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09-541Councif File # 09-541 Careen Sheet # 3070382 Presented By RESOLUTION CITY OF SAINT PAUL, MINNESOTA a� „ r, . � 0 SL3PPLEMENTII3G GENERAL RESOLUTION RELATING TO SEWER REVENUE BONDS AND PROVIDING FOR THE ISSUANCE OF APPROXIMATELY $9,000,000 SEWER REVENUE BONDS, SERIES 2009C 7 A. WHEREAS, the Director, Office of Financial Services, has presented proposals 8 received for the sale of approximately $9,000,000 Sewer Revenue Bonds, Series 2009C (the "Series 9 2009C Bonds" ar"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 Incorparated at 10:00 a.m., Central Time, 12 ttus same day; and 13 C. WHEREAS, the Director, Office of Financial Services, has advised this Council 14 that the proposal of Piuer Jaffrav 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, entided "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 3upplemental Resolution to the General Resolution to provide for 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"), $7,040,000 2348356v2 09-541 1 Sewer Revenue Bonds, Series 2006C (the "Series 2006C Bonds"), and $23,735,000 Sewer Revenue 2 Bonds, Series 2008D (the "Series 2008D Bonds"), which are the only bonds outstanding under the 3 General Resolution, to finance rehabilitation projects to the City's sewer system, including major sewer 4 repairs, tunnel repairs and stormwater quality improvements; and 0 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 G. WI�REAS, Sections 6.01(B) and {C} of the General Resolution provide for the issuance of pazity lien bonds in part as follows: "(B) Except as provided in Section 6A2, no additional revenue obligations ("Additional Bonds") payable from the moneys in the Sewer Service Enterprise Fund on a parity of lien with the then outstanding Bonds shall be hereafter issued unless the annual Net Revenues of the Sewer System ior each of the two (2) completed Fiscal Years immediately preceding the issuance of such Additional Bonds shall have been one and one-quarter (1.25) times the maYimum annual principal and interest coming due thereafter on all Bonds (including the Additional Bonds) having a pazity of lien upon Revenues. If the annual Net Revenues in either or both of the aforesaid two (2) completed Fiscal Years shall be insufficient to meet the foregoing test, then the Ciry shall be entitled to adjust the Net Revenues for either or both of those Fiscal Yeazs by increasing the Net Revenues based on a projection of additional Revenues which would have been available from any rate increase placed in effect prior to the adjustment, or from new users. The adjustment of Revenues may assume such increase would have been available for the entare Fiscal Year of adjustment. The projection for adjustment and finding of sufficiency of Net Revenues for the issuance of Additional Sonds shall be shown by a certificate issued by the Director, Department of Public Works, or the City Budget Director, or by an independent consulting engineering firm knowledgeable in such matters and shall be a finding of and recited in the resolution of the City authorizing such Additional Bonds. [Balance of (B) omittedj. "(C) In addition to the requirements of subsection (B) above, the foliowing conditions shall be met prior to the issuance of each series of Additional Bonds: "(1) The payments required to be made (at the time of the issuance of such Additional Bonds) into the various Funds and Accounts provided for in this Resolution have been made. "(2) The proceeds of such Additional Bonds shall be used only for the purpose of making Improvements to the Sewer System or to refund (or advance refund) Bonds or any other bonds or obligations issued to finance the Sewer System, and capitalizing interest or making a deposit to the Reserve Fund and paying the costs of such financing."; and 36 H. WHEREAS, Revenues of the 5ewer System in the sixth use at section 4.03(A) of 37 the General Resolution have been pledged to the payment of the City's General Obliaation Sewer 38 Revenue Bonds, Series 1998E, and the following seven outstanding Notes of the City: General 39 Obligation Sewer Revenue Note of 1993, General Obligation Sewer Revenue Note of 1994, General 40 Obligation Sewer Revenue Note of 1995, General Obligation Sewer Revenue Note of 1996, General 2348356v3 2 09-541 2 � Obligation Sewer Revenue Note of 1997, General Obligation Sewer Revenue Note of 1499, and General Obliaation Sewer Revenue Note of 2000 (coilectively, the "General Obligation Bonds and Notes"); and I. WHEREAS, the Reserve Account will be funded for ihe Bonds by a deposit from proceeds of