09-1013Substitute 9/16/09
Council File # 09-1013
Green Sheet# 3079057
RESOLUTION
Presented By
OF
PAUL, MINNESOTA
�/
SUPPLEMENTING GENERAL
RESOLUTION RELATING TO
3 SEWER REVENUE BONDS AND PROVIDING
4 FOR THE ISSUANCE OF APPROXIMATELY
5 $2,970,000 SEWER REVENUE REFi JNDING
BONDS, SERIES 2009I
A. WHEREAS, the Director, Office of Financial Services, has presented proposals
received for the sale of approximately $2,970,000 Sewer Revenue Refunding Bonds, Series 2009I (the
"Series 2009I 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 10:00 a.m., Central Time,
12 this same day; and
13 C. WHE S, Director, Office of Financial Services, has advised this Council
14 that the proposal of was found to be the most advantageous and has recommended
15 that said proposal be accepte ; and
16 D.
17 No. 88-835, entitled
IS Resolution"); and
WHEREAS, on May 24, 1988, the City Council of the City adopted Resolution
"General Resolution Relating to Sewer Revenue Bonds" (the "General
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 for the issuance of the Bonds on a parity
26 of lien with the City's $6,300,000 Sewer Revenue Bonds, Series 2004E (the "Series 2004E Bonds"),
27 $7,040,000 Sewer Revenue Bonds, Series 2006C (the "Series 2006C Bonds"), $23,735,000 Sewer
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1 Revenue Bonds, Series 2008D (the "Series 2008D Bonds"), and $9,000,000 Sewer Revenue Bonds,
2 Series 2009C (the "Series 2009C Bonds"), which are the only bonds outstanding under the General
3 Resolution, to refund, in a current refunding, the bonds maturing after December l, 2009, of the City's
4 General Obligation Sewer Revenue Bonds, Series 1998E (the "Series 1998E Bonds" or "Refunded
5 Bonds"); and
6 G. WHEREAS, the Refunded Bonds are optionally redeemable after December 1,
7 2006, without premium and at a price of paz plus accrued interest; and
8 H. WHEREAS, refunding the Refunded Bonds is consistent with covenants made
9 with the holders thereof, and is necessary and desirable for the reduction of debt service cost to the City;
10 and
11 I. WHEREAS, Sections 6.01(B) and (C) of the General Resolution provide for the
12 issuance of parity lien bonds in part as follows:
13 "(B) Except as provided in Section 6.02, no additional revenue obligations
14 ("Additional Bonds") payable from the moneys in the Sewer Service Enterprise Fund on
15 a parity of lien with the then outstanding Bonds shall be hereafter issued unless the
16 annual Net Revenues of the Sewer System for each of the two (2) completed Fiscal Years
17 immediately preceding the issuance of such Additional Bonds shall have been one and
18 one-quarter (1.25) times the maacimum annual principal and interest coming due
19 thereafter on all Bonds (including the Additional Bonds) having a parity of lien upon
20 Revenues. If the annual Net Revenues in either or both of the aforesaid two (2)
21 completed Fiscal Years shall be insufficient to meet the foregoing test, then the City shall
22 be entitled to adjust the Net Revenues far either ar both of those Fiscal Years by
23 increasing the Net Revenues based on a projection of additional Revenues which would
24 have been available from any rate increase placed in effect prior to the adjushnent, or
25 from new users. The adjustment of Revenues may assume such increase would have
26 been available for the entire Fiscal Year of adjustment. The projection for adjushnent
27 and finding of sufficiency of Net Revenues for the issuance of Additional Bonds shall be
28 shown by a certificate issued by the Director, Department of Public Works, or the City
29 Budget Director, or by an independent consulting engineering firm knowledgeable in
30 such matters and shall be a finding of and recited in the resolution of the City authorizing
31 such Additional Bonds. [Balance of (B) omitted].
32 "(C) In addition to the requirements of subsection (B) above, the following
33 conditions shall be met prior to the issuance of each series of Additional Bonds:
34 "(1) The payments required to be made (at the time of the issuance of
35 such Additional Bonds) into the various Funds and Accounts provided for in this
36 Resolution have been made.
37 "(2) The proceeds of such Additional Bonds shall be used only for the
38 purpose of making Improvements to the Sewer System or to refund (or advance
39 refund) Bonds or any other bonds or obligations issued to finance the Sewer
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System, and capitalizing interest or making a deposit to the Reserve Fund and
paying the costs of such financing."; and
3 J. WHEREAS, Revenues of the Sewer System in the sixth use at section 4.03(A) of
4 the General Resolution have been pledged to the payment of the City's General Obligation Sewer
5 Revenue Bonds, Series 1998E (which are being refunded by the Series 2009I Bonds), and the following
6 seven outstanding Notes of the City: General Obligation Sewer Revenue Note of 1993, General
7 Obligation Sewer Revenue Note of 1994, General Obligarion Sewer Revenue Note of 1995, General
S Obligation Sewer Revenue Note of 1996, General Obligation Sewer Revenue Note of 1997, General
9 Obligation Sewer Revenue Note of 1999, and General Obligation Sewer Revenue Note of 2000
10 (collectively, the "General Obligation Bonds and Notes"); and
11 K. WHEREAS, the Reserve Account will be funded for the Bonds by a deposit from
12 proceeds of the Bonds as permitted by the General Resolution; and
13 L. WHEREAS, the City will deliver the Bonds in "global book-entry form" as
14 described in the General Resolution, and the City has heretofore executed a Blanket Issuer Letter of
15 Representations (the "Letter of Representations") setting forth various matters relating to The
16 Depository Trust Company as Depository and its role with respect to the Bonds; and
17 M. WHEREAS, "Holder" as used herein means the person in whose name a Bond is
18 registered on the registration books of the Ciry maintained by the registrar appointed as provided in
19 paragraph 9(the "Bond Registrar"); and
20 N. WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
21 public sale requirements do not apply to the Bonds, because the City has retained an independent
22 financial advisor and this Council has determined to sell the Bonds by private negotiation, and the City
23 has instead authorized a competitive sale without publication of notice thereof as a form of private
24 negotiation; and
25 O. WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
26 "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to provide
27 certain continuing disclosure with respect to the Bonds; and
28 P. WHEREAS, proposals for the Bonds have been solicited by Springsted
29 Incorporated pursuant to an Official Statement and Terms of Proposal therein; and
30 Q. WHBREAS, the City retained the right to increase or reduce the principal amount
31 of the Bonds from the proposed $2,970,000, and the City has determined to reduce the issue size to
32 $2,820,000:
33 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul,
34 Minnesota, as follows:
35 1. Supplemental Resolution No. 7; Paritv Bonds Findings; Capitalized Terms. This
36 resolution is "Supplemental Resolution No. 7" to the General Resolution, and constitutes a
37 "Supplemental Resolution" as defined therein. The Series 2009I Bonds are "Additional Bonds" which
38 are "Fixed Rate Bonds" and "TaY-Exempt Bonds", all as defined in the General Resolution. It is hereby
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found, determined and declazed that (1) the Series 2009I Bonds are issued on a parity of lien with the
Series 2004E Bonds, Series 2006C Bonds, Series 2008D Bonds and Series 2009C Bonds pursuant to
Section 6.01(B) of the General Resolution to refund bonds issued to finance Improvements to the City's
sewer system, and (2) the Series 2009I Bonds meet the requirements to be parity bonds, as further set
forth in paragraph 31. Capitalized terms used in this resolution which are not defined herein but which
aze defined in the General Resolution shall have the meanings given such terms in the General
7 Resolution.
8 2. Acceptance of Proposal. The proposal of Robert W. Baird & Co. ( the
9 "Purchaser") to purchase the $2,970,000 Sewer Revenue Refunding Bonds, Series 2009I, of the City
10 (the "Series 2009I Bonds" or "Bonds", or individually a"Series 2009I Bond" or "Bond"), in accordance
11 with the Terms of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for
12 the Bonds the sum of $3,093,679.95, plus interest accrued to settlement, is hereby found, determined
13 and declared to be the most favorable proposal received and is hereby accepted for Bonds in the
14 principal amount of $2,820,000 far a purchase price of $2,937,430.25, plus interest accrued to
15 settlement, and the Bonds are hereby awarded to the Purchaser. The Director, Office of Financial
16 Services, or her designee, is directed to retain the deposit of the Purchaser and to forthwith return to the
1'7 others making proposals their good faith checks or drafts.
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3. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be titled
"Sewer Revenue Refixnding Bonds, Series 2009I", shall be in the aggregate principal amount of
$2,820,000, shall be dated October 1, 2009, as the date of original issue and shall be issued forthwith on
or after such date as fully registered bonds. The Bonds shall be numbered from R-1 upward. Global
Certificates shall each be in the denomination of the entire principal amount maturing on a single date,
or, if a portion of said principal amount is prepaid, said principal amount less the prepayment.
