08-138AMF. NDED Council File # ����J�
Green Sheet # 3049620
Presented By
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RESOLUTION �
CITY OF SAINT PAUL, MINNESOTA
SUPPLEMENTING GENERAL
RESOLUTION RELATING TO
SEWER REVENI.IE BONDS AND PROVIDiNG
FOR THE ISSUANCE OF APPROXIMATELY
$23,735,000 SEWER REVENUE
BONDS, SERIES 2008D
7 A. WHEREAS, the Director, Office of Financial Services, has presented proposals
8 received far the sale of approximately $23,735,000 Sewer Revenue Bonds, Series 2008D (the "Series
9 2008D Bonds" or "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
10 B. WHEREAS, the proposals set forth on Exhibit A attached hereto were received
11 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 11:00 a.m., Central Time,
12 this same day; and
13 C. WHEREAS, the Director, Office of Financial Services, has advised this Councii
14 that the proposal of I��S �2,�;P,S $�,�was found to be the most advantageous and has recommended
15 that said proposal be accepted; and
16 D. WHEREAS, on May 24, 1988, the City Council of the City adopted Resolution
17 No. 88-835, entitled "General Resolution Relating to Sewer Revenue Bonds" (the "General
18 Resolution"); and
19 E. WHEREAS, the General Resolution contemplates Supplemental Resolutions
20 which supplement or amend the General Resolution, including Supplemental Resolutions authorizing
21 the issuance of additional series of bonds secured on a parity with the Bonds initially issued pursuant to
22 the General Resolution, which were the City's Sewer Revenue Bonds, Series 1988A (the "Series 1988A
23 Bonds"), which are no longer outstanding; and
24 F. WHEREAS, it is necessary and desirable to adopt this resolution as a
25 Supplemental Resolution to the General Resolution to provide far the issuance of the Bonds on a parity
26 of lien with the City's $26,280,000 Sewer Revenue Refunding Bonds, Series 2003D (the "Series 2003D
27 Bonds"), $6,300,000 Sewer Revenue Bonds, Series 2004E (the "Series 2004E Bonds"), and $7,040,000
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1 Sewer Revenue Bonds, Series 2Q06C (the "Series 2006C Bonds"), which are thc only bonds outstanding
2 under fhe General Resolution, to finance rehabil3tation projects to the City's sewer system, including
3 major sewer repairs, tunnel repairs and stormwater quality improvements; and
4 G. WHEREAS, Sections 6.01(S} and (C) of the General Resolution piovzde for the
5 issuance ofparity lien bonds in part as follows:
6 "(B) Except as provided in Section 6.02, no additional revenue obligations
7 ("Additional Bonds") payable from the moneys in the Sewer Service Enterprise Fund on
8 a parity of lien with the then outstanding Bonds sha11 be hereafter issued unless the
9 annual Net Revenues of the Sewer System for each of the two {2) completed Fiscal Years
1Q immediately preceding the issuance of such Additional Bonds shall have heen one and
I 1 one-quarter (1.25) times the maximum annual principal and interest coming due
12 thexeafter on all Sonds (including tbe Additional Bonds) having a parity of lien upon
13 Revenues. If the annual Net Revenues in eitber or both of the aforesaid two (2)
14 completed Fiscal Years shall be insufficient to meet the foxegoing test, then the City shall
l5 be entitied to adjust the Net Revenues for either or both of those Fiscat Years by
16 increasing the Net Revenues based on a projection of addiCional Revenues which would
17 have been available from any rate inerease placed in effect prior to the adjustment, or
18 from new users. The adjustment of Revenues may assume such increase wouid have
14 been available for the entire Fiscal Year of adjustment. The projection for adjustment
20 and finding of sufficiency of Net Revenues for the issuance of Additional Bonds shall be
21 sbown by a ceriificate issued by the Director, Department of Publie Works, or the City
22 Budget Director, or by an independent consutting engineering firm knowledgeable in
23 such matters and shall be a findina of and recited in the resolution of the City aufhoriziug
24 such Additional Sonds. [Balance of (B) omitted].
25 "(C) In addition 2o the requirements of subsecrion (B} above, the following
2b cos�ditions shall be met prior to The issuance of each sezies of Additional Bonds:
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"(] ) The payments required to be made (at the time of the issuance of
such Additional Bonds) into the various Fwids and Accounts provided for in this
Resolution have been made.
"(2) The proceeds of such Additional Bonds shall be used only for the
gurpose of making Improvements to the Sewer System or to refuud (or advance
refund) Bonds or any other bonds or obligarions issued to finance the Sewer
System, and capitalizing interest or making a dcposit to the Reserve Fund and
paying the cosCS of such financing.' ; and
H. WHEREAS, Revenues of the Sewer System in the sixth use at section 4.03(A) of
tbe General Resolution have been pledged to the payment of the Cit}�s General Obligatian Sewer
Revenue Bonds, Series 1998E, and the followiug seven outstanding Notes of the City: General
Obliaation Sewer Revenue Note of 1993, General Obligation Sewer Revenue Note of 1994, General
Obligation Sewer Revenue Note of 1495, Getiexal Obligation Sewer Revenue Note of 1996, General
Obligation Sewer Revenue Note of 1997, General Obligation Sewer Revenue Note of 1999, and General
Ohligation Sewer Revenue Note of 2000 (collectively, the "General Obligation Bonds and Notes"); and
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1 I. WHEREAS, the Reserve Account will be funded for the Bonds by a deposit from
2 proceeds of the Bonds as permitted by the General Resolution; and
3 J. WHEREAS, the City will deliver the Bonds in "global book-entry form" as
4 described in the General Resolution, and the City has heretofore executed a Blanket Issuer Letter of
5 Representations (the "Letter of Representations") setring forth various matters relating to The
6 Depository Trust Company as Aepository and its role with respect to the Bonds; and
7 K. WHEREAS, "Holder" as used herein meatts the person in whose name a Bond is
8 registered on the registration books of the City maintained by the registrar appo'rnted as provided in
9 paragraph 9(the "Bond Registrar"); and
10 L. WHEREA5, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
11 public sale requirements do not apply to the Sonds, because the City has retained an independent
12 fivancial advisor and this Council has determined to sell the Bonds by private negotiation, and the Ciry
13 has instead authorized a competitive sale without publication of notice thereof as a form of private
14 negotiation; and
15 M. WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
] 6 "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to procide
17 certain continuing disclosure with respect to the Bonds; and
18 N. WHEREAS, proposals for the Bonds have been solicited by Springsted
19 Incorporated pursuant to an Official Statement and Terms of Proposal thereiu; and
20 O. WHEREAS, the City retained the xight tQ reduce the principai amount o€the
21 Bonds from the proposed $23,735,000 but the City has determined to make no change:
22 NOW, THEREFORE, BE IT RESOLVED by the Councll of tlie City of Saint Paul,
23 Minnesota, as follows:
24 1. Su�plemental Resolution No. 5: ParitV Bonds Findines Canitalized Terms. This
25 resolution is "Supplemental Resolution No. 5" to the General Resolution, and constitutes a
26 "Suppiemental ResoluYion" as defined therein. The Series 2008D Bonds are "Additionai Bonds" which
27 are "FiYed Rate Bonds" and "Tax-Exempt Bonds", all as defined in 2he General Resolution. It is hexeby
28 foimd, determined and deciared that (1) the 5eries 2008D Bonds are issued on a parity of lien with the
29 Series 2003D Bonds, Series 2004E Bonds and Series 2006C Bonds pursuant to Section 6.01(B) of the
30 General Resolution to finauce rehabilitation projects to the City's sewer system, including major sewer
31 repa�s, tunnel repairs and stornlwater quality improvements, and (2) the Series 2008D Bonds meet the
32 requirements to be parity bonds, as further set forth in paragraph 31. Capitalized terms used in this
33 resolution which are not defined herein but which are defined in the General Resalu2ion shall have the
34 meanings given such terms in the CTeneral Resolution.
35 2. Acceptance of ProposaL The proposal of UBS Securities LLC ( the "Purchaser")
36 to purchase ihe $23,�35,000 Sewer Revenue Bonds, Series 2008D, of fhe City (the "Series 2008D
37 Bonds" or "Bonds", or individually a"Series 2008D Bond" or "Bond"), in accordance cvith the Tezms of
38 Proposal for the bond sa1e, at the rates of interest sct forth hereinafter, and to pay for the Bonds the sum
39 of $24,307,829.40, plus iuterest accrued to settlement, is hzreby found, determined and declazed to be
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1 the most fa>>orable proposal received and is hereby accepted for Bonds in the principal amount of
2 $23,735,000 for a purchase price of $24,307,829.40, plus interest accrued to settlement, and the Bonds
3 are hereby aGVarded to the Purchaser. The Director, Office of Financial Services, or his designee, is
4 directed to retain the deposit of the Purchaser and to forthwith rehzm to the others makin� proposals
� their good faith checks or drafts.