the Bonds as pernutted by the General Resolution; and J. Wf�REAS, the City will deliver the Bonds in "global book-entry form" as described in the General Resolution, and the City has heretofore executed a Blanket Issuer Letter of Representations (the "Letter of Representations") setting forth various matters relating to The Depository Trust Company as Depository and its role with respect to the Bonds; and 9 K. WHEREAS, "Holder" as used herein means the person in whose name a Bond is 10 registered on the registration books of the City maintained by the registraz appointed as provided in ll paragraph 9(the "Bond Registraz"); and 12 L. WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9), 13 public sale requirements do not apply to the Sonds, because the City has retained an independent 14 financial advisor and this Council has determined to sell the Bonds by private negotiation, and the City 15 has instead authorized a competitive sale wittiout publication of notice thereof as a form of private 16 negotiafion; and 17 M. WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits 18 "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to provide 19 certain continuing disclosure with resgect to the Bonds; and 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 N. WHEREAS, proposals for the Bonds have been solicited by Springsted Incorporated pursuant to an Official Statement and Terms of Proposal therein; and O. WHEREAS, the City retained the right to increase or reduce the principal amount of the Bonds from the proposed $9,00O,OOQ but the City has detemuned to make no chanae: NOW, THEREFORE, BE 1T RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: 1. Supplemental Resolution No. 6; Pazitv Bonds Findings; Capitalized Terms. This resolution is "Supplemental Resolution No. 6" to the General Resolution, and constitutes a "Supplemental Resolution" as defined therein. The Series 2009C Bonds are "AddiUonal Bonds" which aze "Fixed Rate Bonds" and °Taac-Exempt Bonds", all as defined in the General Resolution. It is hereby found, deternuned and declared that (1) the Series 2009C Bonds are issued on a parity of lien with the Series 2004E Bonds, Series 2006C Bonds and Series 2008D Bonds pursuant to Section 6.01(B) of the General Resolution to finance rehabilitation projects to the City's sewer system, including major sewer repairs, tunnel repairs and stormwater quality improvements, and (2) the Series 2009C Bonds meet the requirements to be parity bonds, as further set forth in paragraph 31. Capitalized terms used in this resolution which aze not defined herein but which aze defined in the General Resolution shall have the meanings given such terms in the Generai Resolution. 2. Acceptance of Prouosal. The proposal of Piper Jaffray & Co. ( the "Purchaser") to purchase the $9,000,000 Sewer Revenue Bonds, Series 2009C, of the City (the "Series 2009C Bonds" 2348356v3 09-541 or "Bonds", or individually a"Series 2009C Bond" or "Bond"), in accordance with the Terms of 2 Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the Bonds the sum 3 of $9,065,840.70, plus interest accrued to settlement, is hereby found, deternuned and declared to be the 4 most favorable proposal received and is hereby accepted for Bonds in the principal amount of 5 $9,�00,000 for a purchase price of $9,065,840.70, plus interest accrued to settlement, and the Bonds are 6 hereby awazded to the Purchaser. The Director, Office of Financial Services, or her designee, is d'uected 7 to retain the deposit of the Purchaser and to forthwith return to the others making proposals the'u good 8 faith checks or drafts. 10 11 12 13 14 15 16 17 18 19 3. Title; Original Issue Date: Denominations; Maturities. The Bonds shall be titled "Sewer Revenue Bonds, Series 2009C", sha11 be in the aggregate principal amount of $9,OOQ000, shall be dated June 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 pazagraph 7, sha11 be in the denomination of $5,000 each or in any integral muliiple thereof of a single maturity. The Bonds shall mature on June 1 and December 1, which combination of seminnnual principal payment dates differ from the standard December 1 date provided in Section 2.08 of the General Resolution but is permitted to be specified in this Supplemental Resolution No. 6, on the dates and in the amounts as follows: Date 3une 1, 2010 December 1, 2010 June 1, 2011 December 1, 2011 June 1, 2012 December 1, 2012 June 1, 2013 December 1, 2013 June 1, 2014 December 1, 2014 June 1, 2015 December 1, 2015 June 1, 2016 December 1, 2016 June 1, 2017 December 1, 2017 Amount $ 50,000 195,000 195,000 195,000 195 200,000 200 200,(10� 200,000 205,000 205,000 210,000 210,000 215,000 215,000 220,000 Date June 1, 2018 December 1, 2018 June 1, 2019 December 1, 2019 June 1, 2020 December 1, 2020 7une 1, 2021 December 1, 2021 June 1, 2022 December 1, 202� June 1, 2023 December 1, 2023 June 1, 2024 December 1, 202.A December 1, 2026 December 1, 2028 Amount $ 220,000 225,000 230,000 230,000 235,000 240,OG0 245,000 250,000 250,000 255,000 260,000 2b5,000 270,000 275,000 1,170,000 1,270,000 20 The above maturity schedule differs from the schedule in the Terms of Proposal as to term bonds. 