the
30 received and accepi
31 the Depository or it
32 provisions of the L
33 time to time with�
Le r of R resentations. The Letter of Representations for the Bonds is hereby
Sl et Issuer Letter of Representations dated Apnil 10, 1996, by the City and
i y The Depository Trust Company. So long as The Depository Trust Company is
its nominee is the Holder of any Global Certificate, the City shall comply with the
er of Representations, as it may be amended or supplemented by the City from
agreement or consent of The Depository Trust Company.
27.
34 8. Negotiated Sale. The City has retained Springsted Incorporated as an independent
35 financial ad 'sor, and this Council has heretofore determined, and does hereby determine, to sell the
36 Bonds by �vate negotiation to the Purchaser, all as provided by Minnesota Statutes, Secrion 475.60,
37 Subdivis' n 2(9).
38 29. Continuin� Disclosure. The City is an obligated person with respect to the Bonds.
39 The ity hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by
40 th Securiries and Exchange Commission (the "Comxnission") pursuant to the Securities Exchange Act
1622999v3 27
0�-34
1 Bonds) in excess of amounts which under then-applicable federal arbitrage regulations may be invested
2 without regazd as to yieid shall not be invested at a yield in excess of the applicable yieid reshicrions
3 imposed by said azbitrage regularions on such investments after taking into account any applicable
4 "temporary periods", "minor portion" or reserve made available under the federal azbitrage regulations.
5 In addition, the proceeds of the Bonds and money in the Fund shall not be invested in obligations or
6 deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality
7 thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed"
8 within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the
9 "Code").
10 19. Paritv Bonds. To provide moneys for payment of the principal and interest on the
ll Bonds, there is hereby pledged to the payment of the Bonds as "Additional Bonds" under the General
12 Resolution all those items pledged to the payment of Bonds in the Generai Resolution. The covenants
13 made in Article V of the General Resolution shall apply to the Bonds, except that paragraph 30 shall
14 control and override Section 5.05 of the General Resolution. As provided in Section 5.05 of the General
15 Resolution, each and all of the terms and provisions of this resolution shall be and constitute a covenant
16 on the part of the City to and with each and every Holder from tnne to time of the Bonds. Additional
17 Bonds may be issued as provided in Article VI of the General Resolution. Suits by Bondholders,
18 amendments and discharge shall be govemed by Article VII of the General Resolution.
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
20. Generai Obli¢arion Bonds and Notes: Prioritv; Sufficiency Findin�. The General
Obligation Bonds and Notes are hereby confumed to have a priority of lien on Revenues subordinate to
the priority of lien of the Bonds, specifically the priority derived from their pledge of Revenues in the
sixth use at Secrion 4.03(A) of the General Resolution. Pursuant to pazagraph 18 of the resolution
authorizing the City's General Obligation Sewer Revenue Bonds, Series 1998E, and pazagraph 10 of
each of the other resolutions authorizing the General Obligation Bonds and Notes, the Bonds shall have
a lien on Revenues that is superior to the General Obligation Bonds and Notes, specifically the priority
derived from the pledge to the Bonds of Revenues in the first use at Section 4.03(A) of the General
Resolurion. As required by said paragraphs 18 and 10, the City Council hereby finds, determines and
declares that estimated Revenues of the Sewer System will be sufficient, with other sources and used in
the order of the General Resolution, for payment of the General Obligation Bonds and Notes and the
Bonds.
21. [Reserved.]
22. Funded Reserve Account. The Reserve Requirement for the Bonds is $454,213.
This amount shall be transferred to the Reserve Account from moneys on hand and a�ailable for such
purpose in the Sewer Service Enterprise Fund.
35 23. Records and Certificates. As provided in Section 7.05 of the General Resolution,
36 the officers of the City are hereby authorized and directed to prepare and fiuvish to the Purchaser, and to
37 the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and
38 records of the City relaring to the Bonds and to the financial condition and affairs of the City, and such
39 other affidauits, certificates and information as are required to show the facts relating to the legality and
40 marketability of the Bonds as the same appear from the books and records under their custody and
41 control or as otherwise known to them, and all such certified copies, certificates and affidavits, including
42 any heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
1622999v3 28
DY- 3�f g
1 of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") h einafter
2 deseribed, to:
3 A. Provide or cause to be provided to each nationally reco ' ed municipal securities
4 information repository ("NRMSIR") and to the appropriate state info ation depository ("SID"),
5 if any, for the State of Minnesota, in each case as designated by the ommission in accordance
6 with the Rule, certain annual financial information and operatin ata in accordance with the
7 Undertakiug. The City reserves the right to modify from time time the terms of the
8 Undertaking as provided therein.
9 B. Provide or cause to be provided, in a tim manner, to (i) each NRMSIIZ or to the
10 Municipal Securiries Rulemaking Board ("MSRB") (ii) the SID, notice of the occurrence of
11 certain material events with respect to the Bonds in cordance with the Undertaking.