6 3. Title; Orieinal Issue Date: Denominations: Maturities. The Bonds shall be titled
7 "Sewer Revenue Bonds, Series 2008D", shall be in the aggregate principal amount of $23,735,000, shall
$ be dated March 1, 2008, as the date of original issue and shall be issued forthwith on or after such date
9 as fu11y registered bQnds. The Bonds sha11 be numbered from R-1 upward. Crlobal Certifieates shall
] 0 each be in the denomination of the entire principal amount maturing on a single date, or, if a portion of
11 said principal amount is prepaid, said principal amount less the prepayment. Replacement Bonds, if
12 issued as provided in para�aph 7, shall be in the denonaination of $5,000 each or in any integfal
13 multipie thereof of a single maturitq. The Bonds shall mature on June 1 and December 1, which
14 combination of semiannual principal payment dates difYer from the standard December l date provided
15 in Section 2.08 of the General Resolution but is permitted to be specified in this Supplemental
16 Resolution No. 5, on the dates and in ehe amounts as follows:
Date
December 1, 20�8
June I, 2009
December 1, 2009
7une 1, 2010
December 1, 2010
June 1, 2011
Deeember 1, 2011
June 1, 2012
December 1, 2012
Jmie 1, 2013
December 1, 2013
June 1, 2014
December 1, 2014
Sune l, 2015
December 1, 2015
Amount
$585,OQ�
425,000
430,000
440,000
445,000
455,000
460,000
470,000
475,000
485,000
490,000
500,000
510,000
52Q,000
530,000
Date
June l, 2Q16
December I, 2016
June 1, 2017
December 1, 2017
June l, 2018
December l, 2018
December 1, 2019
December l, 2020
December l, 2023
December 1, 2022
December l, 2023
December 1, 2024
December 1, 2025
December 1, 202fi
December 1, 2027
Amount
$ 54Q,000
550,000
560,000
s�o,00a
580,000
595,000
1,220,000
1,275,000
1,325,000
1,385,000
1,445,000
1,515,000
1,580,000
1,650,�00
1,725,000
17 The above maturiry schedule differs from the schedule in the Terms of Proposal as to term bonds.
18 4. ose. The Bouds shall provide funds for rehabilitation projects to the City's
19 sewer system, including major sewer repairs, tunnel repairs and stormwater quality improvements (the
20 "Improvemeuts").
21 5. Interest. The Bonds shall bear interest payable semiannually on 7une 1 and
22 December 1 of each year as provided in Section 2.08 of the General Resolution (each, an "Interest
23 Payment Date"), commencing December l, 20Q8, caiculated on the basis of a 360-day year of twelve
24 30-day months, at the respective rates per annum set forth opposite the maturity dates as follows:
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Maturitv Date
December 1, 2008
June 1, 2009
December 1, 2009
7une 1, 201�
IIecember 1, ZO10
7une l, 2011
December 1, 2011
June 1, 2012
Deeember 1, 2012
June l, 2013
December 1, 2013
June 1, 2014
December 1, 2014
June 1, 2015
December 1, 2015
Interest Rate
3.000%
3.000
3.000
3.000
3.000
3.000
3.000
3.250
3.250
3?50
3.250
3.500
3.500
4.000
4.000
Maturitv Aate
June 1, 2016
December 1, 20I6
June 1, 2017
December 1, 2017
June l, 2018
December I, 2018
December l, 2019
December 1, 2020
December 1, 2021
December 1, 2Q22
December 1, 2023
December 1, 2024
December 1, 2025
December 1, 2026
December 1. 2027
Intexest Rate
4.000%
4.000
4.000
4.000
5.000
5.000
5.000
5.000
5.000
4.OQQ
4125
4.125
4.200
4.250
4.250
6. DescTiption of the Giobal CerCificates and Global Book-Entrv Svstem. Upon their
original issuance the Bonds will be issued in the form of a single Global Certificate foi each mahuity,
deposited with The Depository Trust Company or its agent as the Depository by the Purchaser and
immobilized as provided in paragraph 7, all in accordance wifh (and as provided in, and with the force
and effect provided in) Sections 2.01 and 211 of the General Resolution.
6 Z Iuunobilization of Giobal Certificates by the De�ositorv; Successor Depositor�
7 Replacement Bonds. Pursuant to the request of the Purchasez to the Depository, whieh request is
8 xequired by the Terms of Proposal, immediafely upon the original delivery of the Bonds the Purchaser
9 wili depasit the Global Certificates representing all of the Bonds with the Depository or its agent,
10 subject to the possible issuance later of Replacement Bonds, all in accordance w3th (and as provided by,
11 and with the £orce and effect provided in) Section 2.12 of the General Resolution,
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8. Redemption.
(a) Optional Redemmption_ Ali Bonds maturing aftet June l, 2Q1&, shall be subject tp
rede,mption and prepayment at the option of the City 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 matuti2y and in
such amount per maturity as the City shall determine (treating amounts scheduled for mandatory
redemption as maturities); and if only parC of the Bonds having a common maturity date are called for
prepayment, the Global Certiticates may be prepaid in $5,000 increments of principat and, if applicabte,
the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
21 (b) Scheduled Mandatorv Redem tion. Term Bonds maturing on December 1, 2019, are
22 subject to redemption and prepayment on June 1, 2019, at a price of par plus aecrued interest, without
23 premium, in the amount set forth below:
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Date Amount
3une l, 2019 S605,000
December 1, 2019 615,000 (Maturity)
Term Bonds maturing on Deceinber l, 2020, are subject to redemption and prepayment on June 1, 2020,
at a price of par plus acczued interest, without premium, in the amount set forth below:
Date Amount
June l, 2020 5630,000
December i, 2020 645,000 (Maturity}
Term Bonds maturing on December 1, 2021, are subject to redemption and prepayment on June 1, 2021,
at a price of paz plus acerued interest, without premium, in the amount set forth below:
Date Amount
June 1, 2021 5655,000
December i, 2021 670,000 (Maturity)
Term Bonds maturing on December 1, 2022, are subject to redemption and prepayment on 7une l, 2022,
at a price of paz plus accrued interest, without premium, in the amount set forth below:
Date Amount
7une l, 2022 5685,000
December l, 2022 700,000 (Maturity)
Term Bonds maturing on December i, 2023, are subject to redemption and prepayment on June i, 2023,
at a price of par pius accrued interest, without premium, in the amount set forth below:
Date Amount
7une 1,2023 $715,000
Decembet l, 2023 730,000 (Maturity)
Term Bonds maturing on December 1, 2024, are subject to redeinption and prepayment on 3une l, 2024,
at a priee of par plus accrued interest, without premium, in the amount set forth below:
Date Amount
3une l, 2024 �750,000
December l, 2024 765,000 (Maturity)
Term Bonds maturing on December 1, 2025, are subject to redemption and prepayment on 7une 1, 2025,
at a price of paz plus accnzed interest, without premium, in the amount set forth below:
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Date
June l, 2025
December 1, 2025
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S780,000
800,Q00 (Maturity)
Term Bonds maturing on December I, 2026, are subject to redemption and prepayment on June i, 2026,
at a price of par plus accrued interest, without premium, in the amount set forth below:
Date Amount
June l, 2026 5815,000
December I, 2026 835,00o (Maturity)
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Term Bonds maturing on Decembex 1, 2027, are subject to redemption and pzepayment on 3une l, 2027,
at a price of pu plus accrued interest, without premium, in the amount set forth below:
Date Amount
3une1,2027 �$55,000
December 1, 2027 870,000 (Maturity)
(c) Due Date. Bonds or portions thereof called for redemption shall be due and payable on
the redemption date, and interest thereon shall cease to accrue from and aHer the redemption date.
16 (d) Notation on Global Certificate. Upon a reducrion in the aggregate principal amount of a
17 Global Certificate, the Holder may make a notation of such sedemption on the panel pxovided on the
1$ Global Certificate stating the amount so redeemed, or may retum tue Global Certificate to the Bond
19 Registrar in exchange for a new Global Certificate authenticated by the Bond Registrar, in proper
20 principal amount. Such notarion, if made by the Holdex, shall be for reference only, and may not be
21 relied upon by any other person as bein� in any way determinative of the principal amount of such
22 Global Certificate outstanding, unless the Bond Regisuar has signed the appropriate column of the
23 pane1.
24 (e) Selection of Replacement Bands. To effect a paztial redemption of Replacement Bonds
25 having a common maturity date, the Bond Registrar prior 2o giving notice of redemption shall assign to
26 each Replacement Bond having a common maturity date a distinctive number for each $5,000 of the
27 principal amount of such Replaeement Bond. The Bond Registrar shall then select by lot, using such
28 method of selection as it sha11 deem proper in its discretion, from the numbers so assigned to such
29 Replacement Bonds, as many numbers as, at $5,000 for each number, shait equal the principal amount
30 of such Replacement Bonds to be redeemed. The Replacement Bonds to be redeemed shall be the
31 Replacement Bonds to which were assigned numbers so selected; provided, however, that only so much
32 of the principal amount of each such Repiacement Bond of a denomination of more than $5,000 shall be
33 redeemed as shall equal 55,000 for each number assigned to it and so selected.
34 (fl Partial Redem�tion ofReplacement Bonds. If a Replacement Bond is to be redeemed
35 only in part, it shall be suneudered to the Bond Registrar (with, if the City or Bond Registrar so requires,
36 a written instrument of transfex in form satisfactory to the City aud Bond Registrar duly executed by the
37 Holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if
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1 necessary) and the Bond Registrar shall authenticate and deliver to the Holder of sucb Replacement
2 Bond, without service charge, a new Replacement Bond or Bonds of the same series having the same
3 stated maturity and interest rate and of any authorized denomination or denominations, as requested by
4 such Holder, in ag� principal amount equal to and in exchange for the unredeemed portion of the
5 principal of the Bond so sunendered.
6 (g) RecLuest for Redemption. The Bond Registrar shall call Bonds for redemption and
7 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45} days prior to the
8 redemption date of a request of the City, in written forn� if the Bond Registrar is other than a City
9 officer. Such request sha11 specify the principal amount of Bonds to be catted for redemption and the
10 redemption date.
11 (h) Notice. Mailed norice of redemption shall be given to the paying agent (if other than a
12 City officer) and to each affected Holder. If and when the City shall call any of the Bonds for
13 redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give written notice
lA in the name of the City of its intention to zedeem and pay sueh Bonds at the office of the Bond Registrar.
15 Notice of redemgtion shall be gven by first class mail, postage pxepaid, mailed nat less than thirty (30)
16 days prior to the redemption date, to each Holder of Bonds to be redeemed, at the address appearing in
17 the Bond Register. All notices of redemption shall state:
l8 (i) The redemption date;
19 (ii) The redemption price;
20 (iii) If less than all outstanding Bonds are to be redeemed, the identification (and, in
21 the case of paztial redemption, the respective principal asnounts) of the Bonds to be redeemed;
22 (iv) That on the redemption date, the redemption price will become due and payable
23 upon each such Bond, and that interest thexcon shall cease to accme from and after said date; and
24 (v) The place where such Bonds are to be surrendered for payment of the redemption
25 price (which shall be the office of the Bond Registrar).
