06-2741
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A M E N D E D
RESOLUTION
OF SAINT PAUL, MINNESOTA
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Presented By
Referred T
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Committee: Date
SUPPLEMENTING GENERAL
RESOLUTION RELATING TO
SEWER REVENUE BONDS AND
PROVIDING FOR THE ISSUANCE OF
$7,040,000 SEWER REVENUE
BONDS, SERIES 2006C
25 A. WHEREAS, the Director, Office of Financial Services, has presented proposals
26 received for the sale of $7,040,000 Sewer Revenue Bonds, Series 2006C (the "Series 2006C Bonds" ar
27 "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
28 B. WHEREAS, the proposals set forth on E�ibit A attached hereto were received
29 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:00 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 Prp� R �j�Fh�jZQ�'1 was found to be the most
33 advantageous and has recommended that said proposal be accepted; and
34 D. WIIEREAS, on May 24, 1988, the City Council of the City adopted Resolution
35 No. 88-835, entitled "General Resolution Relating to Sewer Revenue Bonds" (the "General
36 Resolution"); and
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
Council File # � � � �� �
Green Sheet# 3029931
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1 F. WHEREAS, it is necessary and desirable to adopt this resolution as a
2 Supplemental Resolution to the General Resolution to provide for the issuance of the Bonds on a parity
3 of lien with the City's $26,280,000 Sewer Revenue Refunding Bonds, Series 2003D (the "Series 2003D
4 Bonds"), and $6,300,000 Sewer Revenue Bonds, Series 2004E (the "Series 2004E Bonds"), which are
5 the only bonds outstanding under the General Resolution, to finance rehabilitation projects to the Ciry's
6 sewer system, including work on numerous pumping and lift stations, the relining of existing sewer lines
7 and the selective replacement of existing pipe; and
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WHEREAS, Sections 6.01(B) and (C) of the General Resolution provide for the
issuance of parity lien bonds in part as follows:
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"(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
annuai Net Revenues of the Sewer System for each of the two (2) completed Fiscal Yeazs
immediately preceding the issuance of such Additional Bonds shall have been one and
one-quarter (1.25) times the maacimum annual principal and interest coming due
thereafter on all Bonds (including the Additional Bonds) having a parity 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 for either or both of those Fiscal Years by
increasing the Net Revenues based on a projection of additional Revenues which would
have been available from any rate increase placed in effect prior to the adjustment, or
from new users. The adjustment of Revenues may assume such increase would have
been available for the entire Fiscal Year of adjustment. The projection for adjustment
and finding of sufficiency of Net Revenues far the issuance of Additional Bonds sha11 be
showtt by a certificate issued by the Director, Department of Public Works, or the City
Budget Director, or by an independent consulting engineering firm knowledgeable in
such matters 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:
31 "(1) The payments required to be made (at the time of the issuance of
32 such Additional Bonds) into the vazious Funds and Accounts provided for in this
33 Resolution have been made.
34 "(2) The proceeds of such Additional Bonds shall be used only for the
35 purpose of making Improvements to the Sewer System or to refund (or advance
36 refund) Bonds or any other bonds or obligations issued to finance the Sewer
37 System, and capitalizing interest or making a deposit to the Reserve Fund and
3g paying the costs of such financing."; and
39 H. WHEREAS, Revenues of the Sewer System in the sixth use at section 4.03{A) of
40 the General Resolution have been pledged to the payment of the City's General Obligation Sewer
41 Revenue Bonds, Series 1998E, and the following seven outstanding Notes of the City: General
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1 Obligation Sewer Revenue Note of 1993, General Obligation Sewer Revenue Note of 1994, General
2 Obligation Sewer Revenue Note of 1995, General Obligation Sewer Revenue Note of 1996, General
3 Obligation Sewer Revenue Note of 1997, General Obligation Sewer Revenue Note of 1999, and General
4 Obligation Sewer Revenue Note of 2000 (collectively, the "General Obligation Bonds and Notes"); and
I. WI�REAS, the Reserve Account will be funded for the Bonds by a deposit from
proceeds of the Bonds as pernutted by the General Resolution; and
7 J. WF3EREAS, 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 Representations (the "Letter of Representations") setting forth various matters relating to The
10 Depository Trust Company as Depository and its role with respect to the Bonds; and
11 K. WHEREAS, "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 financial 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
22 N. WHEREAS, proposals far the Bonds have been solicited by Springsted
23 Incorporated pursuant to an Official Statement and Terms of Proposal therein:
24 NOW, THEREFORE, BE 1T RESOLVED by the Council of the City of Saint Paul,
25 Minnesota, as follows:
26 1. Supplemental Resolution No. 4; Paritv Bonds Findines; Capitalized Terms. This
27 resoluuon is "Supplemental Resolution No. 4" to the General Resolution, and constitutes a
28 "Supplemental Resolution" as defined therein. The Series 2006C Bonds are "Additional Bonds" which
29 aza "Fixed Rate Bonds" and "Tas-Exempt Bonds", a11 as defined in the General Resolution. It is hereby
30 found, deternuned and declared that (1) the Series 2006C Bonds aze issued on a parity of lien with the
31 Series 2003D Bonds and Series 2004E Bonds pursuant to Section 6.01(B) of the General Resolution to
32 finance rehabilitation projects to the City's sewer system, including work on numerous pumping and lift
33 stations, the relining of existing sewer lines and the selective replacement of existing pipe, and (2) the
34 Series 2006C Bonds meet the requirements to be pazity bonds, as further set forth in pazagraph 31.
35 Capitalized terms used in this resolution which aze not de£ined herein but which aze defined in the
36 General Resolution shall have the meanings given such terms in the General Resolution.
37 2. Acceptance of Proposal. The proposal of Piper Jaffray & Co. ( the "Purchaser")
38 to purchase the $7,04Q000 Sewer Revenue Bonds, Series 2006C, of the City (the "Series 2006C Bonds"
39 or `Bonds", or individually a"Series 2006C Bond" or "Bond"), in accordance with the Terms of
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1 Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the Bonds the sum
2 of $7,085,601.60, plus interest accrued to settlement, is hereby found, detemuned and declared to be the
3 most favorable proposal received and is hereby accepted, and the Bonds are hereby awazded to the
4 Purchaser. The Director, O�ce of Financial Services, or his designee, is directed to retain the deposit of
5 the Purchaser and to forthwith return to the others making proposals their good faith checks or drafts.