Replacement Bonds, if issued as provided in paragraph 7, shall be in the denomination of $5,000 each or
in any integral multiple thereof of a single maturity. The Bonds shall mature on December 1 in the years
and in the amounts as follows:
Year
2010
2011
2012
2013
2014
Amount
$255,000
265,000
265,000
280,000
300,000
Year
2015
2016
2017
2018
Amount
$275,000
295,000
295,000
590,000
27 The above maturity schedule differs from the schedule in the Terms of Proposal as to the principal
28 amount maturing in each year.
29 4. Purpose; Refundin� Findin�. The Bonds shall provide funds to refund, in a
30 current refixnding, the Series 1998E Bonds, which financed the construction of various improvements to
31 the City's wastewater and storm sewer systems (the "Improvements"). It is hereby found, determined
32 and declared that such refunding is necessary or desirable for the reduction of debt service cost to the
33 Ciry.
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5. Interest. The Bonds shall bear interest payable semiannually on June 1 and
December 1 of each year as provided in Section 2.08 of the General Resolution (each, an "Interest
Payment Date"), commencing June 1, 2010, calculated on the basis of a 360-day year of twelve 30-day
months, at the respective rates per annum set forth opposite the maturity dates as follows:
Maturitv Yeaz
2010
ZO11
2012
2013
2014
Interest Rate
2.00%
2.00
2.00
2.00
2.00
Maturitv Year
2015
2016
2017
2018
Interest Rate
3.00%
3.00
3.00
4.00
5 6. Description of the Global Certificates and Global Book-Entrv Svstem. Upon their
6 original issuance the Bonds will be issued in the form of a single Global Certificate for each maturity,
7 deposited with The Depository Trust Company or its agent as the Depository by the Purchaser and
8 immobilized as provided in pazagraph 7, all in accardance with (and as provided in, and with the force
9 and effect provided in) Sections 2.01 and 2.11 of the General Resolution.
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7. Immobilization of Global Certificates bv the Denositorv; Successor Depositorv;
Renlacement Bonds. Pursuant to the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original delivery of the Bonds the Purchaser
will deposit the Global Certificates representing all of the Bonds with the Depository or its agent,
subject to the possible issuance later of Replacement Bonds, all in accordance with (and as provided by,
and with the force and effect provided in) Section 2.12 of the General Resolution.
16 8. No Redemption. The Bonds shall not be subject to redemption and prepayment
17 prior to their maturity.
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9. Bond Registrar. As provided in Section 2.03 of the General Resolution, the
Treasurer of the City is appointed to act as bond registraz and transfer agent with respect to the Bonds
(the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed. A
successor Bond Registrar shall be an officer of the City or a bank or trust company eligible for
designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may be appointed
pursuant to any contract the City and such successor Bond Registrar shall execute which is consistent
herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent
is duly appointed. Principal and interest on the Bonds shall be paid to the Holders (or record holders) of
the Bonds in the manner set forth in the forms of Bond and pazagraph 15.
27 10. Forms of Bond The Bonds shall be in the form of Global Certificates unless and
28 until Replacement Bonds are made available as provided in paragraph 7, all pursuant to Sections 2.01,
29 2.14 and 2.17 of the General Resolution. Each form of bond may contain such additional ar different
30 terms and provisions as to the form of payment, record date, notices and other matters as are consistent
31 with the Letter of Representations and approved by the City Attorney.
32 A. Global Certificates. The Global Certificates, together with the Bond Registrar's
33 Certificate of Authentication, the Certificate of Registration, form of Assignment and the registration
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information thereon, shall be in substantially the following form and may be typewritten rather than
printed:
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LTNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SA1NT PAUL
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SEWER REVENiJE REFUNDING
BOND, SERIES 2009I
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE
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I'�7�ti[. : � • .L]�� U��I
PRINCIl'AL AMOUNT:
1, October 1, 2009
DOLLARS
CUSIP
15 KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey
16 County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises
17 to pay to the registered owner specified above or on the certificate of registration below, or registered
18 assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date
19 specified above, and to pay interest thereon semiannually on 7une 1 and December 1 of each yeaz (each,
20 an "Interest Payment Date"), commencing June 1, 2010, at the rate per annum specified above
21 (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or
22 has been provided for. This Bond will bear interest from the most recent Interest Payment Date to
23 which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The
24 principal of and premium, if any, on this Bond are payable in same-day funds by 230 p.m., Eastern
25 time, upon presentation and surrender hereof at the principal office of
26 in , Minnesota (the "Bond Registrar"), acring as paying agent,
27 ar any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each
28 Interest Payxnent Date in same-day funds by 230 p.m. Eastern time, to the person in whose name this
29 Bond is registered (the °Holder" or "Bondholder") on the registration books of the Issuer maintained by
30 the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of
31 the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Interest
32 payments shall be received by the Holder no later than 230 p.m., Eastem time; and principal and
33 premium payments shall be received by the Holder no later than 2:30 p.m., Eastern time, if the Bond is
34 surrendered for payment enough in advance to permit payment to be made by such time. Any interest
35 not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular
36 Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a
37 date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for
38 payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not
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less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest
on this Bond aze payable in lawful money of the United States of America.
Date of Payment Not Business Dav. If the date for payment of the principal of, premium,
if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking
institutions in the City of New York, New York, or the city where the principal office of the Bond
Registrar is located are authorized by law ar execurive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such
banking institutions are authorized to close, and payment on such date shall have the same force and
effect as if made on the nominal date of payment.
10 No Redemption. The Bonds of this issue (the "Bonds") are not subject to redemption and
11 prepayment prior to their maturity.
12 Issuance: Purpose; Security. This Bond is one of an issue in the total principal amount of
13 $2,820,000, all of like date of original issue and tenor, except as to number, maturity, interest rate and
14 denominarion, which Bond has been issued pursuant to and in full conformity with the Constitution and
15 laws of the State of Minnesota and the Charter of the Issuer, and pursuant to a resolution adopted by the
16 City Council of the Issuer on May 24, 1988 (the "General Resolution"), as supplemented on September
17 16, 2009 (the "Supplemental Resolution") (coliectively, the "Resolution"), for the purpose of providing,
18 together with certain other moneys of the Issuer, funds sufficient for a current refunding of the Issuer's
19 General Obligation Sewer Revenue Bonds, Series 1998E, maturing in 2010 and later. This Bond has
20 been issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes,
21 Section ll5.46. This Bond is payable out of the Revenue Bond Debt Service Account of the Issuer's
22 Sewer Service Enterprise Fund, to which have been pledged revenues of the Issuer's Sewer System. The
23 Bonds and the interest thereon are payable solely and exclusively from the Revenues (as defined in the
24 Resolution) of the Sewer System of the Issuer pledged to the payment thereof, and sums held in a
25 Reserve Fund, and do not constitute a debt of the Issuer within the meaning of any constitutional,
26 Charter or statutory limitation of indebtedness. In the event of any default hereunder, the Holder of this
27 Bond may exercise any of the rights and privileges granted by the laws of the State of Minnesota subject
28 to the provisions of the Resolution. The Bonds of this issue are secured by a first and prior lien upon the
29 Revenues of the Sewer System of the Issuer and by suxns held in a Reserve Fund, on a parity of lien with
30 the Issuer's $6,300,000 Sewer Revenue Bonds, Series 2004E, $7,040,000 Sewer Revenue Bonds, Series
31 2006C, $23,735,000 Sewer Revenue Bonds, Series 2008D, and $9,000,000 Sewer Revenue Bonds,
32 Series 2009C. The Issuer is authorized under certain conditions to issue additional revenue obligations
33 on a parity of lien with these Bonds, all as provided in the Resolution. The Bonds of this series and any
34 other revenue obligations hereafter issued on a parity therewith ue referred to herein as the 'Parity
35 Bonds". All other capitalized terms used but not defined herein have the meanings assigned to those
36 terms in the Resolution.
37 Holders. For the purposes of all actions, consents and other matters affecting Holders of
38 Bonds issued under the Resolution, the Issuer may (but shall not be obligated to) treat as Holders of
39 Bonds the owners of beneficial interests in any Bond as shown by the certificate of the person or entity
40 in whose name (or in whose nominee name) such Bond is registered. Otherwise, the Issuer may treat the
41 Holder in whose name (or in whose nominee name) a Bond is registered as the owner of all the interest
42 therein.
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Action bv Holders. The Holders of fifty-one percent (51%) or more in aggregate
principal amount of all Bonds at any time outstanding under the Resolution as supplemented may, either
at law or in equity, by suit, action, or other proceedings, protect and enforce the rights of all Holders of
Bonds then outstanding, or enforce and compel the performance of any and all of the covenants and
duties specified in the Resolution to be performed by the Issuer or its officers and agents; provided,
however, that nothing shall affect or impair the right of any Bondholder to enforce the payment of the
principal of and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to
pay the principal of and interest on each of the Bonds issued to the respective Holders thereof, at the
time and place, from the source and in the manner provided in the Bonds.