26 (i) Norice to De�ositorv. Notices to The Depository Trust Company or its noininee shall
27 contain the CUSIP numbers of the Bonds. If there are any Holders Qf the Bonds other than the
28 Depository or its nominee, the Bond Registrar shail use ats best efforts to deliver any such notice to the
29 Depository on the business day next preceding the date of mailing of such notice to all other Holders.
30 9. Bond Re�istrar. As provided in Section 2.03 of the General Resolution, the
31 Treasurer of the City is appointed to act as bond registrar and transfer agent with respect to the Bonds
32 (the "Bond Registrar"), and shali do so untess and until a successor Bond Registrar is duly appointed. A
33 successox Bond Regishax shall be an officer of the City or a bank or tzust eompany eligible for
34 designation as bond reglstrar pursuaut to Minnesota Statutes, Chapter 475, and may be appointed
35 pursuant to any contract the City and such successos Bond Registrar shall execute which is consistent
36 herewith. The Bond Registtar shall also serve as paying agent unless and until a successor paying agent
37 is duly appointed. Princigal and interest on the Bonds shall be paid to the Holders (or record holders) of
38 the Sonds an the manner set forth in the forms of Bond and paragraph 15.
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1 10. Forms of Bond The Bonds sha11 be in the fozm of Glo6al Certificates unless and
2 until Replacement Bonds aze made available as pzovided in paragraph 7, all pursuant to Sections 2.01,
3 2.14 and 2.17 of the General Resolution. Each form of bond may contain such additional or different
4 terms and provisions as to the form of payment, record date, notices and other matters as are consistent
5 with the Letter of Representations and approved by the City Attorney.
6 A. Global Certificates. The Global Certificates, together with the Bond Registrar's
7 Certificate of Authentication, the Certificate of Registration, the Register of Partial Payments, form of
8 Assi�ment and the registrarion infomiation thereon, shall be in substantially the folloFVing forrn and
9 may be typewritten ratl�er than printed:
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1 UI�ITED STATES OF AMERICA
2 STATE OF MT�ESOTA
3 RAMSEY COLI3TY
4 CITY OF SAINT PAliL
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7 SEWER REVENUE
BONB, SERIES 2008D
INTEREST
RATE
MATURITY
DATE
1,
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11 REGISTERED OWNER:
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13 PRINCIPAL A1�i0i7NT:
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DATE OF
ORIGINAL ISSUE CUSIP
March i, 2008
DOLLARS
KNOW ALL PERSONS BY THESE FRESENTS that the City of Saint Faul, Ramsey
Counry, 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 ceztificate of registration below, or registered
assigns, in the manner hereinafter set forth, the principal amount specified above, on the matuiity date
specified above, unless called fox eatlier redemption, and to pay intexest thereon semiannually an 3une ]
and December 1 of each year (each, an "Interest Payment Date"), commencing December 1, 2008, at the
rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months)
until the ptincipal stzm is paid or has been provided for. This Bond will bear interest from the n�ost
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 princlpal of and premium, if any, on this Bond are payable in same-
day fiznds by 230 p.m., Eastem time, upon presentation and surrender hereof at the prittcipal officc of
in , Minnesota (the "Bond
Registrar"), acting as paying agent, or airy successor payiug agent duly appointed by the Issuer;
provided, however, that upon a partial redemption of this Bond which results in the stated amount hereof
being reduced, the Holder may in its discretion be paid without presentation of this Bond, wbich
payment shall be received no latex than 2:30 p.m., Eastern time, and may make a notation on the panel
provided herein of such redemption, statiug the amount so redeemed, or may retum the Bond to the
Bond Registrar in exchange for a new Bond in the proper pr�ncipal amount. Such notation, if made by
the Holder, shall be for reference only, aud may not be relied upon by any othez person as being in any
way determinative of the principal amoun2 of this Bond autstauding, unless the Bond Registraz has
signed the appropriate column of the panel. Interest on this Bond will be paid on each Interest Payment
Date in same-day funds by 230 p.m. Eastern rime, to the person in whose name this Bond is registered
(the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar
and at the address appearing thereon at the close of business on thc fifteenth day of the calendar month
next preceding such Interest Payment Date (the "Re„uulaz Record Date"). Interest payments shall be
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1 received by the Holder no later than 230 p.m., Eastern time; and principal and premium payments shall
2 be received by the Holder no later than 2:30 p.m., Eastern time, if tbe Bond is surrendered for payment
3 enou�h in advance to permit payment to be made by such time. Any interest not so timely paid sball
4 cease to be payable to the person who is the Holder hereof as of the Regulaz Record Date, and shall be
� payable to the person who is the Rolder hereof at the close of business on a date (the "Special Record
6 Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted
7 mterest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to
8 the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in
9 lawful money of the United Stafes of America
10 Date of Payment Not Business Dap. If the date for payment of the principal of, premium,
11 if any, or interest on tbis Bond shall be a Sa(urday, Sunday, legallioliday or a day on which banking
12 institutions in the City of New York, New York, or the city where the principai office of the Bond
13 Regisffar is located are authorized by law or executive order to close, then the date for such payment
14 shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such
15 banking institutions are authorized to close, and payment on such date shall have the same force and
16 effect as if made on the nominal date of payment.
17 Redemption. All Bonds of this issue (the "Bonds") maturing aftcr June 1, 2018, are
18 subject to redemption and prepayment at the option of the Issuer on sueh date and on any day thereafter
19 at a price of paz plus acerued interest. Redemption may be in whole or in part of the Bonds subject to
20 prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of
21 maturity and in such amount per maturity as the City shall deYermine (treating aznounts scheduled for
22 mandatory redemption as maturities); and if only part of the Bonds having a common maturity date are
23 called for prepayment, this Bond may be prepaid in $5,000 increments of principal.
24 Seheduled Mandatorv Redemption. The Bonds maturing on December I, 2014, are
25 subject to redemption and prepayment on 7une I, 2019, at a price of par plus accrued interest, without
26 premium, in the amount set forth be1Qw:
27
28
29
30
31
32
33
34
35
36
Date
June l, 2019
December l, 2019
The Bonds maturing on Aecember 1, 2020, are subjcct to redemption and prepayment on 3une 1, 2020,
at a price of par plus accrued uiterest, without premium, in the amount set forth below:
Date Amount
June 1, 2020 5630,000
December l, 2020 b45,000 (Maturity)
Tke Bonds maturing on December 1, 2021, are subject to redemption and prepayment oxi June 7, 2021,
at a price of par plus accrued intetest, without premium, in the amount set forth below:
Amount
�605,000
b15,000 (Maturitp)
2I32?65v4 1 1
D�-l3�
2
3
4
5
6
7
8
4
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Date
June 1, 2Q21
December i, 2021
The Bonds maturing on Deceznber 1, 2022, are subject to redemption and prepayment on June 1, 2022,
at a price of par plus accrued interest, wiUiout premium, in the amount set forth below:
Date Amount
3une 1, 2022 $685,000
December I, 2022 700,000 (Maturity)
The Bonds n�aturing on December l, 2023, are subject to redemption and prepayment on June l, 2023,
at a price of par plus accrued interest, without premium, in the amaunt set forth below:
Date Amount
7une I, 2023 $715,040
Deeember 1, 2023 730,000 (Maturity)
The Sonds maturing on December 1, 2024, are subject to red�mption and prepayment on June 1, 2024,
at a price of par plus aecrued interest, without premium, in the amount set forth below:
Date Amount
7une l, 2024 5750,000
December 1, 2024 765,000 (Ntaturity)
The Bonds maturing on December l, 2025, are subject to redemption and prepayment on June 1, 2025,
at a price of par plus accmed interest, without premium, in the amount set forth below:
Date Amount
June 1, 2025 �780,000
December l, 2025 8Q0,000 (Maturity)
The Bonds maturing on December 1, 202b, are subject to redemption and prepayment on 3wie 1, 2026,
at a priee of par plus accrued interest, without premium, in the amount set forth below:
Date Amaunt
June l, 2026 5815,000
Decembes 1, 2026 835,000 (Maturity)
The Bonds maturing on December l, 2027, are subject to redemption and prepayment on June 1, 2027,
at a price of par plus accnzed interest, without premium, in the amount set forth below:
Amount
S655
670,000 (i�Iaturity)
ziaz�es�a 12
/�� -l3 �d
1 Date
2 Sune 1, 2027
3 December 1, 2027
Amount
sgss,aoo
870,000 ('�aturity)
4 Due Date. Bonds or portions thereof called for redemption shall be due and payable on
� the redemption date, azid interest thereon shall cease to accrue from and after the redemption date.
6 Aiotice of Redemption. Mailed notice of redemption shall bc given to the paying agent (if
7 other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds are
8 called for redemption, written notice thereof will be given by first class mail mailed not less than thirty
9 (30} days pzior to the redemption date to eacb Holder of Bonds to be redeemed. In connection with any
10 such norice, the "CUSIP" numbers assigned to the Bonds shall be used.
Il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
?�
28
29
30
31
32
33
34
35
36
37
38
3R
40
41
42
Replacement or Notation of Bonds after Partial Redemption. Upon a partial redempiion
of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion
make a notati�n on the panel provided herein of such redemption, stating the amount so redeemed. Such
notation, if made by the Holder, shail be for reference only, and may not l�e relied upon by any other
person as being in any way determinative of the principal amount of the Bond outetanding, unless the
Bond Registrar has signed the appropriate column of the panel. Otherwise, the Holder may surrender
this Bond to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instnzment 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 neeessary) and the Band
Registrar shail authenticate and deliver to the Holder of such Bond, without service charge, a new Bond
of the same series hauing the same stated maturity and interest rate and of the authorized denomination
in aggregate principal amount equal to and in exchange for the unredeetned portion of the principal of
the Bond so surrendered.