12 C. Provide or cause to be provided, � a timely manner, to (i) each NRMSIR or to the
13 MSRB and (ii) the SID, norice of a failure by e City to provide the annual financial information
14 with respect to the City described in the Un rtaking.
15
16
17
18
19
20
21
22
23
24
The City agrees that its covenant pursuant to the Rule set forth in this paragraph 29 and
in the Undertaking are intended to be far the b nefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; pro � ed that the right to enforce the provisions of these
covenants shall be limited to a right to obt n specific enforcement of the City's obligations under the
covenants.
The Mayar and Direc r, Office of Financial Services, or any other officers of the City
authorized to act in their stead (the ' Officers"), are hereby authorized and directed to execute on behalf
of the City the Undertaking in su tantially the form presented to the City Council, subject to such
modificarions thereof or addirio s thereto as are (i) consistent with the requirements under the Rule, (ii)
required by the Purchaser, an(iii) acceptable to the Officers.
25 30.
26 Series2004E Bonds
27 General Resolution.
of General Resolution. As provided in paragraph 8, prepayment of
an inverse order of maturity shall control over the provisions of the
28 The e of accrued interest on the Bonds shall be as provided in paragraph 18,
29 notwithstanding S tion 4.04(B)(1) of the General Resolution, and no interest is necessary to be
30 capitalized for p oses of Section 4.04(B)(2) of the General Resolution.
31 otwithstanding Section 5.05 of the General Resolution, the terms and provisions of this
32 resolution s 1 be and constitute a covenant on the part of the City to and with only each and every
33 Holder fro time to tune of the Bonds.
34
31. Paritv Findings. It is hereby found, determined and declared that:
35 (a) The City does not have any outstanding bonds, warrants, certificates, or other
36 obligations or evidences of indebtedness, or money borrowed for or on account of the Sewer
37 System or indebtedness for which any of the Revenues of all or a part of the Sewer System have
38 been pledged which are a prior lien on such Revenues, except the Series 2003D Bonds.
1622999v3 28
O`f-3yg
1 24. Negative Covenants as to Use of Froceeds and Improvements. As provided in
2 Secrion 5.03 of the General Resolution, the City hereby covenants not to use the proceeds of the Bonds
3 or to use the improvements financed with the proceeds of the Bonds, or to cause or pernut them or any
4 of them to be used, or to enter into any deferred payment arrangements for the cost of such
5 improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning
6 of Sections 103 and 141 through 150 of the Code. The City reasonably e�ects that no actions will be
7 taken over the term of the Bonds that wouid cause them to be private acfivity bonds, and the average
8 term of the Bonds is not longer than reasonably necessary for the governmental purpose of the issue.
9 The City hereby covenants not to use the proceeds of the Bonds in such a manner as to cause the Bonds
10 to be "hedge bonds" within the meaning of Section 149(g) of the Code, and the principal amount and
11 maturities of the Bonds have been detennined and scheduled in order to comply with Section
12 149(g)(3)(C)(ii) ofthe Code.
13 25. Tax-Exempt Status of the Refunding Bonds; Rebate; Elections. As provided in
14 Section 5.04 of the General Resolution, the City shall comply with requirements necessary under the
15 Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the
16 interest on the Bonds, including without limitation requirements relating to temporary periods for
17 investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the
18 rebate of excess inveshnent earnings to the United States.
19 If any elections are available now or hereafrer with respect to azbitrage or rebate matters
20 relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of
21 them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or
22 desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated
23 as, elections of the City.
24 26. No Desi�ation of Qualified Tas-Exempt Obli atQ ions. The Bonds, together with
25 other obligations issued by the City in 2004, exceed in amount those which may be qualified as
26 "qualified taY-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and hence are
27 not designated for such purpose.