21 4. Purpose. The Bonds shall provide funds for rehabilitation projects to the City's 22 sewer system, including major sewer repairs, tunnel repairs and stormwater quality improvements (the 23 "Tmprovements"). 2348356v3 4 09-541 1 5. Interest. The Bonds shall beaz interest payable semiannually on June 1 and 2 December 1 of each year as provided in Section 2.08 of the General Resolution (each, an"Interest 3 Payment Date"), commencing December 1, 2009, calculated on the basis of a 360-day year of twelve 4 30-day months, at the respective rates per annum set forth opposite the maturity dates as follows: Maturitv Date June 1, 2010 December 1, 2010 June 1, 2011 December 1, 2011 7une l, 2012 December 1, 2012 June 1, 2013 December 1, 2013 June 1, 2014 December 1, 2014 June 1, 2015 December 1, 2015 June 1, 2016 December 1, 2016 June 1, 2017 December 1. 2017 Interest Rate 2.00%a 2.00 2.00 2.00 2.00 2.00 2.00 2.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 Mariaritv Date June 1, 2018 December 1, 2018 June 1, 2019 December 1, 2019 June 1, 2020 December 1, 2020 June 1, 2021 December 1, 2021 June 1, 2022 December 1, 2022 June 1, 2023 December 1, 2023 June 1, 2024 December 1, 202A December 1, 2026 December I, 2028 Interest Rate 3.00% 3.00 4.00 4.00 4.00 4.00 4.00 4.00 4.J0 4.00 4.00 4.00 A.00 4.00 4.00 4.00 5 6. Description of the Global Certificates and Global Book-Entry System. 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 accordance with (and as provided in, and with the force 9 and effect provided in) Sections 2.01 and 2.11 of the General Resolution. 10 11 12 13 14 15 16 7. Tmmobilization of Global Certifacates by the Depositorv; Successor Depository; R�lacement 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 represenUng all of the Bonds with the Depository or its agent, subject to the possible issuance later of Replacement Bonds, all in accordance with (and as provided by, and with the force and effect provided in) Section 2.12 of the General Resolution. 8. Redem ��tion. 17 (a) Ovtional Redemntion. All Bonds maturing after June 1, 2019, shall be subject to 18 redemption and prepayment at the option of the City on such date and on any day thereafter at a price of 19 paz plus accrued interest. Redemption may be In whole or in part of the Bonds subject to prepayment. 20 If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of maturity and in 21 such amount per maturity as the City shall deternune (treating amounts scheduled for mandatory 22 redempUon as maturities); and if only part of the Bonds having a common maturity date are called for 23 prepayment, the Global Certificates may be prepaid in $5,000 increments of principal and, if applicable, 24 the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond Registrar. 2348356v3 5 09-541 (b) Scheduled Mandatorv RedemDtion. Term Bonds maturing on December 1, 2026, aze subject to redemption and prepayment at a price of par plus accrued interest, without premium, on the dates and in the amounts set forth below: Date June 1, 2025 December 1, 2025 3une 1, 2026 December 1, 2026 10 11 12 13 14 15 16 17 Amount $285,000 290,000 295,000 300,000 (Maturity) Term Bonds maturing on December 1, 2028, aze subject to redemption and prepayment at a price of par plus accrued interest, without premium, on the dates and in the amounts set forth below: Date Amount June 1,2027 $305,000 December 1, 2027 315,000 7une 1, 2028 320,000 December 1, 2028 330,000 (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 after the redemption date. 18 (d) Notation on Global Certificate. IIpon a reduction in the aggregate principal amount of a 19 Global Certificate, the Holder may make a notation of such redemption on the panel provided on the 20 Global Certificate stating the amount so redeemed, or may return the Global Certificate to the Bond 21 Registraz in exchange for a new Global Certificate authenUcated by the Bond Registrar, in proper 22 principal amount. Such notation, if made by the Holder, shall be for reference only, and may not be 23 relied upon by any other person as being in any way deternunative of the principal amount of such 24 Global Certifacate outstanding, unless the Bond Registrar has signed the appxopriate column of the 25 panel. 