Issuance; Pur�ose; Securitv. This Soizd is one of an issue in the total principal amount of
$23,735,000, all of like date of original issue and tenor, except as to number, maturity, interest rate,
denoinination and redemption privilege, which Bond has been isued pursuant to and in full conformiry
with the Constitution and laws of the State of Minnesota and the Charter of the Issuer, and pursuant to a
resotution adopted by the City Council of the Issuer on May 24, 1988 (the "General Resolution"), as
supplemented on February 13, 2008 (the °Supplemental Resalution") (collectively, the "Resolution"),
for the purpose of providing, together with certain other moneys of the Issuer, funds for rehabiiitation
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
piedged revenues of the Issuer's Sewer Systeni. The Bonds and the interest thereon are payabie 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 constitute a debt of the
Issuex within tha 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
granted by the laws of the State of Minnesota subject to the provisions of the Resolution. The Sonds of
this issue are secured by a first and prlor lien upon the Revenues of the Sewer System of the Issuer and
by sums held in a Reserve Fund, on a parity of lien with the Issuer's 526,280,000 Sewer Revenue
Refunding Bonds, Series 2003D, $6,300,000 Sewer Revenue Bonds, Series 2004E, and 57,040,Od0
z�sa�es�n 1 3
��-/3g
1 Sewer Revenue Bonds, Series 2006C. T'he Issuer is authorized under certain conditions to issue
2 additional revenue obligations on a parity of lien with these Bonds, all as provided in the Resolution.
3 The Bonds of this series and any other revenue obli�ations hereafter issued on a parity therewith are
4 referred to herein as the "Parity Bonds". All other capitalized terms used but not defined herein have the
5 meanings assibned to those terms in Yhe Resolution�
b Holders. For the purposes of all actions, consents and other matters affecting Holders of
7 Bonds issued under the Resolution, the Issuer may (but sha11 not be obligated to) treat as Holdexs of
8 Bonds the owners of beneficial interests in any Bond as shown by the certificate of the person or entity
9 in whose name (or in whose nominee name) such Bond is registered. Otherwise, the Issuer may treat the
10 Holder in whose name (or in whose nominee name) a Bond is registered as tl�e owner of all the interest
11 therein.
12 Action bv Halders. The Holders of fifty-one percent (51 %) or more in aggregate
13 principal amount o£ all Bonds at any time outstanding under flie Resolution as supplemented may, either
14 at law or in equity, by suit, action, oz other pxoceedings, protect and enforce the rights of all Holders of
15 Bonds then outstanding, or enforce and compei the perforniance of any and ali of the covenants and
16 duties specified in the Resolution to be pexformed by the Issuer or its officers and agents; provided,
17 however, that nothing shall affect or impair the right of any Bondholder to cnforce the payment of the
18 principa] of and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to
19 pay the principal of and interest on each of the Bonds issued to the respective Holders thercof, at the
20 time and place, from the source and in the manner provided iu the Bonds.
21 Denominations; Exchanee; Resolution. The Bonds are issuable originally only as Global
22 Certificates in the denominat3on of the entire principal amount of the issue maturing on a single date, or,
23 if a portion of said principal is prepaid, said pxincipal amount less the prepa�ment. Global Certificates
24 are not exchangeable far fuAy registered bonds of smaller denominations except to evideuce a partial
25 prepayment or in exchange for Replacement Bonds if then available. Replacement Bonds, if made
26 available as provided below, are issuable solely as fully registered bonds in the denominations of $5,000
27 and integcal multipies thereof Qf a sin�le maturity and are exchangea6le for fu11y xegistered Bonds of
28 other authorized denominations in equal aggregate principal amounts at the principal office of the Bond
29 Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is
30 hereby made to the Resolution for a description of the rights and duties of the Bond Registras. Copies of
31 the Resohrtion aze on file in the principal office of the Bond Registrar.
32 Modification of Resolution. No change, amendment, modification ar alteration shali be
33 made in the covenants made with Holders of a11 Bonds issued under the Resolution as from time to time
34 supplemented witbout the consent of the Holders of not less than sisty percent {60%) in aggiegate
35 principal amount of all such Bonds then outstanding except for changes, amendments, modifications and
36 aiterations (a) made to cure any ambiguity or focmal defeet or omission, or (b) made in connection with
37 tbe issuance of Additional Bonds, or (c) which preserve the exclusion from �oss income of interest on
38 the Tax-Exempt Bonds under Section 103 of the Intemal Revenue Code of 1986, as amended, or (d}
39 which are reasonably necessary to preserve the rating then in effect for any or all series of Bonds then
40 outstanding, or to obtaiz� an investment grade rating for a series of Additional Bonds, or to obtain a
41 Credit Facility for the benefit of the Holders of all ox a portion of the Bands of a series, or {e} which
42 increase the debt service coverage ratio specified far Additional Bonds, or (fl which would not
43 mateziatly pre}udice the Holders of outstanding Bonds; ptovided, however, that nothing hexein contained
z� ane;�c 14
bg�l3�
1 sha11 petmit oc be construed as permitking (1) an extension of the maturity of the principal of or the
2 interest on any Bonds, or (2) a reduction in the principal amount of any Bond or the rate of interest
3 thereon, or (3) a privilege of priority of any Bond or Bonds over any other Bond or Bonds except as
4 otherwise provided in the Resolution, or (4) a reduction in the aggregate principal amount of Bonds
� requaed for consent to any cbange, amendment, modification or alteration, or (5) the creation of any lien
5 ranking prior to or on a parity with the lien of the Bonds, except as expressly permitted by the
7 Resolution as supplemented, or (6) a modification of any of the provisions of this para�aph, without the
8 consent of the Holders of one hundred percent (100%) of the principal amount of a11 Bonds outstanding.
9 Reolacement Sonds. Replacement Bonds may be issued by the Issuer in the event that:
10 (a) the Depository shall resign or discontinue its services for the Bonds, aud the
ll Issuer is unable to locate a substituCe depository within two (2) months following the resi�ation
12 or determination of non-eli� bility, or
13 (b) upon a determination by the Issuer in its sole discrerion that (1) the continuation
14 of the book-entry system deseribed in the Resolution, which precludes the issuance of certificates
15 (other than Global Certificates) to any Holder other than the Depository (ox its nominee), might
16 advers�ly affect the n�terest of the beneficial ownezs of the Bonds, or (2) that it is in the best
17 anterest of the beneficial owners of the Bonds that thcy be able to obtain certificated bonds.
l8 Transfer. This Bond sha11 be registered in the name of the payee on the books of the
19 IssueZ by presenting this Bond for registration to the Bond Registrar, who will endorse his, her or its
20 name and note the data of registration opposite the name of the payee in the certificate of registration
21 attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed
22 l�y the Holdex ox his, her or its legal representarives, and the Issuer and Bond Registtaz may treat the
23 Holdes as the peison exclusively entitled to exereise all the rights and powers of an owner until this
24 Bond is presented with such assignment for registration of transfer, accompanied by assurance of the
25 nature provided by law that the assignment is genuine and effective, and until such transfer is registered
26 on said books and noted hereon bv the Bond Registraz, all subject to the terms and conditions provided
27 in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice
28 to, the Bond Registrar. Transfer of Yhis Bond may, at the direction and expense of the Issuer, be subject
29 to certain other zestrictions if required to qualify this Bond as being "in registered form" within the
30 meaning of Section 149(a) of the federal Intemal Revenue Code of 1486, as amended.
31 Fees upon Transfer or Loss. The Bond Registraz may require payment of a sum
32 sufficient to eover any taY or other governmental charge payable in conneetion with tbe transfer or
33 exchange of this Bond and any 1ega1 or unusual costs iegarding transfcrs and lost Bonds.
34 Treatment of Registered Owner. The Issuer and Sond Registrar may treat the person in
35 whose name this Bond is registered as the owner hereof far the purpose of receiving payment as herein
36 provided (except as otherv✓ise provided with respect to the Record Date) and for all other purposes,
37 wbether or not this Bond shall be oeerdue, and neither the Issuer nor tt�e Bond Registsar shall be
38 affected by notice to the contrary.
z � snes�a 15
//O��J�
I Authentication. This Bond shall not be valid or become obligatory for any purpose oz be
2 entitled to any security unless the Certificate of Authentication hereon shall have been executed by the
3 Bond Registrar.
4 Not Oualified Tax-Exempt Obli�ations. The Bonds have not been desi2nated by the
5 Issuer as "qualified tax-exempt obligations" for purposes af Section 265(b)(3) of the federal Internal
6 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 requued by the Constitutian and laws af 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 dehts of the Issuer outstanding on the date of otiginal 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 fumished by its Sewer System sufficient in amount to promptly meet the pxincipal and interest
15 requarements of this issue.
zuz�es�a 16
6$�/� �
1 I�i i WITTtESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its
2 City Council has caused this Bond to be sealed wit1� 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.
6
Date of Registration
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Sond is one of the
Bonds described in the
Resolution naentioned within.
Bond Registrar
I�
Authorized Signature
7
8
9
10
11
12
13
14
15
16
17
18
19
(SEAL)
Sewer Revenue Bond, Series 2008D, No. R-,
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTX. MINNESOTA
Mayor
Attest_
Ciry Clerk
Countersigned:
Director, Offiee of Financial Services
zi snFS�a 17
08�%3�
1 CERTiFICATE OF REGISTRATIO�
3 The transfer of ownership of the principal amount of the attached $ond may be made only by the
4 registered owner or his, her or its legal representative last noted below.