28 27. Letter of Representations. The Letter of Representations for the Bonds is hereby
29 confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the City and
30 received and accepted by The Depository Trust Company. So long as The Depository Trust Company is
31 the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the
32 provisions of the Letter of Representations, as it may be amended or supplemented by the City from
33 time to time with the agreement or consent of The Depository Trust Company.
34 28. Negotiated Sale. The City has retained Springsted Incorporated as an independent
35 financial advisor, and this Council has heretofore determined, and does hereby determine, to sell the
36 Bonds by private negotiation to the Purchaser, all as provided by Minnesota Statutes, Section 475.60,
37 Subdivision 2(9).
38 29. Continuin� Disclosure. The City is an obligated person with respect to the Bonds.
39 The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by
40 the Securities and Exchange Commission (the "Commission") pursuant to the Securiries Exchange Act
1622999v3 29
o�- 3�l$
1 (b) All payments required to be made prior to the date hereof into the v ous Funds
2 and Accounts established by the General Resolution have been made.
3 (c) The proceeds of the Series 2004E Bonds shall be used only r the putpose of
4 malang Improvements to the Sewer System (as each of said terms is de ed in the General
5 Resolution).
6 (d) The annual Net Revenues of the Sewer System for ach of the two (2) completed
7 Fiscal Years immediately preceding of the issuance of the Seri 2004E Bonds have been at least
8 one and one-quarter (1.25) times, specifically _ and es, respectively, the maacimum
9 annual principal interest coming due after December 1, 20 , on all Bonds (as defined in the
10 General Resolution) having a parity of lien upon Reven s, including the Series 2004E Bonds
11 proposed to be issued, to wit:
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
Net Revenues 2002
Net Revenues 2003
Masimum Annual Principal and
Interest on the Series 2003D Bo�
Maacimum Annual Principal
Interest on the Series 20�4E
Maximum Annual Princ' al and
Interest on the Series 2 03D Bonds
and Series 2004E Bo ds
(COMBINED)
One and One-q er (1.25) Times
Total Maacim Annual Principal
and Interest equirements
This City Coun has been furnished with the Certificate of the Director, Deparhnent of Public
Works, attesf g to the foregoing facts.
$15,502,336
$17,604,045
$ 6,422,510
$
$
$
32 (e) This City Council pursuant to advice from the Director, Department of Public
33 Works, reby finds, determines and declares that the estimated Revenues to be derived from the
34 operati of the Sewer System during the term of the Series 2004E Bonds will be more than
35 suffic' nt to provide Net Revenues adequate to pay principal and interest when due on the Series
36 200 Bonds and on those other bonds which are now outstanding and to maintain the Reserve
37 A ount required therefor.
38 ( fl The Series 2004E Bonds have a December 1 maturity or maturities and have
39 interest payxnents on June 1 and December 1.
40 32. Severabilitv. As provided in Section 7.06 of the General Resolurion, if any
41 ction, pasagraph or provision of this resolution shall be held to be invalid or unenforceable for any
1622999v3 29
py�-3�8
1 of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaldng") hereinafter
2 described, to:
3 A. Provide or cause to be provided to each narionally recognized municipal securities
4 information repository ("NRMSIIZ") and to the appropriate state information depository ("SID"),
5 if any, for the State of Minnesota, in each case as designated by the Commission in accordance
6 with the Rule, certain annual financiai information and operating data in accordance with the
7 Undertaking. The City reserves the right to modify from time to time the terms of the
8 Undertakiug as provided therein.
9 B. Provide or cause to be provided, in a tunely manner, to (i) each NRMSIR ar to the
10 Municipal Securifies Rulemaking Board ("MSRB") and (ii) the SID, notice of the occunence of
11 certain material events with respect to the Bonds in accordance with the Undertaking.
12 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR ar to the
13 MSRB and (ii) the SID, norice of a failure by the City to provide the annual financial information
14 with respect to the City described in the Undertaking.
15 The City agrees that its covenants pursuant to the Rule set forth in this paragraph 29 and
16 in the Undertalang are intended to be far the benefit of the Holders of the Bonds and shall be
17 enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
18 covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the
19 covenants.
20 The Mayor and Director, Office of Financial Services, or any other officers of the City
21 authorized to act in their stead (the "Officers"), are hereby authorized and directed to execute on behalf
22 of the City the Undertaking in substantially the form presented to the City Council, subject to such
23 modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)
24 required by the Purchaser, and (iii) acceptable to the Officers.