6 3. Tifle; Original Issue Date; Denominations Maturities. The Bonds shall be titled
7 "Sewer Revenue Bonds, Series 2006C', shall be in the aggregate principal amount of $7,040,000, shall
8 be dated April 1, 2006, as the date of original issue and shall be issued forthwith on or after such date as
9 fully registered bonds. The Bonds shatl be numbered from R-1 upwazd. Global Certificates shall each
10 be in the denomination of the entire principal amount maturing on a single date, or, if a portion of said
11 principal amount is prepaid, said principal amount less the prepayment. Replacement Bonds, if issued
12 as provided in pazagraph 7, sha11 be in the denomination of $5,000 each or in any integral multiple
13 thereof of a single maturity. The Bonds shall mature on December 1, as provided in Section 2.08 of the
14 General Resolution, in the yeazs and amounts as follows:
Yeaz
2006
2007
2008
2009
aoio
2011
2012
2013
Amount
$445,000
370,000
380,000
395,000
405,000
420,000
440,000
455,000
Year
2014
2015
2016
2017
2018
2019
2020
Amount
$470,000
49Q000
510,000
530,000
555,000
575,000
600,000
15 4. Pu��ose. The Bonds shall provide funds for rehabilitation projects to the City's
16 sewer system, including work on numerous pumping and lift stations, the relining of existing sewer lines
17 and the selective replacement of existing pipe (the "Improvements").
18 5. Interest. The Bonds shall bear interest payable semiannually on June 1 and
19 December 1 of each yeaz as provided in Section 2.08 of the General Resolution (each, an"Interest
20 Payment Date"), commencing December 1, 2006, calculated on the basis of a 360-day yeaz of twelve
21 30-day months, at the respective rates per annum set forth opposite the maturity years as follows:
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Maturity Yeaz
2006
2007
2008
2009
2010
2011
2012
2013
Interest Rate
4.00%
4.00
4.00
4.00
4.00
4.00
4.00
4.00
Maturitv Yeaz
2014
2015
2016
2017
2018
2019
2020
Interest Rate
4.00%
4.00
4.00
4.00
4.00
4.50
4.50
1 6. Description of the Global Certificates and Global Book-Entrv Svstem. Upon their
2 original issuance the Bonds will be issued in the form of a single Global Certificate for each maturity,
3 deposited with The Depository Trust Company or its agent as the Depository by the Purchaser and
4 immobilized as provided in paragraph 7, all in accordance with (and as provided in, and with the force
5 and effect provided in) Sections 2.01 and 2.11 of the General Resoluuon.
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7. Immobilization of Global Certificates by the Depository; Successor Depository;
Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original delivery of the Bonds the Purchaser
will deposit the Global Certificates representing all of the Bonds with the Depository or its agent,
subject 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 2.12 of the General Resolution.
8. Redemption.
13 (a) Optional Redemption. All Bonds maturing after December 1, 2016, shall be subject to
14 redemption and prepayment at the option of the City on such date and on any day thereafter at a price of
15 par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment.
16 If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of maturity and in
17 such amount per maturity as the City shall determine; and if only part of the Bonds having a common
18 maturity date are called for prepayment, the Global Certificates may be prepaid in $5,000 increments of
19 principal and, if applicable, the specific Replacement Bonds to be prepaid shall be chosen by lot by the
20 Bond Registraz.
21 (b) Due Date. Bonds or portions thereof called for redemption shall be due and payable on
22 the redemption date, and interest thereon shall cease to accrue from and after the redemption date.
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1 (c) Notation on Global Certificate. Upon a reduction in the aggregate principal amount of a
2 Global Certificate, the Holder may make a notation of such redemption on the panel provided on the
3 Global Certificate stating the amount so redeemed, or may return the Global Certificate to the Bond
4 Registraz in exchange for a new Global Certificate authenticated by the Bond Registrar, in proper
5 principal amount. Such notation, if made by the Holder, shall be for reference only, and may not be
6 relied upon by any other person as being in any way determinative of the principal amount of such
7 Global Certificate outstanding, unless the Bond Registrar has signed the appropriate column of the
8 panel.
9 (d) Selection of Replacement Bonds. To effect a partial redemption of Replacement Bonds
10 having a common maturity date, the Bond Registraz prior to giving notice of redemption shall assign to
11 each Replacement Bond having a common maturity date a distinctive number for each $5,000 of the
12 principal amount of such Replacement Bond. The Bond Registraz shall then select by lot, using such
13 method of selection as it shall deem proper in its discretion, from the numbers so assigned to such
14 Replacement Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount
15 of such Replacement Bonds to be redeemed. The Replacement Bonds to be redeemed shall be the
16 Replacement Bonds to which were assigned numbers so selected; provided, however, that only so much
17 of the principal amount of each such Replacement Bond of a denomination of more than $5,000 shall be
18 redeemed as shall equal $5,000 for each number assigned to it and so selected.