26 (e) Selection of Replacement Bonds. To effect a partial redemption of Replacement Bonds 27 having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to 28 each Replacement Bond having a common maturity date a distinctive number for each $5,000 of the 29 principal amount of such Replacement Bond. The Bond Registrar shall then select by lot, using such 30 method of selection as it shall deem proper in its discretion, from the numbers so assigned to such 31 Replacement Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount 32 of such Replacement Bonds to be redeemed. The Replacement Bonds to be redeemed shall be the 33 Replacement Bonds to which were assigned numbers so selected; provided, however, that only so much 34 of the principal amount of each such Replacement Bond of a denomination of more than $5,000 shall be 35 redeemed as shall equal $5,000 for each number assigned to it and so selected. 36 (� Partial Redemntion of Replacement Bonds. If a Replacement Bond is to be redeemed 37 only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registraz so requires, 38 a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the 39 Holder thereof or his, her or its attorney duly autharized in writing) and the City shall execute (if 2348356v3 09-541 1 necessary) and the Bond Registraz shall authenticate and deliver to the Holder of such Replacement 2 Bond, without service charge, a new Replacement Bond or Bonds of the same series having ihe same 3 stated maturity and interest rate and of any authorized denomination or denominations, as requested by 4 such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the 5 principal of the Bond so surrendered. 6 (g) Request for Redemption. The Bond Registraz shall call Bonds for redemption and 7 payment as herein provided upon receipt by the Bond Registrar at least forry-five (45) days prior to the 8 redemption date of a request of the City, in written form if the Bond Registrar is other than a City 9 officer. Such request shall specify the principal amount of Bonds to be called far redemption and the 10 redemption date. 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 (h) Notice. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give written notice in the name of the City of its intention to redeem and pay such Bonds at the office of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be redeemed, at the address appearing in the Bond Register. All noUces of redemption shall state: (i) (ii) The redemption date; The redemption price; (iii) If less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed; (iv) That on the redemption date, the redemption price will become due and payable upon each such Bond, and that interest thereon shall cease to accme from and after said date; and (v) The place where such Bonds are to be surrendered for payment of the redemption prace (which shall be the office of the Bond Registrar). 26 (i) Notice to Depositorv. Notices to The Depository Tmst Company or its nominee shall 27 contain the CUSIP numbers of the Bonds. If there aze any Holders of the Bonds other than the 28 Depository or its nominee, the Bond Registru shall use its 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 othex Holders. 30 9. Bond Re ig strar. As provided in Section 2.03 of the General Resolution, the 31 Treasurer of the City is appointed to act as bond registrar and trans£er agent with respect to the Bonds 32 (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed. A 33 successor Bond Registrar sha11 be an officer of the Ciry or a bank or trust company eligible fbr 34 designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may be appointed 35 pursuant to any contract the City and such successor Bond Registrar shall execute which is consistent 36 herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent 37 is duly appointed. Principal and interest on the Bonds shall be paid to the Holders (or record holders) of 38 the Bonds in the manner set forth in the forms of Bond and pazagraph 15. 