10 Denominations: Exchan�e; Resolution. The Bonds are issuable originally only as Global
11 Certificates in the denomination of the entire principal amount of the issue maturing on a single date.
12 Global Certificates are not exchangeable for fully registered bonds of smaller denominations except in
13 exchange for Replacement Bonds if then available. Replacement Bonds, if made available as provided
14 below, are issuable solely as fully registered bonds in the denominations of $5,000 and integral
15 multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other
16 authorized denominations in equal aggregate principal amounts at the principal office of the Bond
17 Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is
18 hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of
19 the Resolution are on file in the principal office of the Bond Registrar.
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Modification of Resolution. No change, amendment, modification or alteration shall be
made in the covenants made with Holders of all Bonds issued under the Resolution as from time to time
supplemented without the consent of the Holders of not less than sixty percent (60%) in aggregate
principal amount of all such Bonds then outstanding except for changes, amendments, modifications and
alterations (a) made to cure any ambiguity or formal defect or omission, or (b) made in connection with
the issuance of Additional Bonds, or (c) which preserve the exclusion from gross income of interest on
the Tax-Exempt Bonds under Section 103 of the Internal Revenue Code of 1986, as amended, or (d)
which are reasonably necessary to preserve the rating then in effect for any ar all series of Bonds then
outstanding, or to obtain an investment grade rating for a series of Additional Bonds, or to obtain a
Credit Facility for the benefit of the Holders of all or a portion of the Bonds of a series, or (e) which
increase the debt service coverage ratio specified for Additional Bonds, or (� which would not
materially prejudice the Holders of outstanding Bonds; provided, however, that nothing herein contained
shall permit or be construed as permitting (1) an extension of the maturity of the principal of ar the
interest on any Bonds, ar(2) a reduction in the principal asnount of any Bond or the rate of interest
thereon, or (3) a privilege of priority of any Bond or Bonds ovex any other Bond or Bonds except as
otherwise provided in the Resolution, ar(4) a reduction in the aggregate principal amount of Bonds
required for consent to any change, amendment, modification or alteration, ar(5) the creation of any lien
ranking prior to or on a parity with the lien of the Bonds, except as expressly permitted by the
Resolution as supplemented, or (6) a modification of any of the provisions of this paragraph, without the
consent of the Holders of one hundred percent (100%) of the principal amount of all Bonds outstanding.
Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event that:
(a) the Depository shall resign or discontinue its services for the Bonds, and the
Issuer is unable to locate a substitute depository within two (2) months following the resignation
or determination of non-eligibility, or
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(b) upon a determination by the Issuer in its sole discretion that (1) the continuation
of the book-enhy system described in the Resolurion, which precludes the issuance of certificates
(other than Global Certificates) to any Holder other than the Depository (or its nominee), might
adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best
interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds.
6 Transfer. This Bond shall be registered in the name of the payee on the books of the
7 Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his, her or its
8 name and note the date of registration opposite the name of the payee in the certificate of registration
9 attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed
10 by the Holder or his, her or its legal representatives, and the Issuer and Bond Registrar may treat the
11 Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this
12 Bond is presented with such assignment for registration of transfer, accompanied by assurance of the
13 nature provided by law that the assignment is genuine and effective, and until such transfer is registered
14 on said books and noted hereon by the Bond Registrar, all subject to the terms and conditions provided
15 in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice
16 to, the Bond Registrar. Transfer of this Bond may, at the direction and expense of the Issuer, be subject
17 to certain other restrictions if required to qualify this Bond as being "in registered form" within the
18 meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
19 Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
20 sufficient to cover any taac or other governmental charge payable in connection with the transfer or
21 exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
22 Treahnent of Registered Owner. The Issuer and Bond Registrar may treat the person in
23 whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
24 provided (except as otherwise provided with respect to the Record Date) and for a11 other purposes,
25 whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be
26 affected by notice to the contrary.
27 Authentication. This Bond shall not be valid or become obligatory for any purpose or be
28 entitled to any security unless the Certificate of Authentication hereon shall have been executed by the
29 Bond Registrar.
30 Not Qualified Tax-Exempt Obli¢ations. The Bonds haue not been designated by the
31 Issuer as "qualified tas-exempt obligations" for purposes of Section 265(b)(3) of the federal Intemal
32 Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
33 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
34 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done,
35 to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have
36 happened and have been performed, in regular and due form, time and manner as required by law; that
37 this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and
38 on the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or
39 stahxtory or Charter limitation of indebtedness; and that the Issuer will establish rates and charges for the
40 service furnished by its Sewer System sufficient in amount to promptly meet the principal and interest
41 requirements of this issue.
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1 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its
2 City Council has caused this Bond to be sealed with its official seal and to be executed on its behalf by
3 the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile signature of its
4 Clerk, and countersigned by the photocopied facsimile si�nature of its Director, Office of Financial
5 Services.
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Date of Registrarion
Registrable by:
Payable at:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned within.
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
Bond Registrar
City Clerk
:
Authorized Signature
Countersigned:
Director, Office of Financial Services
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(SEAL)
Sewer Revenue Refunding Bond, Series 2009I, No. R-
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CERTIFICATE OF REGISTRATION
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3 The transfer of ownership of the principal amount of the attached Bond may be made only by the
4 registered owner or his, her or its legal representative last noted below.
DATE OF SIGNATi 1RE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
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12
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivarship
and not as tenants in common
UTMA - as custodian for
(Cust)
underthe
2395493v3
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
13
09-1013
ASSIGNMENT
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For value received, the undersigned hereby sells, assigns and transfers unto
the attached Bond and
does hereby irrevocably constitute and appoint
attomey to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor's signature to this assignment must conespond with
the name as it appears upon the face of the attached Bond in every
particular, without alteration or any change whatever.
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a
membership in one ofthe major stock exchanges or any other "Eligible Guarantor Institution" as defined
in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
� . �1►�T,'3L�.TT1:f��
2395493v3
(Include information for all joint owners
if the Bond is held by joint account.)
14
09-1013
1 B. Replacement Bonds. If the City has notified Holders of the Bonds that
2 Replacement Bonds have been made available as provided in Section 2.12 of the General Resolution,
3 then for every Bond thereafter transferred or exchanged the Bond Reb straz shall deliver a certificate in
4 the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global
5 Certificate shall not otherwise be required to exchange the Global Certificate for one or more
6 Replacement Bonds since the City reco�izes that some beneficial owners may prefer the convenience
7 of the Depository's registered ownership of the Bonds even though the entire issue is no longer required
8 to be in global book-entry form. The Replacement Bonds, together with the Bond Registrar's Certificate
9 of Authentication, the form of Assignment and the registration information thereon, shall be in
10 substantially the following form, with pazagraphs identical to those of the form of Global Certificate
11 stated by heading or initial text only:
2395493v3 I S
09-1013
Z
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R-
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
Rf1MSEY COUNTY
CITY OF SAINT PAUL
SEWER REVENUE REF[.7NDING
BOND, SERIES 2009I
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE
1, October 1, 2009
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey
County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises
to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth,
the principal amount specified above, on the mahxrity date specified above, and to pay interest thereon
semiannually on June 1 and December 1 of each year (each, an"Interest Payment Date"), commencing
June 1, 2010, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve
30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest
from the most recent Interest Payment Date to which interest has been paid or, if no interest has been
paid, from the date of original issue hereo£ The principal of and premium, if any, on this Bond are
payable upon presentation and surrender hereof at the principal office of
in , (the "Bond Registrar"),
acting as paying agent, ar any successor paying agent duly appointed by the Issuer. Interest on this
Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name
this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained
by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day
of the calendar month next preceding such Interest Payment Date (the "Regular Recard Date"). Any
interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the
Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of
business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. 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 premium, if
any, and interest on this Bond are payable in lawful money of the United States of America.
2395493v3 16
09-1013
1 REFERENCE IS HEREBY MADE TO THE Fi.JRTHER 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 FORTA HERE.
4
IT IS HEREBY CERTIFIED AND RECITED ....
5 IN WITNESS WFIEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its
6 City Council has caused this Bond to be executed on its behalf by the original or facsimile signature of
7 its Mayor, attested by the original or facsimile signature of its Clerk, and countersigned by the original
8 or facsimile signature of its Director, Office of Financial Services, the official seal having been omitted
9 as permitted by law.
Date of Registration
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned within.
Bond Registrar
:
Authorized Signature
10
2395493v3
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial Services
17
09-1013
ON REVERSE OF BOND
Date of Payment Not Business Day.
No Redemption.
Issuance; Purpose; Securitv.
Holders.
Action by Holders.
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15
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20
21
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24
25
26
27
28
29
Denominations; Exchange; Resolution. The Bonds aze issuable solely as fully registered
bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal
amounts at the principal office of the Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of
the Bond Registrar.
Modification of Resolution
Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender
hereof to the Bond Registraz, all subject to the terms and condirions provided in the Resolution and to
reasonable regulations of the Issuer contained in any agreement with, ar notice to, the Bond Registrar.
Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange
far this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in
blank or to "bearer" or similar designation), of an authorized denomination or denominations, in
aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing
interest at the same rate.
Fees upon Transfer or Loss.