19 (e) Partial Redemption of Replacement Bonds. If a Replacement Bond is to be redeemed
20 only in part, it shall be surrendered to the Bond Registraz (with, if the City or Bond Registrar so requires,
21 a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the
22 Holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if
23 necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Replacement
24 Bond, without service charge, a new Replacement Bond or Bonds of the same series having the same
25 stated maturity and interest rate and of any autharized denomination or denominations, as requested by
26 such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the
27 principal of the Bond so surrendered.
28 ( fl Request for Redemption. The Bond Registrar shall call Bonds for redemption and
29 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior to the
30 redemption date of a request of the City, in written form if the Bond Registrar is other than a City
31 officer. Such request shall specify the principal amount of Bonds to be called for redemption and the
32 redemption date.
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1 (g) Notice. Mailed notice of redemption shall be given to the paying agent (if other than a
2 City officer) and to each affected Holder. If and when the City shall call any of the Bonds for
3 redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give written notice
4 in the name of the City of its intention to redeem and pay such Bonds at the office of the Bond Registraz.
5 Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than thirty (30)
6 days prior to the redempuon date, to each Holder of Bonds to be redeemed, at the address appearing in
7 the Bond Register. All notices of redemption shall state:
(i)
(ii)
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The redemption date;
The redemption price;
(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 Registraz).
16 (h) Notice to De oP SitOry. Notices to The Depository Trust Company or its nominee shall
17 contain the CUSIP numbers of the Bonds. If there aze any Holders of the Bonds other than the
18 Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such notice to the
19 Depositary on the business day next preceding the date of mailing of such notice to all other Holders.
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9. Bond Re ig straz. As provided in Section 2.03 of the General Resolution, the
Treasurer of the City 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 Registrar shall be an officer of the City or a bank or trust company eligible for
designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may be appointed
pursuant to any contract the City and such successor Bond Registrar shall execute which is consistent
herewith. The Bond Registrar shall also serve as paying agent unless and unUl 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.
29 10. Forms of Bond The Bonds shall be in the form of Global Certificates unless and
30 until Replacement Bonds aze made available as provided in paragraph 7, all pursuant to Sections 2.01,
31 2.14 and 217 of the General Resolution. Each form of bond may contain such additional or different
32 terms and provisions as to the form of payment, record date, notices and other matters as are consistent
33 with the Letter of Representations and approved by the City Attorney.
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1 A. Global Certificates. The Global Certificates, together with the Bond Registraz's
2 Certificate of Authentication, the Certificate of Registration, the Register of Partial Payments, form of
3 Assignment and the registration information thereon, shall be in substantially the following form and
4 may be typewritten rather than printed:
1880272v4
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INTEREST
RATE
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REGISTERED OWNER:
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DOLLARS
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey
County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and 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 eazlier redemption, and to pay interest thereon semiannually on June 1
and December 1 of each yeaz (each, an"Interest Payment Date"), commencing December 1, 2006, at the
rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months)
until the principal sum is paid or has been provided for. This Bond will beaz 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 hereof. The principal of and premium, if any, on this Bond are payable in same-
day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal office of
in , Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer;
provided, howeuer, that upon a partial redemption of this Bond which results in the stated amount hereof
being reduced, the Holder may in its discretion be paid without presentation of this Bond, which
payment shall be received no later than 2:30 p.m., Eastern time, and may make a notation on the panel
provided herein of such redemption, stating the amount so redeemed, or may return the Bond to the
Bond Registraz 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 deternunauve of the principal amount of this Bond outstanding, unless the Bond Registrar has
signed the appropriate column of the panel. Interest on this Bond will be paid on each Interest Payment
Date in same-day funds by 2:30 p.m. 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
UNTTED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CTI'Y OF SAINT PAUL
SEWER REVENUE
BOND, SERIES 2006C
MATURTI'Y DATE OF
DATE ORIGINAL ISSUE
December 1, April 1, 2006
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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 2:30 p.m., Eastern time; and principal and premium payments shall
4 be received by the Holder no later than 2:30 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 timely paid sha11
6 cease to be payable to the person who is the Holder hereof as of the Rea laz 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") fised by the Bond Registraz 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 Payment Not Business Day. If the date for payment of the principal of, premium,
13 if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking
14 institutions 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 Redem t��. All Bonds of this issue (the "Bonds") maturing after December 1, 2016, 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 maturity and in such amount per maturity as the City sha11 determine; and if only part of the Bonds
24 having a common maturity date are called far prepayment, this Bond may be prepaid in $5,000
25 increments of principal.
26 Due Date. Bonds or portions thereof called for redemption shall be due and payable on
27 the redempuon date, and interest thereon shall cease to accrue from and after the redemption date.
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1 Notice of Redemotion. Mailed notice of redemption shall be given to the paying agent (if
2 other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds are
3 called for redemption, written notice thereof will be given by first class mail mailed not less than thirty
4 (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In connection with any
5 such notice, the "CUSIP" numbers assigned to the Bonds shall be used.
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Replacement or Notation of Bonds after Partial Redemption. Upon a partial redemption
of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion
make a notation on the panel provided herein of such redemption, stating the amount so redeemed. 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 deternunative of the principal amount of the Bond outstanding, unless the
Bond Registrar has signed the appropriate column of the panel. Otherwise, the Holder may surrender
this Bond to the Bond Registraz (with, if the Issuer or Bond Registrar so requires, a written instrument 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
of the same series having the same stated maturity and interest rate and of the authorized denomination
in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of
the Bond so surrendered.