DATE OF SIGI�TATURE OF
REGISTRATION REGISTERED OR BOND REGTSTRAR
z i az�as�a 18
b�'13�
2 REGISTER OF PARI`IAL PAYMENTS
3 The principal amount of the attached Bond has been prepaid on the dates and in the amounts noted
4 below:
Date Amount Bondhoider Bond Registru
If a notation is made on this register, such notation has the effect stated in the attached Bond. Partial
payments do not require the presentation of the attached Bond to the Bond Rcgistrar, and a Holder could
fail to note the partial payment here.
2732765vA I9
6�-%3S
ABBREVIATIONS
2 The following abbreviations, when used in the inscription on the face of this Bond, shall be
3 construed as though tbey were written out in full according to applicable laws or reb lations:
4 TEN COM - as tenants in common
5 TEN ENT - as tenants by the entireties
6 7T TEN - as joint tenants with right of surcivorship
7 and not as tenants in common
8 UTMA - as custodian for
9 (Cust) (Minor)
10 under the Uniforra Transfers to Minors Act
ll (State)
12
13
Additional abbreviations may also be used
though not in the above list.
zias�es�a 20
D$'l3�
1 ASSIGNMENT
2 For value received, the undersi�ned hereby sells, assigns and transfers unto
3 the attached Bond and
4 does hereby irrevocably constitute and appoint
5 attorney to transfer the Bond on the books kept for the registration thereof,
6 a ifh full power of substitution in the premises.
7 Aated:
8 Notice; The assignor's signature to this assignment must correspond with
9 the name as it appcars upon tbe face of the attached Bond in every
10 particular, without alteration ar any change whatever.
11 Signature Guaranteed:
12
13 Signature(s) must be guazanteed by a national bank or irust compa�iy or by a brokerage firm having a
14 membership in one of ihe major stock exchanges or any other °Eligible Guarantor Institution" as defined
15 in 17 CFR 240.17Ad-15(a)(2).
16 The Bond Registrar wi11 not effect transfer of this Bond unless the informataon
17 concerning the transferee requested below is provided.
18 Name and Address:
19
20
21 (Include information for all joiut owners
22 if the Bond is held by joint aceount)
2732765v4 21
��-f3g
1 B. RenIacement Bonds. If the City has notified Holders of the Bonds that
2 Replacement Bonds bave been made available as provided in Section 212 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 Sonds) the Bond
� Registrar shall deliver a certificate in the form of the Replacement Bond rather than the Cslobal
6 Certificate, but the Holder of a Globat Certificate shatl not otherwise be required to exchange the G1oba1
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 ecen though the
9 entire issue is no longer required to be in global book-entry form. The Replacement Bonds, together
10 with the Bond Registcar's Certificate ofAuthentication, the form ofAssignment 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:
2732765v4 22
� �-% 3g
2 i�ITED STATES OF AMERICA
3 STATE OF ML�NESOTA
4 RAiVISEY COUIVTY
� CITY OF SAINT PAUL
E3
SEWER REVENUE
BOND, SERIES 2008D
INTEREST
RATE
10
ll
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
REGISTERED OWNER:
PRINCIPAL AMOUNT:
MATIIRITY
DATE
1,
DATE OF
ORIGINAL ISStJE CUSIP
March l, 2008
DOLLARS
KNOW ALL PERSONS BY TAESE PRESENTS that the City of Saint Paul, Ramsey
County, Minnesota (the "Sssuer" ar "City"), certifies that it is indebted and for value received promises
to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth,
the principal amount specified above, on the maturity date specified above, unless cailed for earlier
redemption, and to pay interest thereon semiannually on June 1 and December 1 of eaeh year (each, an
"Interest Payment Date"), commencing December 1, 2008, at ths rate per annum specified abovc
(calculated on the basis of a 36Q-day yeac of tweive 3Q-day months) untit the principal sum is paid or
has been provided for. This Bond will bear interest from the most recent Interest Payment Date to
which interest has been paid or, if no interest has been paid, from the date of original issue hexeo£ The
principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the
principal office of , in
, (the "Bond Registrar"), acting as paying agent, or any successor
paying ageiit duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or
"Bondholder") on the registration books of the Issuer maintained by Yhe Bond Registrar and at the
address appearing thereon at the close of business on the fifteenth day of the caleudar month next
preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid
shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and sha11
be payable to the person who is the Holder hereof at the close of business on a date (the "Special Recard
Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted
interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to
the Special Record Date. The principal of and prenlium, if any, and interest on this Bond are payable in
lawful money of the United States of America.
z�sz�hs�a 23
b�-��g
1 REFERbNCE IS HEREBY MADE I'O 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.
�
IT IS HEREBY CERTIFIED AAID RECITED ..__
� IN WITNESS 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 Mayoi, attested by the orib nal or facsimile signahue of its Clerk, and countersigned by the original
8 or facsiraile signature of its Director, Office of Financial Services, the official seal having been omitted
9 as permitted by law.
Date of Regish'ation
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
:
Autharized Signature
City C1erk
Countersigned:
10
Direcfor, Office of Finaneial Services
zraz�bs�a 24
b 8 -i3$
I ON REVERSE OF BO�ID
2 Date of Pavment Not Business Day.
3 Redem phon. All Bonds of this issue (the "Bonds") maturing afrer June 1, 2018, are
4 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 intezest. 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 tnaturity as the City shall determine (treating amounts scheduled for
8 mandatory redemption as maturities); and if only part of the Bonds havina a common maturity date are
9 called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
fsli
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
Scheduled Mandatory Redemption.
Due Date.
Notice of Redemktion.
Selection of Bonds for Redemption. To effect a partial redemption of Bonds having a
common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a
distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registraz shall then
select by lot, using such n2ethod 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 nuinber, shall equal the principa] 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 amotmt 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 surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written inshument of transfer in form satisfactory to
thc Issuer and Bond Registrar duly executed by the Holdez thereof or his, her or its attomey duly
authorized in writing) and the Issuer shall execute (if necessary) and die Bond Registrar shall
authenticate and delivcr 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: Pur�ose; Securitv.
Holdexs.
Action bv Holdexs
32 Denominations; Exchanee: Resolution. The Bonds are issuable solely as fully registered
33 bonds in the denominations of $5,000 and intea al multiples thereof of a single mahuity and are
34 exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal
35 amounts at ttte principal 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
213276�v4 ZS
�� �/3 �
1 the ri�hts and duYies of the Bond Re�istrar. Copies of the Resolution are on file in the principal office of
2 the Bond Reb strar.
3 Modification ofResoiution.
4 Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney
5 duly authorazed in writing at the principal office of the Bond Registrar upon presentation and surrender
6 hereof to the Bond Rea strar, all subject to the terms and conditions provided in the Resolution and to
7 reasonable regulations of the Issuer contained in any ab eement with, or notice to, the Bond Registrar.
8 Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchan2e
9 for this Sond, 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 Treatrnent of Reelstered Owner.
15 Authenticatian
16 Not Oualified T�-Exempt Obli ag tions.
17
18
ASBREVIATIONS
2732765v4 26
D��f3S
1 ASSIGNMENT
2 For ��alue zeceived, the undersigned hezeby sells, assigns and transfers unw
3 the within Bond and
4 does hezeby irrevocably constitute and appoint
� attomey to transfer the Bond on the books kept for the registration thereof,
6 with fizll power of substitution in the premises.
7 Dated:
8 Notice: Tbe assignor's signahue to this assignment must oorrespond w
4 the name as it appears upon the face of the within Bond in every
10 particttlar, without alteration or any change whatever.
11 Signature Guaranteed:
12
13 Signature(s) musY be guaranteed by a national bank or trust company or by a brokerage firm having a
14 membership in one of thc major stock exchanges or any other "Etigible Guarantor Institution" as defined
is � l�cFxaao_i7Aa-ls�a��a�.
16
17 The Bond Registrar wi11 not effect transfer of this Bond unless the information
18 concerning the transferee requested below is provided.
19 Name and Address:
20
21
22 (Include information for alt }oint owners
23 the Bond is hetd by joint account.)
2132765v4 2�]
�8-i3�
1 ll. Execution. As providcd in Section 2.Q4 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 Ciry; provided, however, that the seal of the Ciry may be a printed or photocopied facsimile; and
5 provided further that any of such signatures may be printed or photocop3ed facslmiles and the corporate
6 seal may be omitted on the Bonds as permitted 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 behaif of such absent or disabled officer. In case any such officer whose
9 sia ature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before
10 the delivery ofthe Bonds, such signature or facsimile shall neverflieless 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 Reeistration. As provided in Section 2.05 of the General
13 Resolution, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit
14 undez this resolution unless a Certificate of Authentication on such Bond, substantially in the form
15 hezeinabove set forth, shall have been duly executed by an authorized representative of the Sond
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 xegistration in the space
19 provided the date on whicl� the Bond is authenticated. For purposes of delivering the original Global
20 Certificates 2o the R�rchaser, the Bond Registrar shall insert as the date of registration the date of
21 original issue, which date is April l, 2006. The Certificate of Authentication so executed on eaeh Bond
22 shall bc conclusive evidenee that at has been authenticated and delivered under this resolution.
23 13. Re�istration; Transfer; Exchanee. 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 far the registration of Bonds and the registration of transfexs of Bonds
27 entitled to be registered or transferred as herein provided.
28 The regish'ation, trans£er and exchange of the Bonds shall be governed by Sections 2.06,
29 2.15 and 2. ] 8 of the General Resolution.
30 14. Rights Upon Transfer or Exchanee. As provided in Section 2.07 of the General
31 Resolution, each Bond delivered upon transfer of ur in exchange for or in lieu of any other Bond shall
32 carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond.