Treatment of ReQistered Owner.
Authentication
Not Qualified Tax-Exempt Obli ate ions. .
ABBREVIATIONS
2395493v3
18
09-1013
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13
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and
does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a
membership in one ofthe major stock exchanges or any other "Eligible Guarantor Institution" as defined
in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
2395493v3
(Include information for all joint owners
the Bond is held by joint account.)
19
09-1013
1 11. Execution. As provided in Secrion 2.04 of the General Resolution, the Bonds
2 shall be executed on behalf of the City by the si�natures of its Mayor, Clerk and Director, Office of
3 Financial Services, each with the effect noted on the forms of the Bonds, and be sealed with the seal of
4 the City; provided, however, that the seal of the City may be a printed or photocopied facsimile; and
5 provided further that any of such si�atures may be printed or photocopied facsimiles 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 signahxre of that
8 officer who may act on behalf of such absent or disabled officer. In case any such officer whose
9 signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before
10 the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all
11 purposes, the same as if he or she had remained in office until delivery.
12 12. Authentication; Date of Registration. 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 under this resolution unless a Certificate of Authentication on such Bond, substantially in the form
15 hereinabove set forth, shall have been duly executed by an authorized representative of the Bond
16 Registrar. Certificates of Authentication on different Bonds need not be signed by the same person.
17 The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution
18 of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space
19 provided the date on which the Bond is authenticated. For purposes of delivering the original Global
20 Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the date of
21 original issue, which date is October 1, 2009. The Certificate of Authentication so executed on each
22 Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution.
23 13. Registration; Transfer; Exchange. As provided in Sections 2.06, 2.15 and 2.18 of
24 the General Resolution, the City will cause to be kept at the principal office of the Bond Registrar a
25 bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the
26 Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds
27 entitled to be registered or transferred as herein provided.
28 The registration, transfer and exchange of the Bonds shall be governed by Sections 2.06,
29 2.15 and 2.18 of the General Resolution.
30 14. Ri ts Upon Transfer ar Exchan�e. As provided in Section 2.07 of the General
31 Resolution, each Bond delivered upon transfer of ar in exchange for ar in lieu of any other Bond shall
32 carry all the rights to interest accrued and unpaid, and to accrue, which were camed by such other Bond.
33 15. Interest Payment; Record Date. As provided in Section 2.08 of the General
34 Resolution, interest on any Global Certificate shall be paid as provided in the first paragraph thereof, and
35 interest on any Replacement Bond shall be paid on each Interest Payment Date by check or draft mailed
36 to the person in whose name the Replacement Bond is registered (the "Holder") on the registration
37 books of the City maintained by the Bond Registrar, and in each case at the address appearing thereon at
38 the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest
39 Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be
40 payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to
41 the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed
42 by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice
2395493v3 2�
09-1013
1 of the Special Record Date shall be given by the Bond Rea strar to the Holders not less than ten (10)
2 days prior to the Special Record Date.
3 16. Holders; Treatment of ReQistered Owner; Consent of Holders. Section 2.09 of the
4 General Resolution shall apply to the Bonds.
5 17. Deliverv; Application of Proceeds. The Global Certificates when so prepared and
6 executed shall be delivered by the Director, Office of Financial Services, to the Purchaser upon receipt
7 of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof.
8 18. Fund and Accounts. There has heretofore been created, by the General
9 Resolution, a special fund of the City designated the "Sewer Service Enterprise Fund° (the "Fund"). The
10 Fund shall continue to be operated as provided in the General Resolution, except as provided herein.
11 Far the convenience and proper administration of the moneys to be borrowed due to the Series 2009I
12 Bond and repaid on the Refunded Bonds, there is hereby created in the Fund the additional account
13 provided below, to be administered and maintained as a bookkeeping account in the Fund separate and
14 apart from all other accounts maintained therein. The Fund shall be maintained as provided in the
15 General Resolution, especially Article IV thereof, except as modified herein, and in the manner herein
16 specified until all of the Refunded Bonds have been paid and until all of the Bonds and the interest
17 thereon have been fully paid.
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20
21
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24
25
26
27
28
29
30
There shall be maintained in the Fund a separate account in addition to those heretofore
created, to be designated the "2009 Refiznding AccounY'
(i) 2009 Refundine Account. All proceeds of the sale of the Series 2009I
Bonds shall be applied to fund the 2009 Refunding Account or to pay costs of issuing the
Series 2009I Bonds, except that $282,000 shall be deposited in the Reserve Account.
Proceeds of the Series 2009I Bonds not deposited in the Reserve Account or used to pay
costs of issuance are hereby irrevocably pledged and appropriated to the 2009 Refunding
Account, together with all investment eamings thereon. From the 2009 Refunding
Account there shall be paid the principal of the Refunded Bonds due by reason of
redemption on the call date of December 1, 2009. The moneys in the 2009 Refunding
Account shall be used solely for the purposes herein set forth and for no other purpose,
except that any surplus in the 2009 Refunding Account shall be deposited in the Revenue
Bond Debt Service Account.
31 (ii) Debt Service. Debt service on the Bonds shall be paid as provided in the
32 General Resolution, and payments into the Revenue Bond Debt Service Account with
33 respect to the Bonds shall commence in the month of October, 2009. For purposes of the
34 payment ofprincipal, amounts scheduled for mandatory redemption shall be treated as
35 maturities.
36
37
38
39
40
(iii) Operatin� Reserve Subaccount. The City Council shall take appropriate
action in maintaining the balance on hand in the Operating Reserve Subaccount at the
Qperating Reserve Requirement.
As provided in Section 5.02 of the General Resolution, no portion of the proceeds of the
Bonds shall be used directly or indirectly to acquire higher yielding inveshnents or to replace funds
2395493v3 21
09-1013
1 which were used directly or indirectly to acquire hi�her yielding investments, except (1) for a reasonable
2 temporary period until such proceeds are needed for the purpose for which the Bonds were issued, (2) as
3 part of a reasonably required reserve or replacement fund not in excess of ten percent (10%) of the
4 proceeds of the Bonds (or in a higher amount which the City establishes is necessary to the satisfaction
5 of the Secretary of the Treasury of the United States), and (3) in addition to the above in an amount not
6 greater than $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in
7 the Fund (or any other City account which will be used to pay principal or interest to become due on the
8 Bonds) in excess of amounts which under then-applicable federal arbitrage regulations may be invested
9 without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions
10 imposed by said arbitrage regulations on such investments after taking into account any applicable
11 "temporary periods", "minor portion" or reserve made available under the federal arbitrage regulations.
12 In addirion, the proceeds of the Bonds and money in the Fund shall not be invested in obligations or
13 deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality
14 thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed"
15 within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the
16 "Code").
17 19. Paritv Bonds. To provide moneys far payment of the principal and interest on the
18 Bonds, there is hereby pledged to the payment of the Bonds as "Additional Bonds" under the General
19 Resolution all those items pledged to the payment of Bonds in the General Resolution. The covenants
20 made in Article V of the General Resolution shall apply to the Bonds, except that paragraph 30 shall
21 control and override Section 5.05 of the General Resolution. As provided in Section 5.05 of the General
22 Resolution, each and all of the terms and provisions of this resolution shall be and constitute a covenant
23 on the part of the City to and with each and every Holder from time to time of the Bonds. Additional
24 Bonds may be issued as provided in Article VI of the General Resolution. Suits by Bondholders,
25 amendments and discharge shall be governed by Article VII of the General Resolution.
26 20. General Obli�ation Bonds and Notes: Priority; Sufficiencv Findin�. The General
27 Obligation Bonds and Notes are hereby confirmed to have a priority of lien on Revenues subordinate to
28 the priority of lien of the Bonds, specifically the priority derived from their pledge of Revenues in the
29 sixth use at Section 4.03(A) of the General Resolution. Pursuant to paragraph 18 of the resolution
30 authorizing the City's General Obligation Sewer Revenue Bonds, Series 1998E, and paragraph 10 of
31 each of the other resolutions authorizing the General Obligation Bonds and Notes, the Bonds shall have
32 a lien on Revenues that is superior to the General Obligation Bonds and Notes, specifically the priority
33 derived from the pledge to the Bonds of Revenues in the first use at Section 4.03(A) of the General
34 Resolution. As required by said paragraphs 18 and 10, the City Council hereby finds, determines and
35 declares that estimated Revenues of the Sewer System will be sufficient, with other sources and used in
36 the order of the General Resolution, for payment of the General Obligation Bonds and Notes and the
37 Bonds.
38 21. Redemntion of Refunded Bonds. The Refunded Bonds shall be redeemed and
39 prepaid on Aecember 1, 2009, all in accordance with the terms and conditions set forth in the Notice of
40 Call for Redemption attached hereto as Exhibit A, which terms and conditions aze hereby approved and
41 incorporated herein by reference. A Notice of Call for Redemption in substantially such form shall be
42 mailed to the paying agent and shall be given by the paying agent as provided in Section 2.02 of the
43 General Resolution.
2395493v3 22
09-1013
1 22. Funded Reserve Account. The Reserve Requirement for the Bonds is $282,000.