2348356v3 7 09-541 10. Forms of Bond The Bonds shall be in the form of Global Certificates unless and until Replacement Bonds are made available as provided in pazagraph 7, all pursuant to Sections 2.01, 2.14 and 2.17 of the General Resolution. Each form of bond may contain such additional or different terms and provisions as to the form of payment, record date, notices and other matters as aze consistent with the I.etter of Representations and approved by the City Attomey. A. Global Certificates. The Global Certificates, rogether with the Bond Registrar s Certificate of Authentication, the Certificate of Registration, the Register of Partial Payments, form of Assignment and the registration information thereon, shall be in substantially the following form and may be typewritten rather than printed: 2348356v3 09-541 � UNTiBD STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CTTY OF SAINT PAUL � INTEREST RATE 1, _ June 1, 2Q09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 REGISTERED OW�3ER: PRINCIPAL AMOUNT: SEWER REVENLJE BOND, SERIES 2009C MATURTI'Y DATE OF DATE ORIGINAL ISSUE Qi7�fs�:�y CUSIP KNOW ALL PERSONS BY THESE PRESENTS that the City of Sair.t Paul, Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises to pay to the registered owner specified above or on the certificate of registration below, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless calied for eazlier redemption, and to pay interest thereon semiannually on Tune 1 and December 1 of each year (each, an "Interest Payment Date"), commencing December 1, 2009, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) unUl 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 hereof. The principal of and premium, if any, on this Bond are payable in same- day funds by 2:30 p.m., Eastem time, upon presentation and surrender hereof at the principal office of in , Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the IssueT; provided, however, that upon a partial redemption of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion be paid without presentation of this Bond, which payment shall be received no later than 2:30 p.m., Eastern time, and may make a notation on the panel provided herein of such redemption, stating the amount so redeemed, or may return the Bond to the Bond Registrar in exchange for a new Bond in the proper principal amount. Such notaGion, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of this Bond outstanding, unless the Bond Registrar has signed the appropriate 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 time, to the person in whose name this Bond is registered (the "Holder" or "Bondhoider") 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 calendaz month next preceding such Interest Payment Date (the "Regular Record Date"). Interest payments shall be 2348356v3 09-541 4 5 0 received by the Holder no later than 2:30 p.m., Eastern time; and principal and premium payments shall be received by the Holder no later than 2:30 p.m., Eastern time, if the Bond is surrendered for payment enough in advance to pertnit payment to be made by such time. Any interest not so timely paid shall cease to be payabie 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 Aate") 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. T`he principal of and premium, if any, and interest on this Bond are payable in lawful money of the IInited 5tates of America. 10 Date of Pavment Not Business Day. If the date for payment of the principal of, premium, 11 if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking 12 institutions in the City of New York, New York, or the city where the principal office of the Bond 13 Registraz 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 Optaonal Redemprion. All Bonds of this issue (the "Bonds") maturing af'ter 7une 1, 2019, 18 are subject to redemption and prepayment at the option of the Issuer on such date and on any day 19 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds 20 subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such 21 order of maturity and in such amount per maturity as the City shall determine (treating amounts 22 scheduled for man3atory redemption as maturities); and if only part of the Bonds having a common 23 maturity date aze called for prepayment, this Bond may be prepaid in $5,000 increments of principal. 24 Scheduled Mandatorv Redemption. The Bonds maturing on December 1, 2026, are 25 subject to redemption and prepayment at a price of par plus accrued interest, without premium, on the 26 dates and in the amounts set forth below: 27 28 29 30 31 32 33 34 35 36 37 38 Date Amount June 1, 2025 $285,000 December 1, 2025 290,000 June 1, 2026 295,000 December l, 2026 300,000 (Maturity) The Bonds maturing on December 1, 2028, are subject to redemption and prepayment at a price of par plus accrued interest, without premium, on the dates and in the amounts set forth below: Date June 1, 2027 December 1, 2027 June 1, 2028 December 1, 2028 2348356v3 Amount $305,000 315,000 320,000 330,000 (Maturity) 10 09-541 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 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 after the redemption date. Notice of Redemption. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Hoider of the Bonds. In the event any of the Bonds aze cailed for redemption, written notice thereof will be given by first class mail mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used. Replacement or Notation of Bonds after Partial Redemotion. Upon a par[ial redemption of this Bond which results in the stated aznount hereof being reduced, the Holder may in its discretion make a notatioa on the panel provided herein of such redemption, stating the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way deternunative of the principal amount of the Bond outstanding, unless the Bond Registraz 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 instrument of transfer in form satisfactory to the Issuer and Bond Registraz duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the same series having the same stated maturity and interest rate and of the authorized denomination in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so sunendered. Issuance: Pur�ose; Securi�. This Bond is one of an issue in the total principal amount of $9,OOQ000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on May 24, 1988 (the "General Resolution"), as suppiemented on May 2Q 2009 (the "Supplemental Resolution") (collectively, the "Resolution"), for the purpose of providing, together with certain other moneys of the Issuer, funds for rehabilitation projects to the City's sewer system. This Bond has been issued to aid in 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 EnterQrise Fund, to which have been pledged revenues of the Issuer's Sewer System. The Bonds and the interest thereon are payable solely and exclusively from the Revenues (as defined in the Resolution) of the Sewer System of the Issuer pledged to the payment thereof, and sums held in a Reserve Fund, and do not constitute a debt of the Issuer within the meaning of any constitutional, Charter or statutory limitation of indebtedness. In the event of any default hereunder, the Holder of this Bond may exercise any of the rights and privileges granted by the laws of the State of Minnesota subject to the provisions of the Resolution. The Bonds of this issue aze secured by a first and prior 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 $6,300,000 Sewer Revenue Bonds, Series 2004E, $7,040,000 Sewer Revenue Bonds, Series 2006C, and $23,735,000 Sewer Revenue Bonds, Series 2008D. The Issuer is authorized under certain conditions to issue additionai revenue obligations on a parity of lien witti these Bonds, all as provided in the Resolution. The Bonds of this series and any other revenue obligations hereafter issued on a parity therewith aze referred to herein as the "Parity Bonds". All other capitalized terms used but not defined herein have the meanings assigned to those terms in the Resoluuon. 2348356v3 1 1 09-541 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 Holders. For the purposes of all actions, consents and other matters affecting Holders of Bonds issued under the Resolution, the Issuer may (but shall not be obligated to) treat as Holders of Bonds the owners of beneficial interests in any Bond as shown by the certificate of the person or entity in whose name (or in whose nominee name) such Bond is registered. Otherwise, the Issuer may treat the Holder in whose name (or in whose nominee name) a Bond is registered as the owner of all the interest therein. 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 Resolutioa 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 fhereof, at the time and place, from the source and in the manner provided in the Bonds. Denominations; Exchange; Resolution. The Bonds are issuable originally only as Global Certificates in the denomination of the entire principal amount of the issue maturing on a single date, or, if a portion of said principal is prepaid, said principal amount less the prepayment. Global Certificates aze not exchangeable for fully registered bonds of smaller denozninations except to evidence a partial prepayment or in exchange for Replacement Bonds if then availabie. Replacement Bonds, if made available as provided below, 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. 