Issuance; Pumose; Security. This Bond is one of an issue in the total principal amount of
$7,040,000, a11 of like date of original issue and tenor, except as to number, maturity, interest rate,
denomination and redempUon 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 Mazch 15, 2006 (the "Supplemental Resolution") (collectively, the "Resoludon"), 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 financing a sewage disposal
system or 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 constltute 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 exercise any of the rights and privileges
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1 granted by the laws of the State of Minnesota subject to the provisions of the Resolution. The Bonds of
2 this issue aze secured by a first and prior lien upon the Revenues of the Sewer System of the Issuer and
3 by sums held in a Reserve Fund, on a parity of lien with the Issuer's $26,28Q000 Sewer Revenue
4 Refunding Bonds, Series 2003D, and $6,300,000 Sewer Revenue Bonds, Series 2004E. 'I'he Issuer is
5 authorized under certain conditions to issue additional revenue obligations on a parity of lien with these
6 Bonds, all as provided in the Resolution. The Bonds of this series and any other revenue obligauons
7 hereafter issued on a parity therewith aze referred to herein as the "Parity Bonds". All other capitalized
8 terms used but not defined herein have the meanings assigned to those terms in the Resolution.
9 Holders. For the purposes of all actions, consents and other matters affecting Holders of
10 Bonds issued under the Resolution, the Issuer may (but shall not be obligated to) treat as Holders of
11 Bonds the owners of beneficial interests in any Bond as shown by the certificate of the person or entity
12 in whose name (or in whose nominee name) such Bond is registered. OtherwJse, the Issuer may treat the
13 Holder in whose name (or in whose nominee name) a Bond is registered as the owner of all the interest
14 therein.
15 Action bv �olders. The Holders of fifty-one percent (51%) or more in aggregate
16 principal amount of all Bonds at any time outstanding under the Resolution as supplemented may, either
17 at law or in equity, by suit, action, or other proceedings, protect and enforce the rights of all Holders of
18 Bonds then outstanding, or enforce and compel the performance of any and all of the covenants and
19 duties specified in the Resolution to be performed by the Issuer or its officers and agents; provided,
20 however, that nothing shall affect or impair the right of any Bondholder to enforce the payment of the
21 principal of and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to
22 pay the principal of and interest on each of the Bonds issued to the respective Holders thereof, at the
23 time and place, from the source and in the manner provided in the Bonds.
24 Denominations; Exchanee; Resolution. The Bonds are issuable originally only as Global
25 Certificates in the denomination of the entire principal amount of the issue maturing on a single date, or,
26 if a portion of said principal is prepaid, said principal amount less the prepayment. Global Certificates
27 are not exchangeable for fully registered bonds of smaller denominations except to evidence a partial
28 prepayment or in exchange for Replacement Bonds if then available. Replacement Bonds, if made
29 available as provided below, are issuable solely as fully registered bonds in the denominations of $5,000
30 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of
31 other authorized denominations in equal aggregate principal amounts at the principal office of the Bond
32 Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is
33 hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of
34 the Resolution are on file in the principal office of the Bond Registrar.
35 Modification of Resolution. No change, amendment, modification or alteration shall be
36 made in the covenants made with Holders of all Bonds issued under the Resolution as from time to time
37 supplemented without the consent of the Holders of not less than sixty percent (60%) in aggregate
38 principal amount of all such Bonds then outstanding except for changes, amendments, modifications and
39 alterations (a) made to cure any ambiguity or formal defect or omission, or (b) made in connection with
40 the issuance of Additional Bonds, or (c) which preserve the exclusion from gross income of interest on
41 the Taz-Exempt Bonds under Section 103 of the Internal Revenue Code of 1986, as amended, or (d)
42 which aze reasonably necessary to preserve the rating then in effect for any or all series of Bonds then
43 outstanding, or to obtain an investrnent grade rating for a series of Additional Bonds, or to obtain a
1880272v4 1'Z
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1 Credit Facility for the benefit of the Holders of all or a portion of the Bonds of a series, or (e) which
2 increase the debt service coverage ratio specified for Additional Bonds, or (fl which would not
3 materially prejudice the Holders of outstanding Bonds; provided, however, that nothing herein contained
4 shall permit or be construed as pernutting (1) an extension of the maturity of the principal of or the
5 interest on any Bonds, or (2) a reduction in the principal amount of any Bond or the rate of interest
6 thereon, or (3) a privilege of priority of any Bond or Bonds over any other Bond or Bonds except as
7 otherwise provided in the Resolution, or (4) a reduction in the aggregate principal amount of Bonds
8 required for consent to any change, amendment, modification or alteration, or (5) the creaUon of any lien
9 ranking prior to or on a parity with the lien of the Bonds, except as expressly permitted by the
10 Resolution as supplemented, or (6) a modification of any of the provisions of this paragraph, without the
11 consent of the Holders of one hundred percent (100%) of the principal amount of all Bonds outstanding.
12 Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event that:
13 (a) the Depository sha11 resign or discontinue its services for the Bonds, and the
14 Issuer is unable to locate a substitute depository within two (2) months following the resignation
15 or determination of non-eligibility, or
16 (b) upon a deternunation by the Issuer in its sole discretion that (1) the continuation
17 of the book-entry system described in the Resolution, which precludes the issuance of certificates
18 (other than Global Certificates) to any Holder other than the Depository (or its nominee), might
19 adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best
20 interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds.
21 Transfer. This Bond shall be registered in the name of the payee on the books of the
22 Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his, her or its
23 name and note the date of registration opposite the name of the payee in the certificate of registration
24 attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed
25 by the Holder or his, her or its legal representatives, and the Issuer and Bond Registrar may treat the
26 Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this
27 Bond is presented with such assignment for registration of transfer, accompanied by assurance of the
28 nature provided by law that the assignment is genuine and effective, and until such transfer is registered
29 on said books and noted hereon by the Bond Registraz, all subject to the terms and conditions provided
30 in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice
31 to, the Bond Registrar. Transfer of this Bond may, at the direction and expense of the Issuer, be subject
32 to certain other restrictions if required to qualify this Bond as being "in registered form" within the
33 meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
34 Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
35 sufficient to cover any tax or other govemmental charge payable in connection with the transfer or
36 exchange of this Bond and any legal or unusual costs regazding transfers and lost Bonds.