2 This amount shall be transfened to the Reserve Account from the proceeds of the Bonds.
3 23. Records and Certificates. As provided in Section 7.05 of the General Resolution,
4 the officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to
5 the attorneys approving the legaliry of the issuance of the Bonds, certified copies of all proceedings and
6 records of the City relating to the Bonds and to the financial condition and affairs of the City, and such
7 other affidavits, certificates and information as are required to show the facts relating to the legality and
8 marketability of the Bonds as the same appear from the books and records under their custody and
9 control ar as otherwise known to them, and all such certified copies, certificates and affidavits, including
10 any heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
11 24. NeQative Covenants as to Use of Proceeds and Imnrovements. As provided in
12 Section 5.03 of the General Resolution, the City hereby covenants not to use the proceeds of the Bonds
13 or to use the improvements financed with the proceeds of the Bonds, or to cause or permit them or any
14 of them to be used, ar to enter into any defened payment arrangements for the cost of such
15 improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning
16 of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be
17 taken over the term of the Bonds that would cause them to be private activity bonds, and the average
18 term of the Bonds is not longer than reasonably necessary for the governmental purpose of the issue.
19 The City hereby covenants not to use the proceeds of the Bonds in such a manner as to cause the Bonds
20 to be "hedge bonds" within the meaning of Section 149(g) of the Code.
21 25. Taac-Exempt Status of the Bonds; Rebate; Elections. As provided in Section 5.04
22 of the General Resolution, the City shall comply with requirements necessary under the Code to
23 establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on
24 the Bonds, including without limitation requirements relating to temporary periods for investments,
25 limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess
26 investment earnings to the United States.
27 The City expects that the two-year expenditure exception to the rebate requirements may
28 apply to the construction proceeds of the Bonds.
24 If any elections aze available now or hereafter with respect to arbitrage or rebate matters
30 relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, ar any of
31 them, are hereby authorized and directed to make such elections as they deem necessazy, appropriate or
32 desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated
33 as, elections of the City.
34 26. No Desienation of Qualified Tax-Exempt Oblieations. The Bonds, together with
35 other obligations issued by the City in 2009, exceed in amount those which may be qualified as
36 "qualified tas-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and hence are
37 not designated for such purpose.
38 27. Letter of Representations. The Letter of Representations for the Bonds is hereby
39 confirmed to be the Blanket Issuer Letter of Representarions dated April 10, 1996, by the City and
40 received and accepted by The Depository Trust Company. So long as The Depository Trust Company is
2395493v3 23
09-1013
the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the
provisions of the Letter of Representations, as it may be amended or supplemented by the City from
time to time with the agreement or consent of The Depository Trust Company.
4 28. Ne�otiated Sale. The City has retained Springsted Incorporated as an independent
5 financial advisor, and this Council has heretofore determined, and does hereby determine, to sell the
6 Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(9).
7 29. Continuin� Disclosure. The City is an obligated person with respect to the Bonds.
8 The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by
9 the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
10 of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter
11 described, to:
12 A. Provide or cause to be provided to the Municipal Securities Rulemaking Board
13 (the "MSRB"), in an electronic format as prescribed by the MSRB, certain annual financial
14 information and operating data in accordance with the Undertaking. The City reserves the right
15 to modify from time to time the terms of the Undertaking as provided therein.
16 B. Provide or cause to be provided, in a timely manner, to the MSRB in an electronic
17 format as prescribed by the MSRB, notice of the occurrence of certain material events with
18 respect to the Bonds in accordance with the Undertaking.
19 C. Provide or cause to be provided, in a timely manner, to the MSRB in an electronic
20 format as prescribed by the MSRB, notice of a failure by the City to provide the annual financial
21 information with respect to the City described in the Undertaking.
22 The City agrees that its covenants pursuant to the Rule set forth in this paragraph 29 and
23 in the Undertaking are intended to be for the benefit of the Holders of the Bonds and shall be
24 enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
25 covenants shall be limited to a right to obtain specific enforcement of the Ciry's obligations under the
26 covenants.
27 The Mayor and Director, Office of Financial Services, or any other officers of the City
28 authorized to act in their stead (the "Officers"), are hereby authorized and directed to execute on behalf
29 of the City the Undertaking in substantially the form presented to the City Council, subject to such
3Q modifications thereof or additions thexeto as are (i) consistent with the requ�ements under the Rule, (ii)
31 required by the Purchaser, and (iii) acceptable to the Officers.
32 30. Ovemde of General Resolution. As provided in paragraph 8 of the resolution
33 authorizing the Series 2008D Bonds, prepayment of Series 2008D Bonds other than an inverse order of
34 maturity shall control over the provisions of the General Resolution.
35 The use of accrued interest on the Bonds shall be as provided in paragraph 18,
36 notwithstanding Section 4.04(B)(1) of the General Resolution, and no interest is necessary to be
37 capitalized for purposes of Section 4.04(B)(2) of the General Resolution.
2395493v3 24
09-1013
Noiwithstanding Section 5.05 of the General Resolution, the terms and provisions of this
resolution shall be and constitute a covenant on the part of the City to and with only each and every
Holder from time to time of the Bonds.
31. Parity Findin�s. It is hereby found, determined and declared that:
(a) The City does not have any outstanding bonds, warrants, certificates, or other
obligations or evidences of indebtedness, or money bonowed for or on account of the Sewer
System or indebtedness for which any of the Revenues of all or a part of the Sewer System have
been pledged which are a prior lien on such Revenues, except the Series 2004E Bonds, Series
2006C Bonds, Series 2008D Bonds and Series 2009C Bonds.
10 (b) All payments required to be made prior to the date hereof into the various Funds
11 and Accounts established by the General Resolution have been made.
12 (c) The proceeds of the Series 2009I Bonds shall be used only for the purpose of
13 refunding bonds which were issued to make Improvements to the Sewer System (as each of said
14 terms is defined in the General Resolution).
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
(d) The annual Net Revenues of the Sewer System far each of the two (2) completed
Fiscal Years immediately preceding of the issuance of the Series 2009I Bonds have been at least
one and one-quarter (1.25) times, specifically 431 and 4.74 times, respectively, the masimum
annual principal and interest coming due after December 1, 2008, on all Bonds (as defined in the
General Resolution) having a parity of lien upon Revenues, including the Series 2009I Bonds
proposed to be issued, to wit:
Net Revenues 2007
Net Revenues 2008
Maacimum Annual Principal and
Interest on the Series 2004E Bonds
Maximum Annual Principal and
Interest on the Series 2006C Bonds
Maximum Annual Principal and
Interest on the Series 2008D Bonds
Maacimum Annual Principal and
Interest on the Series 2009C Bonds
Maximum Annual Principal and
Interest on the Series 2009I Bonds
$17,919,584
$19,738,986
$ 453,487
$ 634,675
$1,807,448
$ 693,300
$ 613,600
2395493v3 25
09-1013
1 Maximum Annual Principal and
2 Interest on the Series 2004E Bonds,
3 Series 2006C Bonds, Series 2008D
4 Bonds, Series 2009C Bonds and
5 Series 2009I Bonds (COMBINED) $4,161,340
6
7 One and One-quarter (1.25) Times
8 Total Ma�imum Annual Principal
9 and Interest Requirements $5,201,675
10 This City Council has been furnished with the Certificate of the Director, Department of
11 Public Works, attesting to the foregoing facts.
12 (e) This City Council pursuant to advice from the Director, Department of Public
13 Works, hereby finds, determines and declares that the estimated Revenues to be derived from the
14 operation of the Sewer System during the term of the Series 2009I Bonds will be more than
15 sufficient to provide Net Revenues adequate to pay principal and interest when due on the Series
16 2009I Bonds and on those other bonds which are now outstanding and to maintain the Reserve
17 Account required therefor.
18 ( fl The Series 2009I Bonds have December 1 maturities and have interest payments
19 on June 1 and December 1.
20 32. Severabilitv. As provided in Section 7.06 of the General Resolution, if any
21 section, pazagraph or provision of this resolution shall be held to be invalid or unenfarceable for any
22 reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of
23 the remaining provisions of this resolution.
24
Next page is 32
2395493v3 2.O
09-1013
33. Headin�s. As provided in Section 7.07 of the General Resolution, headings in
this resolution aze included for convenience of reference only and are not a part hereof, and shall not
limit or define the meaning of any provision hereof.