33 15. Intexest Pavment; Record Date. As pxovided in Section 2.0$ of the General
34 Resolution, intexest on avy Global Certificate shall b� 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 iu whose name the Replacement Bond is registered (the "Holder") on the registration
37 books of the City maintained by the Bond Registrar, and iu 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 inferest not so timely paid sha11 cease to be
40 payable to the person who is the Holder thereof as of the Reguiaz Record Date, and sha11 be payabie to
41 the person who is the Holder thereof at the close of business on a date (the "Special Record Aate") fixed
42 by the Bond Registrar whenever money becomes ava'rlable far payment of the defaulted interest. Notice
a � sz�bs�a 28
68-i��
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.
3 16. Holders: Treatment of ReQistered Owner; Consent of Holders. Seetion 2.09 of the
4 General Resalution shall apply to the Bonds.
17. Delivery; Application of Proceeds. The Cslobal Certificates ���hen so prepared and
executed shall be detivered by the Director, Office of Financial Services, to the Purchaser upon receipt
of the parchase 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, espec3ally Article IV thereof,
] 2 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 Canstruction Account established by
15 Section 4.Q2 of the General Resolution, specifically a separate subaccount established for
16 the Bonds, shall be paid the proceeds from the sate of the Bonds, less (a) S 1,807,447.50
17 to be deposited in the Reserve Account, (b) $802,731.9Q of the premium and unused
18 discount, and (c) accrued interest paid by the Purchaser upon delivery. From the
19 Construc2ion Account, specifically said separate subaccount, shall be paid or reimbursed
20 all costs of the Improvements defined in paragraph 4 of this resolution, including legal,
21 engineering, financiug and other expenses incidental thereto. There sha11 also be paid
22 from the Consiruction Account, speci�cally said separate subaccount, the costs of
23 issuance of the Bonds. The provisions of Section 4.02 of the General Resolution apply as
24 to transfers, excess moneys, deposits, eamings and Excess Earnings.
25 (ii) Debt Service. Debt service on the Bonds shall be paid as piovided in the
26 General Resolution, and payments into the Revenue Bond Debt Service Account witl�
27 respect to the Bonds shall commence in the month of April, 2008. Fox purposes of the
28 payment of principal, amounts scheduled for mandatory redemption shall be treated as
29 maturities.
30 (iii) Operatin� Reserve Subaccount. The City Council shall take appropriate
31 action in maintaining the balance on hand in the Operating Reserve Subaccount at the
32 Operating Reseroe Requirement.
33 As provided in Section 5.02 of the General Resolution, no portion of the proceeds of the
34 Bonds shaII be used directly or indirectly to acquire higher yielding investments or to replace funds
35 which were used directly or indirectly to acquire highex yielding investments, except (1) for a reasonabie
36 temporary period until such proceeds are needed for the purpose for which ffie Bonds were issued, (2) as
37 part of a reasonably required reserve or replacement fund not in excess of ten percent { lo%) of the
38 pmceeds of the Bonds (or in a highet amount which the City establishes is necessary tQ the satisfaction
34 of the Secretary of the Treasury of the United States), and (3) in addition to the above in an amount not
40 greater than S 100,000. To this effect, any proceeds of the Bonds and any sums from timc to time held in
2132765v4 2.9
b�-/�g
1 fhe 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 rea lations may be invested
3 without regard as to yaeld shall not be invested at a yield in excess of the applicable yield resh
4 imposed by said arbitrage regulations on such investments after takiug into account any applicable
5 "temporary periods", °minor portion" or reserve made available under the federal arbitrage reb lations.
6 In addition, the proceeds of the Bonds and money in the Fund shall not be investcd in obligations or
7 deposits issued by, guaranteed by or insured by the United States or any agency oi instrumentality
8 thereof if and to the extent that such investment would cause the Bonds to be "federally a aranteed"
9 within the meaning of Section 149(b) of the federal Intemal 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 Kesolution all those items pledged to the payment of Bonds in fl�e 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 override 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 VI of the Generai 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: Priority; Sufficiencv Finding. The General
21 Obligation Bonds and Nates are hereby confirmed to have a priarity of lien on Revenues subardinate to
22 the priority of tien of the Bonds, specifically the priority derived from thair pledge of Revenues in the
23 sixth use at Section 4.03(A) of the General Resolution. Pursuant to paragraph 18 of the resolution
24 authorizing the City's Genera] Obligation Sewer Revenue Bonds, Series 1998E, and paragraph 10 of
25 each of the other resolutions authorizing the General Obligation Bonds and Notes, the Bonds shall have
26 a lien on Revenues that is superior to the General Obligation Bonds and Notes, specifically the priority
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 10, the City Council hereby finds, determines and
29 declares that esrimated Revenues of the Sewer System will be sufficient, with other sources and used in
30 the order of the General Resolution, for payment of the General Obligation Bonds and Notes and the
31 Bonds.
32 21. [Reserved.]
33 22. Funded Reserve Account. The Reserve Requirement for the Bonds is
34 $1,807,447.50. This amount shall be transferred to the Reserve Accotmt from the proeeeds of the
35 Bonds.
36 23. Records and Certificates. As provided in Section 7.05 of the General Resolution,
37 the officers of the City are hereby authorized and directed to prepare and fiunish to the Purchaser, and to
38 the attomeys approving the legality of the issuance of the Bonds, certified copies of all proceedings and
39 records of the City relating to the Bonds and to the financial condition and affairs of the City, and such
40 other affidavits, certificates and information as are required to show the facts relating to the legality and
41 marketability of the Bonds as the same appear from the books and records under their custody and
2132765v4 30
�u �/ ��
1 control or as otherwise known to them, and all such certified copies, certificates and affidavits, including
2 any heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
3 24. I�3eeative Covenants as to Use of Proceeds and Improvements. As provided in
4 Sectaon 5.03 of the General Resolution, the City hereby covenants not to use the proceeds of the Bonds
� or to use the improvements financed with the proceeds of the Bonds, or to cause or permit them or any
6 of them to be used, or to enter into any deferred payment anangements for the cost of such
7 improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning
8 of Sections 103 and 141 through 150 of the Code. The City reasonably expects tt�zt no actions will be
9 taken over the term of the Bonds that would cause them to be private activity bonds, and the average
10 term of the Bonds is not longer than reasonably necessary for the govemmental purpose of the issue.
11 The City hereby covenants not to use the proceeds of the Bonds in such a manner as to cause the Bonds
12 to be "hedge bonds" within the meaning of Section 149(g) of the Code.
13 25. Tax-Exempt Status of the Bonds; Rebate: Elections. As provided in Section 5.04
14 of the General Resolution, the City shall comply with requirements necessary under the Code to
15 establish and maintain the exclusion from gioss ineome under Section 103 of the Code of the inteiest on
16 the Bonds, including without limitation requirements relating to temporary periods for investments,
17 lunitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess
18 investment eamings to the United States.
19 The City eapects that the twayear expenditure exception to the rebate requirements may
20 apply to the construction proceeds of the Bonds.
21 If any elections are available now or bereafter with respect to arbitrage or rebate matters
22 relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of
23 them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or
24 desirable in connection with the Bonds, and all such elections shall be, and shall be deeined and treated
25 as, elections of the City.
26 26. No Designation of Oualified Tax-Exempt Obli�ations. The Bonds, together with
27 other obligations issued by the City in 2008, exceed in amount those whieh may be qualified as
28 "qualified tax-exempt obligaTions" withiu the meaning of Section 265(b)(3) of the Code, and hence are
29 not designated for such purpose.
30 27. Letter of Representations. The Letter of Representarions for the Bonds is hereby
31 confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the City and
32 received and accepted by 'I'k�e Bepository Trust Company. So long as The Depository Trust Company is
33 the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with thc
34 provisions of the Lettex of Representations, as it may be amended or suppiemented by the City from
35 time to time with the agreement or consent of The Depository Tmst Company.
36 28. Netrotiated Sale. The City has retained Springsted Incorporated as an independent
37 financial advisor, and this Cauncil has heretofore detezmined, and does hereby detertuine, to sell the
38 Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(9).
39 29. Continuina Disclosure. The City is an obligated person with respect to the Bonds.
40 The City hereby agrees, in accardance with the provisions of Rule 15c2-12 (tha "Rule"), pxomulga2ed by
zisz�FSva 32
6� �I3�
the Securities and fixchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended, and a Continuin2 Disclosure Undertaking (the "Undertaking") hereinafter
described, to:
A. Provide or cause to be provided to each nationally recognized municipal securities
information repository ("iVRMSIR") and to the approprfate state information depository ("SID"),
if atty, for the State of Minnesota, in each case as designated by the Commission in accordance
with the Rule, certain aunual 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 pzovided therein.
10 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
1I Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of
12 certain material events with respect to the Bonds in accordance with the Undertaking.
13 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
14 MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information
15 with respect to the City described in the Undertakin�.
16 The City agrees fhat its covenants pursuant to the Rule set forth in this paragraph 29 and
17 in the Undertaking aze intended to be for the henefit of the Holders of the Sonds and shall be
18 enforceable on behatf of such Aolders; provided that the right to enforce the provisiotis of these
19 covenants shall be limited to a right to obtain speci°c enforcement of the City's obligations under the
20 covenants.
21 T'he Mayor and Director, Office of Financial Seroices, or any other officers of the City
22 authoxized to act in theiu stead (the "Offieexs"), are hereby authorized and dixected to execute on behalf
23 of the City the Undertaking in substantially the form presented to the City Council, sub}ect to such
24 modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)
25 recluired by the Purchaser, and (iii) acceptable fo the Officers.
26 30. Override of General Resolution. As provided in paragraph 8, prepayment of
27 Sezies 2008D Bonds other than an inverse order of maturity shall control over the provisi�ns of the
28 General Resolution.
29 The iise of accrued interest on the Bouds shall be as provided in para�aph 18,
30 notwithstanding Section 4.04(B)(1) of the General Resolution, and no interest is necessary to be
31 capitalized for piuposes of Section 4.04(B)(2) of the General Resolution.