37 Treatrnent of Reeistered Owner. The Issuer and Bond Registrar may treat the person in
38 whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
39 provided (except as otherwise provided with respect to the Record Date) and for all other purposes,
40 whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be
41 affected by notice to the contrazy.
issoz�zva 13
0�-a �`�
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed by the
Bond Registraz.
Not Oualified Tax-Exempt Obligations. The Bonds have not been designated by the
Issuer as"qualified taY-exempt obligations" for purposes of Section 265(b)(3) of the federal Internal
Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
7 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
8 required by the Constitution and laws of the State of Minnesota 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 regular and due form, time and manner as required by law; that
11 this 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 limitation of indebtedness; and that the Issuer will 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 this issue.
isaoz�z�a 14
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1 IN WTTNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, 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 facsimile 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.
3
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 SAINT PAUL,
RAMSEY COUNTY. MINNESOTA
Mayor
Attest:
Bond Registrar
City Clerk
�
Authorized Signature
Countersigned:
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(SEAL)
Sewer Revenue Bond, Series 2006C, No. R-
iasoz�z�a
Director, Office of Financial Services
15
p� a7�
CERTIFICATE OF REGISTRATION
3 The transfer of ownership of the principal amount of the attached Bond may be made only by the
4 registered owner or his, her or its legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
isaoz�z�a 16
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2
REGISTER OF PARTIAL PAYiVIENTS
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 Registrar
5
6 Tf a notation is made on this register, such notation has the effect stated in the attached Bond. Partial
7 payments do not require the presentation of the attached Bond to the Bond Registrar, and a Holder could
8 fail to note the partiai payment here.
isaoz�z�a 17
06-�� y
�
2
3
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5
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..,e3:�e��.3`�:
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
iTI'MA - as custodian for
(Cust)
under the
issoz�z�a
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
fF:3
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ASSIGNMENT
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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.
Dated:
Notice:
Signature Guaranteed:
The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the attached Bond in every
particular, 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 Guuantor Institution" as defined
in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1880272v4
(Include information for all joint owners
if the Bond is held by joint account.)
19
c� a�N
1 B. Replacement Bonds. If the City has notified Holdezs 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 Registrar 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 entire issue is no longer required to be in global book-entry form. The Replacement Bonds, together
10 with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration
11 information thereon, shall be in substantially the following form, with paragraphs identical to those of
12 the form of Global Certificate stated by heading or initial text only:
isaoz�z�a 20
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2
3
4
5
:
.
�
INTEREST
RATE
10
11 REGISTERED OWNER:
UNTI'ED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COiTNTY
CITX OF SAINT PAUL
SEWER REVENUE
BOND, SERIES 2006C
MATURTI'Y DATE OF
DATE ORIGINAL ISSUE
December 1, _ April 1, 2006
12
13 PRINCIPAL AMOUNT: DOLLARS
14
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 calied 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, 2006, 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 Interest 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 this Bond aze payable upon presentation and surrender hereof at the
25 principal office of , in
26 , (the "Bond Registxar"), acting as paying agent, or any successor
27 paying agent duly appointed by the Issuer. Interest on this Bond will 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 registration 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 aze payable in
37 lawful money of the United States of America.
issoz�z�a 21
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1 REFERENCE IS HEREBY MADE TO TI-� FURTHER PROVISIONS OF THIS
2 BOND SET FORTH OlV THE REVERSE AEREOF, WHICH PROVISIONS SHALL FOR ALL
3 PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
�
IT IS HEREBY CERTIFIED AND RECITED ....
5 IN WTI'NESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its
6 City Council has caused this Bond to be executed on its behalf by the original or facsimile signature of
7 its Mayor, attested by the original or facsimile signature of its Clerk, and countersigned by the original
8 ar facsimile signature of its D'uector, Office of Financial Services, the official seal having been omitted
9 as peimitted by law.
Date of Registration
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned within.
Bond Registrar
�
Authorized Signature
10
11
1880272v4
Registrable by:
Payable at:
CTPY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial Services
22
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ON REVERSE OF BOND
Date of Pa�ment Not Business Dav.
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Redem All Bonds of this issue (the "Bonds") maturing after December 1, 2016, are
subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter
at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of
maturity and in such amount per maturity as the City shall determine; and if only part of the Bonds
having a common maturity date aze called for prepayment, the specific Bonds to be prepaid shall be
chosen by lot by the Bond Registrar.
Due Date.
Notice of Redemption.
Selection of Bonds far Redemption. To effect a partial redemption of Bonds having a
common maturity date, the Bond Registraz 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 Registraz shall then
select by lot, using such method of selection as it shail 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 number assigned to
it and so selected. If a Bond is to be redeemed only in part, it shall be sunendered to the Bond Registrar
(with, if the Issuer ar Bond Registrar so requires, a written instrument of transfer in form satisfactory to
the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registraz sha11
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the
same series having the same stated maturity and interest rate and of any authorized denomination or
denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Pumose; Securitv.
Holders.
Action by Holders.
Denominations; Exchange; Resolution. The Bonds are issuable solely as fully registered
bonds in the denominations of $5,000 and integral mulfiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal
amounts at the principal office of the Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of
the Bond Registrar.
issoz�z�a
23
o�tl� � �
Modification of Resolution
2 Transfer. This Bond is transferable by the Holder in person or by his, her or its attomey
3 duly authorized in wriring at the principal office of the Bond Registrar upon presentation and surrender
4 hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to
5 reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar.