Yeas Nays Absent
Bostrom �
Carter �
Harris �
Helgen �
Lantry `
Stark `
Thune ,/
Adopted by Council: Date �//��d'�/
Rec�uested by Department of: �
hi �I � Se1uN�e-s y
By: � �
�
Approve e ff' of F'nan i Serv' es
By:
Adoption Certified by Couryeil Secretary
By: � <
Approv d M : Date �
By: �. �
2395493v2 32
� c,reen sneet creen sneet c�reen sneet creen
�reen sneet �
r,E� _ �n /�
DepartrnenUOffice(Council: Date Initiated: � � � � �
FS —F'nandalServices 08SEP2009 Green Sheet NO: 3079057
Contaet Person 8 Phoce• ���?�t Sent To Person InitiaVDate
Bob Geurs y o ' ancial services
266-8837 1 cialServices -De artmentDirecEOr
Assign 2 inancialServices fficeFSnancialServices
Must Be on Council Agenda by (Date): Number
16-SEP-09 For 3 ' nuorne
Routing 4 or's 06ce Ma or/ASSistant
p� T � : RESOLUTION W/$ ��' S ouncil C' Counc7
TRANSACTION 6 ' C7erk Ci Clerk -
E-DocumeM Required: N �
DoeumeM Contaet: �b Geurs
Contaet Pho�re: 266-8837 �
Total # of Signature Pages _(Clip All Locations for Signature)
Aetion Requested:
Approve supplementing General Resoluuon relating to Sewer Revenue Bonds providing for the issuance of approximately
$2,970,000 Sewer Revenue Ref. Bonds, Series 2009 I.
Recommendations: Approve (A) or Reject (R): Personal Service Contracks Must Answer the Following Questions:
Planning Commission 1. Has this person/firm ever worked under a contract for this department?
CIB Committee Yes No
Civi� Service Commission 2. Has this person/firtn ever been a city employee?
Yes No
3. Does this person/firtn possess a skill not normally possessed by any
cu�rent dty employee?
Yes No
E�cplain all yes answers on separate sheet and attaeh to green sheet.
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
The City is proposing to issue the bonds to provide to refun the Series 1998 E Bonds. Ttus is an opportwrity to lower debt
service. � SAN'C ��DDp � y(�-� i�pm �.OlI /a ��Jb;
V
AdvanWges If Approved:
1998 E Sewer Revenue Bonds will be refunded and debt service will be lowered
�
Disadvantages if Approved:
None known
��� ° � zr�ag
Disadvantages if Not Approved: p y
1998 E Sewer GO Revenue Bonds will not be refunded � e
Total Amount of
Transaction: �2�9�0,000.00 CosURevenue Budgeted:
Funding Source: BOfld pfOC22dS Adivity Number:
Financial Irtformation:
(Explain)
` Seotember 8. 2009 932 AM oa„P t
09-1013
STATE OF MINNESOTA
CITY OF RAMSEY
CITY OF ST. PAUL
)
) ss.
)
I, Shari Moore, Acting Deputy City Clerk of the City of Saint Paul, Minnesota, do hereby cerhfy
that I have compazed the attached copy of Council File No. 09-
September 16, 2009 and approved by the Mayor on
file in my o£fice.
as adopted by the City Council on
2009 with the original thereof on
I further certify that said copy is a true and correct copy of said original and the whole thereof.
WTINESS, my hand and the seal of the City of Saint Paul, Minnesota this day of
September, 2009.
ACTING DEPUTY CITY CLERK
�F oq --���
COMPLETIONS AND CONFORMING DETAILS
FOR
SEWER REVENUE REFIJNDING BONDS, SERIES 2009I
�� 3�
There is before this Council 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 optional but may contain the completion or
note the specific source of the other materials.
COMPLETION,
SPOTS IN THE DETAIL OR SOURCE
COMPLETIONS AND DETAILS RESOLUTION (OPTIONAL)
1. Winning Proposer. Other materials before Whereas C
this Council indicate the winning proposer, ¶ 2
whose name shall be inserted in whereas C
and in paragraph 2.
2. Principal Amount. Other materials before Whereas Q
this Council indicate the principal amount ¶ 2
of the Bonds; whereas Q shall be revised to ¶ 3
conform, the second statement of the Form of Bond
principal amount in paragraph 2 shall be
revised to conform if necessary, the
principal amounts in paragraph 3 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
Council 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
Council indicate whether there are term ¶ 5
bonds. If not, paragraph 8 and the form of ¶ 8
bond shall be revised to state that there is no Form of Bond
redemprion. If so, the maturity schedule in
paragraph 3 shall be revised to conform, and
the schedule of maturity dates for interest
2395741�2
09-1013
rates in paza� 5 shall be revised to
conform, the text in pazagraph 8(b) and in
the form of bond providing for scheduled
mandatory redemption shall be conformed
to state the term bonds and the scheduled
mandatory redemption dates and amounts
for the term bonds.
5. Interest Rates. Other materials before this ¶ 5
Council indicate the interest rates for the
maturity dates of the Bonds, and the
schedule in paragraph 5 shall be completed
for the maturity dates consistent with term
bonds, if any, in conformance therewith.
6. Reserve Amount. Other materials before ¶ 18
tkus Council 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 conformance therewith.
7. Paritv Findin¢s. The City Council has ¶ 31 Certificate of Ciry
been supplied with a Certificate signed by Official
the Director, Department of Public Works,
or Director, Office of Financial Services.
The parity coverage facts stated therein
shall fill in the blanks in paragraph 31(d)
and the proper official signing such
certificate shall be noted in paragraph 31(e).
zs9s�ai�z
r
09-1013
Exhibit A
Agenda # 31
CF 09-1013; GS - 3079057
COMPLETIONS AND CONFORMING DETAILS
FOR
SEWER REVENUE REFUNDING BONDS, SERIES 2009I
There is before this Counci] a drafr resolution for the sale of the above bonds that requires certai❑
completions and details that conform to those. The Clerk or bond counsel for the Bonds shall revise the
drafr resolution to read as it should with the completions aud details provided here directly or by reference
to other materials before this Council. Spots in the resolation are noted in the second column. The third
column is optional but may contain the completion or note the specific source of the other materials.
SPOTS IN THE COMPLETION, DETAII.
COMPLETIONS AND DETAILS RESOLUTION OR SOURCE (OPTIONAL)
1. Winuing Proposer. Other materials before Whereas C Robert W. Baird & Co.
this Council indicate the winning proposer, 9[ 2
whose name shall be inserted in whereas C
and in paragraph 2.
2. Principal Amount. Other materials before this Whereas Q Par amount changed to
Council indicate the principal amount of the 9[ 2 $2,82Q000
Bonds; whereas Q shall be revised to 9[ 3
conform, the second statement of the principal Form of Bond
amount in pazagraph 2 shall be revised to
conform if necessary, the principal amounts in
paragraph 3 shall be revised to conform if
necessazy, and the issue amoant stated in the
form of bond sha11 be revised to conform if
necessary.
3. Purchase Price. Other materials before ttiis 9[ 2 $2,937,430.25
Council indicate the proposed purchase price
and, if applicable, the purchase price for a
revised issue size. The blanks in paxagraph 2
shall be completed with purchase prices.
A-1
09-1013
4. Term Bonds. Other materials before this y[ 3 No Term Bonds
Council indicate whether there are term 9[ 5
bonds. If not, paragraph 8 and the form of 9[ 8
bond shall be revised to state that there is no Form of Bond
redemption. If so, the maturity schedule in
paragraph 3 shall be revised to conform, and
the schedule of maturity dates for interest
rates in pazaa aph 5 sha]] be revised to
conform, the text in paragraph 8(b) and in the
form of bond providin� for scheduled
mandatory redemption shall be conformed to
state the term bonds and the scheduled
mandatory redemption dates and amounts for
the term bonds.
5. Interest Rates. Other ma[erials before this 9� 5 See attached schedule on
Council indicate the interest rates for the Exhibit B
maturiry dates of the Bonds, and the schedule
in paragraph 5 shall be completed for the
mafurity dates consistent with term bonds, if
any, in conformance therewith.
6. Reserve Amount. Ofher materials before this 9[ 18 $282,000.00
Counci] indicate the amount of the reserve for 9[ 22
the bonds and to be funded by the bonds and
paragzaphs ] 8(i) and 22 shal] be completed in
conformance therewith.
7. Pariry Findines. The City Counci] has been 9[ 31 Certificate of City OfFicial
supplied with a Certificate signed by the
Director, Department of Public Works, or
Director, Office of Financial Services. The
pazity coverage facts stated therein shall fill i❑
the blanks in paragraph 31(d) and the proper
officia] signing such certificate shall be noted
in pazagraph 31(e).
2395747 dl A-2
09-1013
Exhibit B
Saint Paul City, Minnesota
Sewer Revenue Refunding Bonds, Series 2009I
TERMS AND CONDITIONS
True Interest Cost for the Bonds: 2.24887 7 8%
The Bonds shall mature on the dates and in the principal amounts set forth below:
Maturity Year Principal Interest Bond
(December 1) Amount Rate Yield
2010
2011
2012
2013
2014
2015
2016
2017
2018
$255,000
265,000
265,000
280,000
30Q000
275,000
295,000
295,000
59Q000
2.00%
2.00
2.00
2.00
2.00
3.00
3.00
3.00
4.00
0.57%
0.80
1.13
1.44
1.76
2.01
2.24
2.50
2.70
L�l
Price
101.660%
102.572
] 02.698
]02.256
]O1.179
]05.713
105.004
103.670
] 10.491
°� Springsted
September 16, 2009
Ms. Margaret Kelly, Director of Financial Services
Office of Financial Services
700 City Hafl
15 West Kellogg Boulevard
Saint Paul, Minnesota 55102
s�����s��� i����vo��.t�
360!acnson9�ee �u�te30C
ac��D2.,1 �-^C5510�_pga?