25
26
27
28
29
30. Override of General Resolution. As provided in paragraph 8, prepayment of
Series 2004E Bonds other than an inverse order of maturity shall control over the provisions of the
General Resolution.
As provided in paragraph 18, for purposes of the payment of principal, amounts
scheduled for mandatory redemption shall be treated as maturities.
30 The use of accrued interest on the Bonds shall be as provided in paragraph 18,
31 notwithstanding Section 4.04(B)(1) of the General Resolution, and no interest is necessary to be
32 capitalized far purposes of Section 4.04(B)(2) of the General Resolution.
33
34
35
Notwithstanding Section 5.05 of the General Resolution, the terms and provisions of this
resolution sha11 be and consritute a covenant on the part of the City to and with only each and every
Hoider from time to time of the Bonds.
36 31. Paritv Findings. It is hereby found, determined and declared that:
1622999v3
30
1 (a) The City does not have any outstanding bonds, warrants, certificates, or other
2 obligations or evidences of indebtedness, or money borrowed for or on account of the Sewer
3 System or indebtedness for which any of the Revenues of all or a part of the Sewer System have
4 been pledged which are a prior lien on such Revenues, except the Series 2003D Bonds.
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
(b) All payments required to be made prior to the date hereof into the various Funds
and Accounts established by the General Resolution haue been made.
(c) The proceeds of the Series 2004E Bonds shall be used only for the purpose of
making Improvements to the Sewer System (as each of said terms is defined in the General
Resolution).
(d) The annual Net Revenues of the Sewer System for each of the rivo (2) completed
Fiscal Years ixnmediately preceding of the issuance of the Series 2004E Bonds have been at least
one and one-quarter (1.25) fimes, specifically 2.25 and 2.55 times, respecrively, the masimum
annual principal interest coming due after December 1, 2003, on all Bonds (as defined in the
General Resolurion) having a parity of lien upon Revenues, including the Series 2004E Bonds
proposed to be issued, to wit:
Net Revenues 2002
Net Revenues 2003
Masimum Annual Principal and
Interest on the Series 2003D Bonds
Masimum Annual Principal and
Interest on the Series 2004E Bonds
Maacimum Annual Principal and
Interest on the Series 2003D Bonds
and Series 2004E Bonds
(COMBINED)
One and One-quarter (1.25) Times
Total Masimum Annual Principal
and Interest Requirements
$15,502,336
$17,604,045
$ 6,422,510
$ 454,213
. ::• ,
$ 8,612,318
This City Council has been fiunished with the Certificate of the Director, Department of Public
Works, attesting to the foz'egoing facts.
(e) This City Council pursuant to advice from the Director, Department of Public
Warks, hereby finds, detennines and declares that the estimated Revenues to be derived from the
operation of the Sewer System during the term of the Series 2004E Bonds will be more than
sufficient to provide Net Revenues adequate to pay principal and interest when due on the Series
2004E Bonds and on those other bonds which are now outstauding and to maintain the Reserve
Account required therefor.
1622999v3 3 1
o�f- 3�f�
2
�
reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of
the remaining provisions of this resolufion.
33. Headin�s. As provided in Section 7.07 of the General Resolution, headings in
this resolution are included for convenience of reference only and are not a part hereof, and shall not
limit or define the meaning of any provision hereof.
Yeas Nays Absent
Benanav f
Bostrom �
Harris �
Helgen �
Lantry �
Montgomery �
Thune ,/
� o i
Adopted by Council: Date /"���-E�� �`f .�,�v`�f
Adoption Certi ie by Council Secretary
B ' �
�
Approved b ay r: Date �
By:
1622999v3
Requested by Department of: ,
o � r�u �r GeS
Bv:
�-1
Form Approved by City Attorney
By: �I,�Ci. �, 7�,[�l
Mayor for
� ��
�
o4-3�f 8
1 ( fl T'he Series 2004E Bonds haue a December 1 maturity or maturities and have
2 interest payments on 7une 1 and December 1.
3 32. Severabilitv. As provided in Section 7.06 of the General Resolurion, if any
4 section, pazagraph or provision of this resolution shall be held to be invalid or unenforceable for any
5 ,
6 s reso ution.