6 Thereupon the Issuer shall execute and the Bond Registraz shall authenucate and deliver, in exchange
7 for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in
8 blank or to "bearer" or similaz designation), of an authorized denomination or denominations, in
9 aggregate principal amount egual to the principal amount of this Bond, of the same maturity and bearing
10 interest at the same rate.
11 Fees u�on Transfer or Loss.
12 Treatment of Registered Owner.
13 Authentication
14 Not Oualified TaY-Exempt Obliaafions.
15
16
ABBREVIATIONS
zasozn�a 24
D6"��'�l
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and
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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.
Dated:
Notice:
Signature Guazanteed:
The assignor's signature to this assignment must correspond with
the name as it appeazs upon the face of the within Bond in every
particular, without alteration or any change whatever.
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 Guarantor Institution" as defined
in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1880272v4
(Include information for all joint owners
the Bond is held by joint account.)
25
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11. Execution. As provided in Section 2.04 of the General Resolution, the Bonds
shall be executed on behalf of the City by the signatures of its Mayor, Clerk and Director, Office of
Financial Services, each with the effect noted on the forms of the Bonds, and be sealed with the seal of
the City; provided, however, that the seal of the City may be a printed or photocopied facsimile; and
provided further that any of such signatures may be printed or photocopied facsimiles and the corporate
seal may be omitted on the Bonds as pernutted by law. In the event of disability or resignation or other
absence of any such officer, the Bonds may be signed by the manual or facsimile signature of that
officer who may act on behalf of such absent or disabled officer. In case any such officer whose
signature or facsimile of whose signature shall appeaz on the Bonds shall cease to be such officer before
the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes, the same as if he or she had remained in office until delivery.
12. Authentication; Date of Reaistration. As provided in Section 2.05 of the General
Resolution, no Bond sha11 be valid or obligatory for any purpose or be entitled to any security ar benefit
under this resolution unless a Certificate of Authentication on such Bond, substanlially in the form
hereinabove set forth, shall have been duly executed by an authorized representative of the Bond
Registrar. Certificates of Authentication on different Bonds need not be signed by the same person.
The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution
of the Certificate of Authentication on the Bond and by anserting as the date of registration in the space
provided the date on which the Bond is authenticated. For purposes of delivering the original Global
Certificates to the Purchaser, the Bond Registrar shall insert as the date of registraUOn the date of
original issue, which date is April 1, 2006. The Certificate of Authentication so executed on each Bond
shall be conclusive evidence that it has been authenticated and delivered under this resolution.
23 13. Re¢istration; Transfer; Exchange. As provided in Sections 2.06, 2.15 and 2.18 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 Bonds
27 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 U on 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 sha11
32 carry all the rights to interest accrued and unpaid, and to accrue, which 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 reg�stered (the "Holder") on the registration
37 books of the City maintained by the Bond Registrar, and in each case at the address appeazing thereon at
38 the close of business on the fifteenth (15th) day of the calendaz 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 Hoider thereof at the close of business on a date (the "Special Record Date") fixed
42 by the Bond Registraz whenever money becomes available for payment of the defaulted interest. Notice
1ssoa�2�a 26
c�-� 7y
of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10)
days prior to the Special Record Date.
16. Holders; Treatrnent of Registered Owner; Consent of Holders. Section 2.09 of the
General Resolution shall apply to the Bonds.
17. Deliverv; Application of Proceeds. The Global Certificates when so prepared and
executed shall be delivered by the Director, Office of Financial Services, to the Purchaser upon receipt
of the puzchase 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 opezated as provided in the General Resolution, except as provided herein.
11 The Fund shall be maintained as provided in the General Resolution, especially Articie 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 Construction 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 tYae Bonds, less (a) $639,675 to be
17 deposited in the Reserve Account, (b} $110,276.60 of the premium and unused discount,
18 and (c) accrued interest paid by the Purchaser upon delivery. From the Construction
19 Account, specifically said separate subaccount, shall be paid all costs of the
20 Improvements defined in paragraph 4 of this resolution, including legal, engineering,
21 financing and other expenses incidental thereto. There shall also be paid from the
ZZ Construction Account, specifically said separate subaccount, the costs of issuance of the
23 Bonds. The provisions of Section 4.02 of the General Resolution apply as to transfers,
24 excess moneys, deposits, earnings and Excess Earnings.
25 (ii) Debt Service. Debt service on the Bonds shall be paid as provided in the
26 General Resolution, and payments into the Revenue Bond Debt Service Account with
27 respect to the Bonds shall commence in the month of May, 2006. For purposes of the
28 payment of principal, amounts scheduled for mandatory redemption shall be treated as
29 maturities.
30 (iii) O eratingReserve Subaccount. The City Council sha11 take appropriate
31 action in maintaining the balance on hand in the Operating Reserve Subaccount at the
32 Operating Reserve Requirement.
33 As provided in Section 5.02 of the General Resolution, no portion of the proceeds of the
34 Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds
35 which were used directly or indirecfly to acquire higher yielding investments, except (1) for a reasonable
36 temporary period until such proceeds are needed for the purpose for which the Bonds were issued, (2) as
37 part of a reasonably required reserve or replacement fund not in excess of ten percent (10%) of the
38 proceeds of the Bonds (or in a higher amount which the City establishes is necessary to the satisfaction
39 of the Secretary of the Treasury of the United States), and (3) in addition to the above in an amount not
40 greater than $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in
issoz�a�a 27
o���f
1 the Fund (or any other City account which will be used to pay principal or interest to become due on the
2 Bonds) in excess of amounts which under then-applicable federal arbitrage regulations may be invested
3 without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions
4 imposed by said arbitrage regulations on such investments a$er taking into account any applicable
5 "temporary periods", "minor portion" or reserve made available under the federal azbitrage regulations.