32 Notwithstanding Section 5.05 of the General Resolution, the iernls and provisions of this
33 resolution shall be and constitute a covenant on the part of tha City to and with oniy each and every
34 Holder from time to time of the Bonds.
35 31. Parit F� indings. It is hereby found, determined and dedared that:
36 (a) The City does not have any outstanding bonds, warrants, certificates, or other
37 obligations or evidences of indebtedness, or money borrowed for or on account of the Sewer
38 System or indebtedness for which any of the Revenues of all or a part of the Sewer System have
zisz�es�a 32
08 -f�g
1 been pledged which are a prior lien on such Revenues, except fhe Series 2003D Bonds, Series 2004E
2 Bonds and Series 2006C 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 Kesolution have been made.
5 (c) The proceeds of the Series 2008D 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 ehe issuance of the Series 2008A Bonds have been at least
10 one and one-quarter (1.25) times, specifically �}.14 and 2.89 rimes, respectively, the maximum
11 annual principal and interest coming due after December l, 2007, on all Bonds (as defined in the
12 General Resolution) having a parity of lien upon Revenues, including the Series 2008D Bonds
13 proposed to be issued, to wit:
14
15
16
17
18
19
2�
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
Net Revenues 2006
NeY Revenues 2007
Maximum Annual Principal and
Interest on the Series 2003D Bonds
Maacimuin Annual Principal and
Interest on tt�e Seties 2004E Bonds
Maximum Annual Principal and
Interest on the Series 2006C Bonds
Maximum Annual Principal and
Interest on the Series 2008D Bonds
Maximum Annual Principal and
Interest on the Series 2003D Bonds,
Series 2004E Bonds, Series 2006C Bonds
and Series 2008D Bonds(COMBINEA)
One and On�quarter (1.25) Times
Total Maximum Annual Principal
and Interest Reguirements
$24,971,648
$17,402,220
$ 6,422,510
$ 454,213
$ 639,675
$1,807,447
$6,029,892
$7,537,365
This City Council has been furnished with the Certificate of the Director, Depaztment of Public Works,
attesting to the foiegoing facts.
(e) This City Council pursuant to advice from the Director, Department of Public
Works, hereby finds, determines and declares that the estimated Revenues to be derived from the
operation of the Sewer System during the term of the Series 2008D Bonds will be more than
27327b5v4
(�extp3s�e is 30)
.�
a� -t3g
2
0
sufficient to provide Net Revenues adequate to pay principal and interest when due on the Series
2008D Bonds and on those other bonds which are now outstanding and to maintain the Reserve
Account required therefor.
( fl The Series 2008D Bonds have June 1 and December 1 maturities and have
interest payments on 7une 1 and December 1.
6 32. Severabilitv. As provaded in Section 7.06 of the General Resolution, if any
7 section, pazagraph or provision of this resolution shall be held to be invalid or unenforceable for any
8 reason, the invalidity or unenforceability of such section, para�aph or provision shall not affect any of
9 the remaining 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
Bostrom �
Carter
Harris
Helgen �
Lantry J
Stark J
Thune �
Adopted by Council: Date ��1'�J�
Adoption Certified by C uncil Secretary
By .� �
Approv y r: Date 7�0
By:
-. -.. � - .
���1� '
• �—�,
�... c.. ,� '`i -.f �
��/-� ,/
2132765v3 3�
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
/' �
FS — Flnancial seevices
01-FEB-08
Green Sheet NO: 3049620
CooYact Person & Pho�m:
Alezand2 O'Leary
266-5832
Must Be on Councii Agen
Doc.Type: RESOLUTION
E-Document Required: N
Document Contact:
Contact Phone:
�
Assign
Number
For
Routing
Order
ToWI # of Signature Pages _(Clip All Locations for Signature)
0 �'inancialServices �
1 mancial Servica De artment Director
2 iCitv Attotnev
3 avor's 01�ice Ma or/ASSistant
4 ouncil
5
Adopt supplementing general resolution relating to Sewer Revenue Bonds and providing the issuance of approximately
$23,735,000.00 Sewer Revenue Bonds, Series 2008D.
�tlations: Approve (A) or R
Pianning Commission
CIB Committee
Civil Service Commission
1. Has this person/firm ever worked under a contract for this departmeni?
Yes No
2. Has this persoNfrm ever been a city employee?
Yes No
3. Does this personlfrm possess a skill not �ormally possessed by any
curtent city employee?
Yes No
Explain ail yes answers on separate sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
The Bond sale should take place at ll a.m. Resolu[ion is required to accept the proposal.
AdvanWges NApproved:
The Bonds will be sold.
DisadvanWges If Approved:
None.
Disadvantages If Not Approved:
The Bonds will not be sold.
Transaction:
Funding Sourte:
Fi nancial Information:
(Explain)
CosURevenue Budgeted:
Activity Number.
February 1, 20084:13 PM Page 1
6� -I3�
COMPLETTONS AND CONFORMING DETAILS
FOR
SEWER REVENUE BONDS, SERIES 2008D
There is before this Councii a draft resolution for the sale of the above bonds that requires
certain completions and details that conform to those. The Clerk or bond counsel for the Bonds shall
revise the draft resolution to read as it should with the completions and details provided here directly
or by reference to other materials before this Council. Spots in the resolution are noted in the second
column. The third column is oprional but may contain the completion or note the specific source of the
other materials.
SPOTS IN THE COMPLETION, DETAIL OR
COMPLETIONS AND DETAILS RESOLUTION SOURCE (OPTIONAL)
1. Winnine Pro�oser. Other materials before Whereas C UBS Securities LLC
this Council indicate the winning proposer, ¶ 2
whose name shall be inserted in whereas C
and in paragraph 2.
2. Princinal Amount. Other materials before Whereas O No change
this Council indicate the principal amount ¶ 2
of the Bonds; whereas O shall be revised to Form of Bond $23,735,000
conform if necessary, the second statement
of the principal amount in paragraph 2 shall
be revised to conform if necessary, and the
issue amount stated in the form of bond
shall be revised to conform if necessary.
3. Purchase Price. Other materials before this ¶ 2 $24,307,829.40
Councii indicate the proposed purchase
price and, if applicable, the purchase price
for a revised issue size. The blanks in
paragraph 2 shall be completed with
purchase prices.
4. Term Bonds. Other materials before this ¶ 3 Term bonds as follows:
Council indicate whether there are term ¶ 5
bonds. If not, no changes aze necessary. If ¶ 8 6/1/2019 — 12/1/2019 $1,220,000
so, the maturity schedule in pazagraph 3 Form of Bond 6!1(2020 —1211(2020 $1,275,000
shall be revised to conform, the schedule of 6/1/2021-12/1/2021 $1,325,000
maturity dates for interest rates in paragraph 6/1/2022 —12/1/2022 $1,385,000
5 shall be revised to conform, text providing 6/1/2023 — 12/1/2023 $1,445,000
6/1/2024— 12/1/2024 $1,515,000
for scheduled mandatory redemption shall 6/1/2025 —12l1J2025 $1,580,000
be added as paragraph 8(b) and draft 6/1/2026 — 12/1/2026 $1,650,000
paragraphs (b) through (h) shall be 6/1/2027 —12/1/2027 $1,725,000
2139956v2
��'-f�g
relettered, a similaz pazagraph for scheduled
mandatory redemption shall be added to the
form of bond, and pazagraph 8(a) and the
forcn of bond shall be revised to treat
amounts scheduled for mandatory
redemption as an amount per maturity.
5. Interest Rates. Other materials before this ¶ 5 See column 3 of attached
Council indicate the interest rates for the schedule D-3
maturity dates of the Bonds, and the
schedule in paragraph 5 shall be completed True interest cost is 3.9671 %
for the maturity dates consistent with term
bonds, if any, in conformance therewith.
6. Reserve Amount. Other materials before ¶ 18 $1,807,447.50
this Councii indicate the amount of the ¶ 22
reserve for the bonds and to be funded by
the bonds and paragraphs 18(i) and 22 shall
be completed in confornnance therewith.
7. Premium and Unused Discount. Other ¶ 18 $802,731.90
materials befare this Council indicate the
amount of premium and unused discount,
and pazagraph 18(i) shall be completed in
conformance therewith.
8. Paritv Findings. The City Council has � 31 Certificate of City Official
been supplied with a Certificate signed by
the Director, Department of Public Works,
or Director, O�ce of Financial Services.
The parity coverage facts stated therein
shall fill in the blanks in paza�aph 31(d)
and the proper official signing such
certificate shall be noted in pazagraph 31(e).