-- .�,-2z� so�
'�! 'JJ��
�..,AS�'" __.
RE: Recommendation for Award of the City of Saint Paul's:
$2,820,000* Sewer Revenue Refunding Bonds, Series 20091, the "Issue" or "Bonds"
Dear Ms. Kelly:
This letter summarizes the results of the competitive bids opened this morning for the above Issue.
Purpose and Repayment Sources of Issue
The purpose of the Sewer Revenue Refunding Bonds is to refund the Sewer Bonds issued in 1998 ta reduce future
interest costs. This Issue will be repaid by revenues of the Sewer Utility.
Tax-Exempt Market Rates
The municipal tax-exempt market continues in a very low range for those issuers with gootl credit quality, such as
the City of Saint Paul. The national index of these interest rates, the BBI, continues in a low range, at present the
very low point of 4.33%. This level is approaching the 30-year low in municipal tax exempt rates.
Sale Results
The City received four bids on the Sewer Issue. The senior managers of the bidding syndicates were as follows:
Rank Bidder TIC(%1
Robert Baird ............................ 2.247
Hutchinson Shockey ................ 2.250
Welis Fargo ............................. 2.407
Northland Securities ................ 2.687
Publ�c Sector Ativisors
`Please see section on premium bidding.
09-1013
City of Saint Paul, Minnesota
September 16, 2009
Page 2
The lowest (or best) bid was received from Robert W. Baird at a true interest rate of 2.247°/o. Our estimate of the
interest rate from early August was 2.46%.
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 award is based on the lowest cost to the City. We have enclosed bid tabulation
forms for each Issue summarizing the bid specifics and composition of each underwriting syndlcate.
Premium Bidding
The current interest rate market has caused investors to look for protection from upward pressures on interest rates
by requiring premium bonds. Premium bonds are securities where investors are willing to provide the issuer with
more funds than the debt requirement in exchange for interest rate payments in excess of current market levels.
This situation was reFlected in a11 of the issues. This payment beyond the debt requirement is used to reduce the
amount of debt so the resulting total principal and interest payments reflect the City's objectives. For this Issue, the
original amount of the bonds was $2,970,000, which was reduced to $2,820,000 as a result of the premium.
Recommendation
We recommend award of sale to Robert W. Baird.
Basis of Recommendation
The objective of the Issue is to achieve interest cost savings. The actual savings results are that the net present
value savings, after consideration of all issuance costs, is $295,372.87. Based on our estimate of early August, the
expected savings were then $272,310. We evaluate savings leveis by determining the percent of net present value
savings to the present value of refunded debt service. The actual result here is 9.97%. This percentage is well in
excess of generalfy recommended levefs forthis type of refunding. Also, with the market nearing historic lows,
selling this Issue at this time generates substantial benefits for the Utility.
Credit Rating
The City's Sewer Utility credit ratings were reaffirmed by Standard & Poor's at AAA and Moody's
at Aa2. The AAA rating is extremely rare for a Sewer Utility. The Moody's rating reflects its policy of relating a utility
rating to the issuer's general obligation rating. For Saint Paul, the Moody's rating is identical in both cases. in this
market tha benefits of very high credit quality are reflected in the very low interest raies.
09-1013
City of Saint Paul, Minnesota
September 16, 2009
Page 3
We welcome any questions regarding this sale process and congratulate the City on completion of a successful
sale process.
�pectfully,
� (\"'��
.�+� ��r�v��
/
David N. MacGillivray, Chairman
Client Representative
dww
Enclosures
cc: Mr. Todd Hudey, City Treasurer
Mr. Robert Geurs, City Debt, Structured Finance antl TIF Manager
09-1013
� Springsted
$2,970,000'
CITY OF SAINT PAUL, MINNESOTA
Springsted Incorporated
380 Jackson Sireet, Suite 300
Saint Pa��, MN 55101-2887
Tel: 651-223-3000
Far: 851-223,3002
Email: advisors@springsted.com
www.springsted.com
SEWER REVENUE REFUNDING BONDS, SERIES 20091
(BOOK ENTRY ONL�
AWARD:
SALE:
September 16, 2009 Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest Netlnterest True Interest
Bidder Rates Price Cost Rate
ROBERT W. BAIRD & COMPANY,
INCORPORATED
FIDELITY CAPITAL MARKETS SERVICES
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
DAVENPORT & COMPANY LLC
LOOP CAPI7AL MARKETS, LLC
C.L. KING & ASSOCIATES
OPPENHEIMER & CO. INC.
SAMCO CAPITAL MARKETS, INC.
KILDARE CAPITAL
EDWARD D. JONES & COMPANY
HUTCHINSON, SHOCKEY, ERLEY &
COMPANY
2.OQ°!u 2010-2014
3.00% 2015-2017
4.00% 2018
3.00% 2010-2011
2.00% 20124013
2.50% 2014-2015
3.00% 2016
4.00°!0 2017
5.00% 2018
$3,093,679.95
$3,174, 867.50
$391,853.38
$400,520.00
22466%
2.2502%
WELtS FARGO BROKERAGE 2.00°/a 2010-2013 $3,012,704.50 $411,01425 2.4073%
SERVICES, LLC 2.25% 2014
UBS FINANCIAL SERVICES 2.50% 2015
CRONIN & COMPANY, INC. 3.00% 2016-2018
RBC CAPITAL MARKETS CORPORATION
NORTHLAND SECURITIES
3.00% 2010-2017 $3,025,083.80 $458,422.45 2.6871%
3.15% 2018
(Continued)
ROBERT W. BAIRD & COMPANY, INCORPORATED
AND SYNDICATE
Public Sector Advisors
I
09-1013
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Year
Yield
2.00%
2.00%
2.00%
2.00%
2.00%
3.00%
3.00%
3.00%
4.00%
2010
2011
2012
2093
2014
2015
2016
2017
2018
0.57%
0.80%
1.13%
1.44%
1.76%
2.01 %
224%
2.50%
2.70%
BBI: 4.33°k
Average Maturity: 5.668 Years
" Subsequent to bid opening, the issue size decreased from 52,970,000 to $2,820,000.
Public Sector Advisors
09-1013
Summary:
St. Paul, Minnesota; Water/Sewer
,,
US�2 97 mil swr rev rfdg bnds ser 20091 dtd 10/09/2009 due 12/01/2018
St Paul utd
Long Term Ratmg
Rationale
AAAIStable New
AAA(Sta61e Affi�med
In Standard & Poor's Ratings Services' opinio�, the 'AAA' long-term rating on 5[. Paul, .Vlin�.'s sewer revenue
refunding bonds series 2009I reflects the system's:
• Strong service area ec000my ('AAA' general obligation (GO) rating);
• Srzong financial position, demonstra�ed by good deb� service coverage and high system Lquidiry;
• Continuation of regular race increases, but with rates remaining competit�ve;
• Extremely low syseem risk, doe to operational characterisncs; and
• Low debt position with moderare fueure capital needs.
The city will use bond proceeds [o refund �he Dec. 1, 2010 through Dec. 1, 2018 matuiiues of its GO sewer revenue
boods series 1998E. The bonds are special obligations of the city payable solely from and sec�red by a first and
prior lien upon the cevenues of the sewer system on a parity of lien with the city's ontstanding sewer revenue bonds.
The ciry will apply revenues in the following order of prioriry: debt service on the parity bonds, amounts payable to
the bond insurer and surety, amounts xequired to maintain the reserve account, the current expe�ses of operations
aod mainceoance of the system, a�d to certain other uses.
The 'AAA' Iong-tecm rating on [he city's previously issued sewer revenue bonds has 6een affirmed.
The service area is coterminous with the city of St. Paul. Both the city's and the counry's GO bonds aie rared 'AAA'.
Anchoring ehe ciry's divecse economic base are the state govecnment and the health, financial services, and
educapooal services sec[ors. Manufacturing also retains a presence in tbe city's area uonomy. Cicy uoemploymeot
rates are geoerally slightly below the nadonal averages, indicatmg a measure of economic stability. Carre�t efforts
o� the part of the city and the private sector include the inccease of retail� entertainmeny and residential �nvestment
in the city's downtown core. Wealth and income levels are average, with per capita effeccive buyiog iocome ac 89%
of natio�a] ]evels.