6 In addition, the proceeds of the Bonds and money in the Fund shall not be invested in obligations or
7 deposits issued by, guazanteed by or insured by the United States or any agency or instrumentality
8 thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed"
9 within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the
10 "Code").
11 19. Paritv Bonds. To provide moneys for payment of the principal and interest on the
12 Bonds, there is hereby pledged to the payment of the Bonds as "Additional Bonds" under the General
13 Resolution all those items pledged to the payment of Bonds in the General Resolution. The covenants
14 made in Article V of the General Resolution shall apply to the Bonds, except that paragraph 30 shall
15 control and ovenide Section 5.05 of the General Resolution. As provided in Section 5.05 of the General
16 Resolution, each and all of the terms and provisions of this resolution shall be and constitute a covenant
17 on the part of the City to and with each and every Holder from time to time of the Bonds. Additional
18 Bonds may be issued as provided in Article VT of the General Resolution. Suits by Bondholders,
19 amendments and discharge shall be governed by Article VII of the General Resolution.
20 20. General Oblieation Bonds and Notes: Prioritv; Sufficienc F�i�nd�'n_g. The General
21 Obligation Bonds and Notes are hereby confirmed to have a praority of lien on Revenues subordinate to
22 the priority of lien of the Bonds, specifically the priority derived from their pledge of Revenues in the
23 sixth use at Section 4.03(A) of the General Resolution. Pursuant to pazagraph 18 of the resoluuon
24 authorizing the City's General Obligation Sewer Revenue Bonds, Series 1998E, and paragraph 10 of
25 each of the other resolutions authorizing the General Obligauon Bonds and Notes, the Bonds shall have
26 a lien on Revenues that is superior to the General Obligation Bonds and Notes, specifically the prioriry
27 derived from the pledge to the Bonds of Revenues in the first use at Section 4.03(A) of the General
28 Resolution. As required by said paragraphs 18 and 1Q the City Council hereby finds, determines and
29 declares that estimated Revenues of the Sewer System will be sufficient, with other sources and used in
30 the order of the General Resolution, for payxnent of the General Obligation Bonds and Notes and the
31 Bonds.
32 2L [Reserved.]
33 22. Funded Reserve Account. The Reserve Requirement for the Bonds is $639,675.
34 This amount shall be transferred to the Reserve Account from the proceeds of the Bonds.
35 23. Records and Certificates. As provided in Section 7.05 of the General Resolution,
36 the officers of the City aze hereby authorized and directed to prepaze and furnish to the Purchaser, and to
37 the attorneys approving the legality of the issuance of the Bonds, cerkified copies of all proceedangs and
38 records of the City relating to the Bonds and to the financial condition and affairs of the City, and such
39 other affidavits, certificates and information as are required to show the facts relating to the legality and
40 mazketability of the Bonds as the same appeaz 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.
iasoz�z�a 28
l� a� y
1 24. NeQative Covenants as to Use of Proceeds and Imnrovements. As provided in
2 Section 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 expects that no actions will be
7 taken over the term of the Bonds that would cause them to be private activity bonds, and the average
8 term of the Bonds is not longer than reasonably necessazy 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.
11 25. T�-Exemut Status of the Bonds; Rebate; Elections. As provided in Section 5.04
12 of the General Resolution, the City shall comply with requirements necessary under the Code to
13 establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on
14 the Bonds, including without limitation requirements relating to temporary periods for investments,
15 limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess
16 investment earnings to the United States.
17 The City expects that the two-year expenditure exception to the rebate requirements may
18 apply to the construction proceeds of the Bonds.
l9 If any elections aze available now or hereafter with respect to arbitrage or rebate matters
20 relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of
21 them, aze 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 Desienation of Oualified Taac-Exempt Obli ate ions. The Bonds, together with
25 other obligations issued by the City in 2006, exceed in amount those which may be qualified as
26 "qualified ta�c-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 i,etter 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 ar 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 ar supplemented by the City from
33 Ume to time with the agreement or consent of The Depository Tmst Company.
34 28. Negotiated Sale. The City has retained Springsted Incorporated as an independent
35 financtal advisor, and this Council has heretofore determined, and does hereby determine, to sell the
36 Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(9).
37 29. Continuine Disclosure. The City is an obligated person with respect to the Bonds.
38 The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by
39 the Securities and Exchange Commission (the "Commission") pursuant to the Securities Bxchange Act
issoz�z�a 29
06-���
1 of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter
2 described, to:
A. Provide or cause to be provided to each nationally recognized municipal securities
information repository ("NIZMSIR") and to the appropriate state informauon depository ("SID"),
if any, for the State of Minnesota, in each case as designated by the Commission in accordance
with the Rule, certain annual financial information and operating data in accordance with the
Undertaking. The City reserves the right to modify from time to time the terms of the
Undertaking as provided therein.
9 B. Provide or cause to be provided, in a Umely manner, to (i) each NRMSIR or to the
10 Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence 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 or to the
13 MSRB and (ii) the SID, notice 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 pazagraph 29 and
16 in the Undertaking are intended to be for 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 sha11 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"), aze 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 30. Override of General Resolution. As provided in pazagraph 8, prepayment of
26 Series 2006C Bonds other than an inverse order of maturity shall control over the provisions of the
27 General Resolution.
2$ The use of accrued interest on the Bonds shall be as provided in paragraph 18,
29 notwithstanding Section 4.04(B)(1) of the General Resolution, and no interest is necessary to be
30 capitalized for purposes of Section 4.04(B)(2) of the General Resolution.