2139956v2
D-3
D��13g
$23,735,000
City of Saint Paul, Minnesota
Sewer Revenue Bonds, Series 2008D
Post-Sale Debt Service
Date
12/O1/2009
12/Ot/20'10
12/�'12Q11
12/012012
12f0172013
12/O1f2014
12/0'I Y1015
72/01/2016
12/0120'17
12/01I2018
72/0'IY2019
12/Ot/2020
12/OtY2021
12I0'1/2022
12/0'I/2023
12lOt/2024
12/01f2025
12/01/2026
12/O7/2027
Principal
585,000.00
855.000.00
ass.000.00
975,000.00
945,000.00
975,000.00
1,010.000.00
t,O50,000.OD
1,090,000.00
1,130,000.00
1,175,000.00
1,220,000.00
1275,00�.0�
1,325,000.00
1,385,006.00
1,445,000.00
1,5�5,000.00
1,580,000.00
1,650,000.00
1,725,000.00
3.000%
3.000°h
3.000%
3.000°k
3.250%
3250°k
3.500%
4.000
4.000 %
4.000°k
5.000%
5.000%
5.0�0
5.000%
4.000 7
4.125 %
4.125°l0
4200%
4250°k
4.250°h
Tems2008DSewuRevB� I 9NGLLAIFFWT I P/I312008 I ]}:54AM
�Interest
722,098.13
938,872.50
912,997.50
886,222.50
857,960.00
827.0�3.T5
794,447.50
757,447.50
715,047.50
671,047.50
622.547.50
563,172.50
501,547.50
437.172.50
373,597.50
317,150.63
256,822.50
193,417.50
126,118.75
55,743.75
Total P+I
1,307.098.'13
1.793,872.50
1,797,997.50
1,801.222.50
1,802,960.00
t,802,�03.75
1,804,447.50
'1,807,4A7.50
1,805,047.50
1,801,047.50
1,797.547.50
1,783,'172.50
1,776,547.50
1,762.172.50
1,758,597.50
1,762,150.63
1,771,822.50
1,773,417.50
1,776,'178.75
1,780,143.75
0.SR
(49.337.15)
(66,875.56)
(66,875.56)
(66,875.56)
(66,875.56)
(66,875.56)
(66,875.56)
(66,875.56)
(66,875.56)
(66,875.56)
(66,875.56)
(66,875.56)
(66,875.56)
(66,8�5.56)
(66,875.56)
(66,875.56)
(66,875.56)
(66,875.56)
(66,875.56)
(1,874,323.06)
t.735.128.1
1.737,571 �
1,740.571�
1.738,171 �
1,734.171 �
7.709,671
'1,695,29f
1,691,721
1.695.27:
179.31
� � � �
2139956v2
o8-f38
STATE OF MINNESOTA )
COLTNTY OF RAMSEY ) ss. CERTIFICATE
CITY OF SAl?VT PAUL )
I, the undersigned, being the duly qualified and acting Director, Department of
Public Works, of the Ciry of Saint Paul, Minnesota, in accordance with the provisions of
Sections 6.01(B) and (C) of the General Resolution Relating to Sewer Revenue Bonds adopted
on May 24, 1988 (the "General Resolution"), by the Ciry Council of the City of Saint Paul,
Minnesota, do hereby certify as follows:
1. All payments required by the General Resolution to be made prior to the
date hereof into the vazious Funds and Accounts (as defined in the General Resolution) have
been made.
2. The proceeds of the City's $23,735,000 Sewer Revenue Bonds, Series
2008D (the "Series 2008D 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).
3. The annual Net Revenues (as defined in the General Resolution) of the
Sewer System for each of the two (2) completed Fiscal Years immediately preceding the
proposed issuance of the Series 2008D Bonds have been at least one and one-quarter (1.25}
times, specifically 4.14 and 2.89 times, respectively, the maximusn annual principal and interest
coming due after December 1, 2007, on all Bonds (as defined in the General Resolution) having
a pazity of lien upon Revenues (as defined in the General Resolution), including the obligations
proposed to be issued, to wit:
Net Revenues 2006
Net Revenues 2007
M�imum Annual Principal and
Interest on $26,280,000 Sewer
Revenue Refunding Bonds,
Series 2003D
Maximum Annual Principal and
Interest on the $6,300,000 Sewer
Revenue Bonds, Series 2004E
Maximum Aiuival Principal and
Interest on the $7,040,000 Sewer
Revenue Bonds, Series 2006C
Maximum Annual Principal and
Interest on the Series 2008D Bonds
$24,971,648
$17,402,220
$ 6,422,510
$ 454,213
$ 639,675
$1,807,447
2132616v3
Ma�cim,un annna� Principal ana
Interest on all such Bonds
(COMBTNED) $6,029,892
One and One-quarter (1.25) Times
Total Maximuxn Annual Principal
and Interest Requirements $7,537,365
WITNESS my hand this /3 day of February, 2008.
�—�� bl�
Director, Department of Public Works � r
CERTIFICATE relating to $23,735,000 Sewer Revenue Bonds, Series 2008D, of the City of
Saint Paul, Minnesota.
2132616v3 2
D��I �$
=-,;i' Springsted
February 13, 2008
Mr. Matt Smith, Director of Financial Services
Office of Financia! Services
700 City Hall
15 West Kellogg Boulevard
Saint Paul, Minnesota 55102
RE:
Springst:d Incorporated
380 Jackson Street, Suite 300
Sam� P;ul, MN 55107-2887
iel &5;-223-300D
Faz' 651-2233�02
wvrwsonngsled tom
Recommendations for Award of City of Saint Paul's:
$6,330,000 General Obligation Capital lmprovement Bonds, Series 2008A,
$12,500,000 General Obligation Street Improvement Special Assessment Bonds, Series 20086
(The Street Bonds have been reduced to $11,545,000 as a result of the bidding),
$10,510,000 General Obiigation Public Safety Bonds, Series 2008C, and
$23,735,000 Sewer Revenue Bonds, Series 2008D
Dear Mr. Smith:
This letter summarizes the results of the compe5tive bids opened this moming for the four Issues listed above.
Purpose and Repayment Sources of Issues
The purpose of the CIB Issue is to fund projects provided for through the City's Capital Improvement Budgeting
process. The CIB Issue wili be repaid by property tax levies.
The purpose of the Street Issue is to fund portions of the City's annual street improvement program. This Street
Issue will be repaid by speciai assessments on benefiting properties and property tax levies.
The purpose of the Public Safety Issue is to fund the acquisition of the Westem District Police Station. This Issue
wiii be repaid by property tax levies.
The purpose of the Sewer Revenue Issue is to fund improvements to the City's sanitary sewer system. The Sewer
Issue will be repaid by revenues of the Sewer Utility.
Public Se[tor Advisors
City of Saint Paul, Minnesota
February 13, 2008
Page 2
U��I �g
Tax-F�cempf Market Rates
While the municipal tax-exempt market continues in a very low range, it has been highly erratic over the past six
weeks in response to both the economic situation and concems over credit quafity. The national index of ihese
interest rates, the BBI, is at the very low point of 4.33°/a, as compared to last year's April sale where the 661 was
at 4.29%. The trend of interest rates has also changed markedly over the past few months, moving from a relative
flffi yield curve to a more traditionai `steep' yield curve. This situafion results in shorter tertn bonds having relatively
lower interest rates than longer tertn bonds.
Sale Results
The City received three bids on the CIB Issue. The senior managers of the bidding syndicates were as follows:
Rank Bidder TICf°/nl
RBC Capital Market 3.0836
Piper Jaffrey 3.0951
Robert W. Baird 3.1515
The lowest (or best) bid was received from RBG Capital Markets at a true inte�est rate of 3.0836°10. Last year's C{B
Issue received a winning bid of 3.82%. Our estimate of interest rates from mitl-January for this Issue was 3.80%.
The City received tour bids on the Street Issue:
Rank Bidder TIC %
Piper Jaffray 3.9885
Cronin & Company 4.0045
Robert W. Baird 4.0425
Merzill Lynch & Company 4.3024
The lowest (or best) bid was received from Piper Jaffray at a true interest rate of 3.9885°/a. Last year's Street Issue
received a winning bid of 4216%. Our estimate of interest rates from mid-January for this issue was 4.30°/a.
Note on the Streef Issue Principal Amount: The City permits investment banking firms to have a defined level of
flexibility in placing their bids, with one such aspect being `premium bids.' In a premium bid, the bidder pays the City
more than the principal amount of bonds to be issued in retum for the City paying higher than market interest rates.
in this sale, Piper Jaffray bid a premium of $1,076,000. This premium permitted the reduction in the amount of
bonds issued to $11,545,D00 from $12,500,000. This debt reduction pennits the City to reduce its annual debt
service caused by the premium interest rates.
City of Saint Paul, Minnesota
February 13, 2008
Page 3
The City received four bids on the Public Safety Issue:
Rank Bidder TIC %
UBS Securities 42350
Piper Jaffray 42406
Robert W. Baird 4.3049
Merrill Lynch & Company 4.4997
p�,-i3g
The lowest (or best) bid was received from UBS Securities LLC at a true interest rate of 4.2350%. Our estimate of
interest rates from mid-January for this Issue was 4.45%.
The City received four bids on the Sewer Revenue Issue;
Rank Bidder TIC %
UBS Securities 3.9671
Robert W. Baird 3.9694
PiperJaffray 3.9984
Merrill Lynch & Company 4.0875
The lowest (or best} bid was received from UBS Securities LLC at a true interest rate of 3.9671 %. Our estimate of
interest rates from mid-January for this Issue was 4.32%.
The difference in interest rates behveen these four issues is the result of the respective repayment terms of
the Issues. In general, shorter-term issues have Iower interest rates than longer issues. The CIB Issue had
a markedly shorter term than the other three Issues.
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 tabufation
forms for each Issue summarizing the bid specifics and composition of each undenvriting syndicate.
Recommendation
We recommend award(s) of sale to:
CIB fssue ................................ RBC Capital Markets
Street Issue ............................ PiperJaffray
Pubiic Safety Issue .................. UBS Securities
Sewer Revenue Bonds............ UBS Securities
City of Saint Paut, Minnesota
February 13, 2408
Page 4
Basis of Recommendation
11��i3�
We believe the interest rates received by the City today reflect significant market participation and aggressive
bidding. The broad market confinues in a very low range. For all four Issues, the sale resuits are at interest rate
levels significantly under our estimates from mid-January.
CrediY Rating
The Citys general obligaSon raling for these lssues were rea�rtned by Standard & Poo�'s at AAA and Moody's
at Aa2. The Sewer Utility's separate ratings were also reaffirmed aY AAA from Standard & Poor's and Aa2
from Moody's. The respective rating agency reports present each agency's perspectives on the City's credit quality.
The City conductetl an intensive series of discussions with the two agencies as part of this rating process. The AAA
rating is an exceptional credit designation and its continuance by the City in di�cult budget and economic times
demonstrates the quality of decision-making by its elected officials and the management of its staff.
We welcome any questions regarding this sale process and congratulate the City on compietion of a successfui
sale process.
RespectfWfy,
C vc/ V.- a ��� �����'� /
Davitl N. MacGillivray, Chairman
Client Representative
dww
Enclosures
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