Sewer rates increased by 1.7% in 2008, but remaio competidve at $29.50 per 1,000 cubic feet pee month; if
combined with monthly water charges, the monthly rates are still competitive at $46.50. The sewer rystem's
financial posiUOn is strong, with audited fiscal 2008 oet revenues coveriog maximum a�nual debt service (MADS),
occurring in 2018, 3.63x. With MADS being paid in fiscal 2018, the system's annual debT service coverage is
expected to increase, io the absence of addieional parity debt. Liquidity has been high, with 690 days' uneestricted
cash estimated for fiscal 2008. The eight-year capital improvemenc program (CIP) is ma�ageable at abouc $75
miltion, with nearly one-third of the needs funded �vith bood issues io fiscal 2009 and 2010. The city's debt to plant
Standard & Poor's RatingsDirect � September 14, 2009 2
Stendard&Poor'sAllrightsreservetl NoreprmtardsseminationwithoutS&P'spermission SeeTermsofUSe/Oisclaimeronthelastpage 745�C6�3i;02'0546
o9-io13
Summary: St. Paul, Minnesota; Water/Sewer
has been very low over the past few years.
The sewer syscem serves 70,090 residential customers, accounting for 48% of sewer flow, and 3,187 commercial,
industrial, and instimtional customers, accounting for 52% of flow. The 10 leading customers accounc for only 9%
of total sewer consumpcion. Although flows from the system's leading customers continue to decrease because of
conservarion efforts, additional flows resulting from St. Paul's housing 5000 initiative and contin�al downtown
development should both offset this decrease and add more diversity [o the customer base.
The sewer syscem consists of sanitary and industrial was[ewater and storm water conveyance facilities for the city's
residential, commercial, and industrial areas. The cit}� acrively maintains the system by asing routine sewer cleaning
and monitoring programs and rehabilita[ing and reconstructing portions as required. Sewage trea[ment is provided
by Meeropoliran Council Environmental Services (MCES), a division of rhe Metropolitan Council (AAA/Stable).
Due to the credit strenb hs afforded to the MCES, including a huge service permitting enormous economies of scale,
the more regulatory-intensive ueatment risks are deemed to be well handled, leaving St. Paul with [he abiliry to
focus on i�s more limited collecdon and comeyance responsibilities.
Outlook
In Standard & Poor's opinion, the stable outlook reflects continued sound financial operations and high ]iquidity,
competicive rares, and good debt service coverage, combined with manageable capita] needs. The system's strong
service area economy lends stability to the rating.
Related Research
USPF Criteria: "Standard & Poor's Revises Criteria For Rating Water, Sewer, And Drainage Utility Revenue
Bonds," Sept. 15, 2008
Complete ratings information is available to RatingsDirect subscribers at www.ratingsdirect.com. All ratings
affected by this rating action can be fo�nd on Scandard & Poor's public Web site at wwwstandardandpoors.com;
❑nder Ratings in the left navigation ba , select Find a Rating.
www.standardandpoors.com/ratingsdirect 3
Standard & Paor's All rights reserveA No reprint or dissemination wiMout S&P's pertniss�on SeeTerms of Use/�isclaimer on Me last Dage iac405 � 3G�J270591
09-1013
�i
i woar: m...ro.s s.rvK.
New Issue: MOODY'SASSIGNSAa2 RATING TO ST. PAUL'S (MN) 52.97 MIWON SEWER REVENUE BONDS,
SERIES 20091
Global Credit Research - 09 Sep 2009
Aa2 APPLIES TO $61.1 MILLION OF Ol1TSTANDING PARITY DEBT
Water/Sewer
MN
Moody's Rating
ISSUE RATING
Sewer Revenue Refunding Bonds, Series 2009I Aa2
Sale Amount $2,970,000
Expected Sale Date 09/16/09
Rating Description Revenue
Opinion
NEW YORK, Sep 9, 2009 -- Moody's Investors Service has assigned a Aa2 rating to the City of St. Paul's
(MN) $2.97 million Sewer Revenue Bonds, Series 2009I. Concurrently, Moody's has a�rmed the Aa2 rating
on the cRy's outstanding parRy debt. Including the current offering, there is approximately $61.1 milfion of
total parity deb[ outstanding. The Aa2 rating reflects the system's stable service area servfcing the state
capital, strengthened financfal operetions with solid coverage levels and net working capital, and relatively
fow debt ratio coupled with manageable borrowing needs. The bonds are secured by the net revenues of
the city's sewer system. Proceeds from the bonds will finance various system-wide capital improvements.
STABLE, DNERSE SERVICE AREA CENTERED ON STATE CAPITAL
As the state capital, St. Paul (general obligation rated Aa2 / stable) is a mature city with an economic base
which it�dudes sizable government, higher ed�cation and medical services sectors. St. Paul has undergone
revitalization efforts in both its centrel business district, as well as neighborhood projects, which have
fostered various redevelopment projects. W hile the city has faced increased foreclosure rates in recent
years and other impacts of the economic downturn, Moodys believes the effects are moderate and
manageable and do not undermine the long-term stability of the base. The St. Paul sewer system serves
the city with an estimated 73,000 customers. The system is comprised of a diverse customer base, with the
top 10 users comprising 8% of total consumption. The system los[ one of its largest users when MN
Brewing filed for bankruptcy several years ago. Add'Rionally, the [hird largest customer, a Ford Motor plant,
is scheduled to close, aRhough the plant closure has been delayed until 2011, per a recently settled union
agreement. The plant closure is not expected to pose a significant challenge as the facility represents less
than 1% of system revenues. The customer base continues to diversify with redevelopment, particularly
related to significant residential development in the Housing 5000 project, completing over 5,000 new
housing units between 2002 and 2006. Although residential development has moderated in recent years,
connection fees do not comprise a sign�cant revenue stream for the system, so the effect of the housing
marke[ slowdown on the sewer system's operations is expected [o be mi�imal.
SATISFACTORY FINANCIAL OPERATIONS SUPPORTED BY STRONG LIQUIDITY
Sewer operations have remained satisfactory over the past several years, and Moody's believes the trend of
stable operations will continue. Debt service coverage for all debt supported by sewer revenues in fiscal
Z007 was a heaRhy 2.18 times and increased to 2.53 times in FY2008. Including only senior lien revenue
secured debt, coverage was a substantial 2.65 times. Coverage is expected to remain high as previously
issued bonds reach final maturity. The bulk of the system's operating expenditures are charges from the
MCES for wastewater treatme�t a5 the city does not provide its own treatment facilities. The MCES provides
treatment for over 300 customer communities in the Twin Cities, including St. Paul, and sets rates based on
its own operating and capital needs. W hile MCES had lowered rates previously, in recent years, treatment
09-1013
rates have increased. St. Paul's rates had been flat between 1998 and 2003, but were increased in
response to increasing hICES charges. Going forward, MCES charyes are expeded to increase between 3%
and 5% annualty, which the city plans to offset with wncurrent rate increase to its customers.
ARhough an open-loop system, transfers out of the system are historiqlly stable and largey reFlect
transfers to capital outlay and debt service for subortlinate general obiigation debt. Historicalty, pro-active
financial measures by the city reduced the likeiihood of increasing sewer trensfers for city operations,
though ongoing government-wide pressures could potentialty dilute this historic trend. Liquid'Ry has
improved in recent years, with net working capital a healthy $44.7 mBlion in FY2007, mmpared to $42.2
million of operating revenues. Mootly's believes that stable and adequate liquidity is important to offset
unforeseen budgetary challenges and believes the Ci�y Council's 2000 resolution to tnaintain a set aside
cash for budget and rate stabifization represents an important official commitment to adequate liquidity.
RELATNELY MINIMAL LEVERAGING OF SYSTEM; LIMITED CAPITAL NEEDS
The system's FY07 12.5% debt ratio is relatively low compared io similar systems. In 1995, the system
rnmpleted separation of the storm sewer and waste water systems, eliminating overflow problems and
substantialty limiting future capital needs. W hile the system is older, the Sewer System Rehabilitation
Plan(1997) outlined capital needs and is continuing to guide the projects, including a steady replacement
schedule. Going forward, annual wpital needs are projectetl to be between $8 million and $12 million, which
Moody's believes is manageable given the existing low debt ratio. The resolution provides for an additional
bonds test of 1,25 times (of previous two fiscal years, with adjustments for subsequent rate inaeases}.
All debt issued for the sewer enterprise is fixed rate and is not hedged by any derivatives.
KEY STATLSTICS:
System Characteristia: Sani[ary distribution and storm sewer (separate
infrastructure)
Flow of Funds: Open Ioop
Number of customers: 73,000
Top ten users as percent of consumption: 8%
Debt service mverage, including GO de6t: 2.53 times (FY08)
Debt ratio: 14.2%
Parity debt outstanding: $61.1 million
The principal methodology used in rating the current issue was "Analytic Framework for Water and Sewer
System Ratings," which can be found at www.moodys.com in the Credit Policy & Methodologies directory, in
the Rating Methodologies subdirectory. Otfier methodologies and fadors tfiat may have been considered in
the process of ra[ing this issuer also can be found in the CredR Policy & Methodobgies direc[ory.
The last rating action was on May 19, 2009, when Moody's affirmed the city's sewer revenue rating of Aa2
Analysts
Henrietta Chang
Analyst
Public Finance Group
Moody's Investors Service
RachelCortez
Backup Analyst
Public Finance Group
Moody's Investors Service
Contacts