31 Notwithstanding Section 5.05 of the General Resolution, the terms and provisions of this
32 resolution sha11 be and constitute a covenant on the part of the City to and with only each and every
33 Holder from time to time of the Bonds.
34 31. Parity Findines. It is hereby found, determined and declared that:
35 (a) The City does not have any outstanding bonds, warrants, certificates, ar 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
iasozn�a 30
a6-�.�y
been pledged which aze a prior lien on such Revenues, except the Series 2003D Bonds and
Series 2004E Bonds.
3 (b) All payments required to be made prior to the date hereof into the various Funds
4 and Accounts established by the General Resolution have been made.
5 (c) The proceeds of the Series 2006C Bonds shall be used only for the purpose of
6 making Improvements to the Sewer System (as each of said terms is defined in the General
7 Resolution).
8 (d) The annual Net Revenues of the Sewer System for each of the two (2) completed
9 Fiscal Years immediately preceding of the issuance of the Series 2006C Bonds have been at least
10 one and one-quarter (1.25) times, specifically 2.66 and 2.83 times, respectively, the maximum
11 annual principal interest coming due after December 1, 2005, on all Bonds (as defined in the
12 General Resolution) having a parity of lien upon Revenues, including the Series 2006C Bonds
13 proposed to be issued, to wit:
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
Net Revenues 2004
Net Revenues 2005
Maximum Annual Principal and .
Interest on the Series 2003D Bonds
Maacimum Annual Principal and
Interest on the Series 2004E Bonds
Ma7cimum Annual Principal and
Interest on the Series 2006C Bonds
Maz�imum Annual Principal and
Interest on the Series 2003D Bonds,
Series 2004E Bonds and Series 2006C
Bonds (COMBINED)
One and One-quarter (1.25) Times
Tota1 MaYimum Annual Principal
and Interest Requirements
$20,027,017
$21,263,822
$ 6,422,510
$ 454,213
$ 639,375
$ 7,508,105
$ 9,385,132
This City Council has been furnished with the Certificate of the Director, Department of Public
Works, attesting to the foregoing facts.
(e} This City Council pursuant to advice from the Director, Department of Public
Works, hereby finds, deternunes and declares that the es6mated Revenues to be derived from the
operation of the Sewer System during the term of the Series 2006C Bonds will be more than
sufficient to provide Net Revenues adequate to pay principal and interest when due on the Series
2006C Bonds and on those other bonds which are now outstanding and to maintain the Reserve
Account required therefor.
1880272v4
31
��_��`�
2
4
sufficient to provide Net Revenues adequate to pay principal and interest when due on the Series
2006C Bonds and on those other bonds which aze now outstanding and to maintain the Reserve
Account required therefor.
(fl The Series 2006C Bonds have a December 1 maturity ar maturities and have
interest payments on June 1 and December 1.
6 32. Severabilitv. As provided in Section 7.06 of the General Resolution, if any
7 section, pazagraph or provision of this resolution sha11 be held to be invalid or unenforceable for any
8 reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of
9 the rema.ining provisions of this resolution.
10 33. Headinas. As provided in Section 7.07 of the General Resolution, headings in
11 this resolution are included for convenience of reference only and are not a part hereof, and shall not
12 limit or define the meaning of any provision hereof.
Yeas Nays Absent
Benanav �
Bost�om ,�
Harris �
Helgen �
Lanfry �
Montgomery ,i
Thune �,r
� 07
Adopted by Council: Date /�//�i� is aoo�
Adoption Certified by Council Secretary
By: ,
Approved by r. ate -j��3' U�
By:
Requested by Department of:
Office of Financial Services
By: ���
M
Form Ap�p by City Attorn �����,
By: t7)!S Gl.. • ?L�/
�.. . -a . . . . . � . :�
� . ��_r/°� , j �.
issoz�z�s 32
� Green SheeY Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
F$ — Fnancial Services
Confact Persort S Phone:
Todd Hurley
26G8837
M4St B0 on
1`.YMAR-06
ContractType:
03-MAR-06 I Green Sheet NO:
� '
Assign
by(Date): Number
For
Roufing
Order
AR-RESOLU7lON W1$ TR,4NSACTiON
b�' 2 `l�
3029931
IrtitiaUDate
0 M� �iat service __— I
1 tia 'c I ea Dir
2 inanciai Services ce mancisl Servi
3 ' �iNAttornev __��
4 's Office o / nt
5 ouncit Ci o
6 i ie K i Cler
Totat # of Signatvre Pages _(Ciip NI Locations for Signature)
Action ReGuested:
Signatures requested on the attached resolution supplemenUng General Resolufion relafing to Sewer Revenue Bonds and providing
for tiie issuance of $7,040,000 Sewer Revenue Bonds, Series 2006C.
itlatlons: Appro�e (A} or F
Planning Commission
CB Commiftee
Citil Service Commission
Must Mswer the
1. Has this pereon/firm e�er worked under a contract for this department?
Yes No
2. Has this person/firm euer been a city employee?
Yes No
3. Does this persoNfirtn possess a skill not normally possessed by any
current city employee?
Yes No
Explain all yes answew on separate sheetand attach M green sheet
InRiating Problem, Issues, Opportvnity (N7ho, What, When, Where, Why):
The City wishes to sell $7,04Q000 in Sewer Revenue Bonds, Series 2006C.
RECEIVED
Ativantages If Appreved:
The bonds will be sold.
MAR 0 6 2006
MAYOR'S OFFICE
DisadvanWpesl{Approved:
None
Disadvanfages KNotApproved:
The bonds will not be soId
�ov�,amountot $��0,000
TransaCtion;
Funtli�g Souroe:
Financial Information:
(ExpWln)
CosBRevettue Budgeted: Y
Activity Num6er.
r1K �
f � 8 ��Y4�
March 3, 2006 9:53 PM Page 1