- - - : . : . � . - . - - . . '^fM*'r�e7
i " ' " ' " " ' ' " _ ' ' " _ ' _ _' .•
� ' ""' _ _ _ ".51 1 • � � � \ - '
Nays
Absent
Requested by Department of:
By:
Montgomery
Thune
Adopted by Council:
Adoption
Council Secretary
by Mayor: Date
Form Approve City Attorney
By:
Approved by Mayor for Submission toZSQuncil
By: 1
1622999v3 32
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sh� t n�heet �
Departmentloffice/councii: Date Initiatetl:
FS — FinancialServices , Green Sheet NO: 3013375
Contact Person & Phone- Deoartment Sent To Person InitiallDate
Todd Hufley � 0 inancial ervices
266-8837 qssign 1 inancial Services De artment Director
Must Be on Council Agenda by (Date): Number 2 inancial ervic flice Financial Servi
24-MAR-Q4 For �
RoUting 3 i Attorne Lisa Veith
' Order 4 a or'sOFfice Ma r/A is[ant
5 ounci� Citv Council
6 i Clerk i Clerk
Total # of Signature Pages _(Ciip All Locations for Signature)
Action Requested:
Authorization for the issuance of Sewer Revenue Bonds in the amount of $6,300,000.
Recommendations: Approve (A) or Reject (R): Personal Service Contracts Must Mswer the Following Questions:
Planning Commission 1. Has this person/firm ever worked under a contract for this department?
CIB Committee Yes No
Civil Service Commisston 2. Has this person/firtn ever been a city employee?
Yes No
3. Does this personlfirm possess a skill not normally possessed by any
current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
The Ciry's Sewer Utility desires to issue $6,300,000 of revenue bonds to fmance capital improvements within the sewer system
Advantages If Approved:
Bonds can be sold to provide funds to finance capital improvements in the sewer system
Disadvantages If Approved:
None. ,
Disadvanhages If Not Approved:
Bonds will not be sold and funds will not be avaIlable for capital unprovements.
Total Amount of
Transaction: 6300 CosURevenue Budgeted: y
Fundinst Source: Activity Number:
Financial Information:
(Explain)
a�-3y 8
�
85 SEVE?ITH PLACE EAST, SIIITE 100
SAI�'TPAllL,NiN SS10L2887
651.223.3000 FAX�651.223.3002
E .bIAIL: adcisors@springs2ed.com
SPRINGSTED
Advisors w rhe Public Sedar
March 24, 2004
Mr. Matt Smith, Director of Financial Services
Ms. Barb Maynard, Treasurer
Mr. Todd Hurley, Municipal Debt Manager
City of St. Paul Treasury Division
Offce of Financial Services
160 City Hall
15 West Kellogg Blvd
Saint Paul, MN 55102
Re: Recommendations for the City of Saint Paul:
$6,300,000 Sewer Revenue Bonds, Series 2004E
Dear Mr. Smith, Ms. Maynard and Mr. Hurley:
I.: F.
This letter summarizes the results of the competitive bids opened at 11:00 aiw this morning for
this issue.
Purpose and Repayment Sources of Issues
The purpose of the Sewer Issue is to finance system rehabilitation projects. The Bonds will be
repaid solely by revenues of the Sewer Utility.
Tax-Exempt Market Rates
The municipal tax-exempt market continues to move downward to historical iows. This market
has moved downward markedly in the last week. The nationai index of these interest rates, the
BBi, is at the very low point of 4.35%.
Sale Results
The City received three bids on the Sewer Issue. The senior managers of the bidding
syndicates were as follows:
Rank Bidder
UBS Financial Services
Piper Jaffray
RBC Dain Rauscher Inc.
TIC(%)
3.832391 %
3.892317%
3.898601 °/a
The lowest or best bid was received from UBS Financial Services at a true interest
rate of 3.832391 %.
CORPORATE OFFICE: SAINT PAUL, MN • Visit our website at www.springsted.com
IOWA • KANSAS • MRVNESOTA � VIRGINIA • WASHINGTON, DC � WISCONSIN
04-34�
City of Saint Paul, Minnesota
March 24, 2004
Page 2
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 lowest cost to
the City. We have enclosed bid tabulation forms for each issue summarizing the bid specifics
and composition of each underwriting syndicate.
itecommendation
We recommend award of sale to UBS Financial Services.
Basis of Recommendation
We believe the interest rates received by the City today reflect the historically low interest rate
market. Our estimates of late February estimated a rate of 4.05%. This sale results in a
winning bid lower than the estimate and a locking in of historically low interest rates.
Credit Rating
The City's general obligation rating for these issues were reaffirmed by Standard & Poor's and
Moody's, at AAA from S&P, and Moody's upgrading the Utility's rating to Aa3 from A1. This
upgrade made a significant difference in the interest rates, thereby reducing costs of the Utility.
We congratulate the City and the Utility on this rating upgrade.
We welcome any questions regarding this sale process.
espectfully,
�a-v u ���� ( �i�5 ✓( �y
David N. MacGillivray �
Chairman
klb
Enclosure
0�1-3`t8
85 E. SEVEIVTH PLACE, SUITE 100
SAIM PAUL, MN 55101-2887
651.223.3000 FA7{:651.223.3002
E-MAIL: advisors(Q�,springstcd.com
//
SPRINGSTED
Adi�sars w the Pubtic Seccor
$6,300,000
CITY OF SAINT PAUL, MINNESOTA
SEWER REVENUE BONDS, SERIES 2004E
(BOOK ENTRY ONLY)
AWARD: UBS FINANCIAL SERVICES INC.
CITIGROUP GLOBAL MARKETS, INC.
BEAR, STEARNS & CO., INC.
MORGAN STANLEY — MORGAN STANLEY DW INC.
CIBC WORLD MARKETS
CITIGROUP GLOBAL MARKETS, INC.
CRONIN & COMPANY, iNCORPORATED
CHARLES SCHWAB & COMPANY
- And Associate -
SALE:
March 24, 2004
Moody's Rating: Aa3
Standard & Poor's Rating: AAA
Interest Netlnterest True Interest
Bidder Rates Price Cost Rate
UBS FINANCIAL SERVICES INC.
CITIGROUP GLOBAL MARKETS, INC.
BEAR, STEARNS & CO., INC.
MORGAN STANLEY—
MORGAN STANLEY DW INC.
CIBC WORLD MARKETS
CITIGROUP GLOBAL MARKETS, INC.
CRONIN & COMPANY, INCORPORATED
CHARLES SCHWAB & COMPANY
Kirlin Securities, Inc.
2.25% 20042007
2.50% 2008-2009
3.00% 2010-2011
3.125% 2012
3.30% 2013
3.50% 2014
3.75% 2015-2016
4.00% 2017-2018
4.10% 2019-2020
4.15% 2021
4.20% 2022
4.25% 2023
$6,264,602.20 $2,711,627.80 3.8323%
(Con#inued)
CORPORATEOFF/CE: SNNTPAUI.,MN • Visitnwwebsireatwwwsprin„a[edcom
DESMOINES,IA • MILWAUKEE,WI • MINNEAPOIIS,MN • OVERLANDPARK,KS •�'IRGINIABEACH,VA • WASFffNGI'ON,DC
0�-3�15
interest Net Interest True interest
Bidder Rates Price Cost Rate
PIPER JAFFRAY & CO.
RBC DAIN RAUSCHER INC.
2.50%
3.00%
3.50%
3.65%
3.75%
4.00°l0
4.10%
4.25%
2.00%
2.25%
2.375%
3.00%
325%
3.50%
3.60%
3.75%
3.875%
4.00%
4.25%
4.375%
REOFFERING SCHEDULE OF THE PURCHASER
Rate
2.25°/4
225%
225%
2.25°fo
2.50%
2.50%
3.00%
3.00%
3.125%
3.30%
3.50%
3.75%
3.75%
4.00%
4.00%
4.10%
4.10%
4.15%
4.20%
425%
2004-2008
2009-2010
2011-2015
2016
2017
2018-2020
2021
2022-2023
2004-2006
2007
2008
2009-2011
2012
2013-2015
2016
2017
2018
2019
2020.2021
2022-2023
Year
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
$6,23�,000.00 $2,740,687.50
$6,237,081.45 $2,752,399.80
Yield
1.00%
1.15%
1.35%
1.70%
2.05%
2.30%
2.70%
Par
320°/a
3.375%
3.55%
3.80%
3.80%
Par
Par
Par
Par
Par
Par
Par
3.8923%
3.8986%
BBI: 4.35%
Average Maturity: 11.150 Years