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 Hoiders of not less than sixty percent (60%) in aggregate principal amount of a11 such Bonds thea 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, ar(c} which preserve the exclusion from gross income of interest on the Tas-Exempt Bonds under Section 103 of the Intemal Revenue Code of 1986, as amended, or (d) which are reasonably necessary to preserve the rating then in effect for any or all series of Bonds then outstanding, or to obtain an investment grade rating for a series of Additional Bonds, ar to obtain a Credit Facility for the benefiC of the Holders of a11 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 pernut or be construed as pernutting (1) an extension of the maturity of the principal of or the interest on any Bonds, or (2) a reduction in the principal amount of any Bond or the rate of interest thereon, or (3) a privilege of priority of any Bond or Bonds over any other Bond or Bonds except as otherwise provided in the Resolution, or (4) a reduction in the aggregate principal amount of Bonds required for consent to any change, amendment, modification or alteration, or (5) the creation of any lien ranking prior to or on a parity with the lien of the Bonds, except as expressly permitted by the 2348356v3 IZ 09-541 1 Resolution as supplemented, or (6) a modification of any of the provisions of this paragraph, without the 2 consent of the Holders of one hundred percent (100%) of the principal amount of all Bonds outstandina. Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event that: 4 (a) the Depository shali resign or discontinue its services for the Bonds, and the 5 Issuer is unable to locate a substitute depository within two (2) months following the resignation 6 or deternunation of non-eligibility, or 7 (b) upon a detemunation by the Issuer in its sole discretion that (1) the continuation 8 of the book-entry system described in the Resolution, which precludes the issuance of certificates 9 (other than Global Certificates) to any Holder other than the Depository (or its nominee), might 10 adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best 11 interest of the bene�icial owners of the Bonds that they be able to obtain certificated bonds. 12 Transfer. This Bond shall be reg3stered in the name of the payee on the books of the 13 Issuer by presenting this Bond for registration to the Bond Registrar, who wiil endorse his, her or its 14 name and note the date of registration opposite the name of the payee in the certificate of registration 15 attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed 16 by the Holder or his, her or its legal representatives, and the Issuer and Bond Registrar may treat the 17 Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this 18 Bond is presented with such assignment far registration of transfer, accompanied by assurance of the 19 nature provided by law that the assignment is genuine and effective, and �ntil such transfer is registered 20 on said books and noted hereon by the Bond Registrar, all subject to the terms and conditions provided 21 in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice 22 tq the Bond Registrar. Transfer of this Bond may, at the direction and expense of the Issuer, be subject 23 to certain other restrictions if required to qualify this Bond as being "in registered form" within the 24 meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended. 25 Fees upon Transfer or L,oss. The Bond Registrar may require payment of a sum 26 sufficient to cover any taY or other governmental charge payable in connection with the transfer or 27 exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. 28 Treatment of Reeistered Owner. The Issuer and Bond Registraz may treat the person in 29 whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein 30 provided (except as otherwise provided with respect to the Record Date) and for all other purposes, 31 whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar sha11 be 32 affected by notice to the contrary. 33 Authentication. This Bond shall not be valid or become obligatory for any purpose or be 34 entitled to any security unless the Certificate of Authenucation hereon shall have been executed by the 35 Bond Registrar. 36 Not Oualified TaY-Exempt Obligauons. The Bonds have not been designated by the 37 Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal Internal 38 Revenue Code of 1986, as amended. The Bonds do not qualify for such designation. 2348356v3 13 09-541 1 TT IS HEREBY CER'TIFIED AND RECTTED that all acts, conditions and things 2 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, 3 to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have 4 happened and have heen performed, in reb lar and due form, time and manner as required by law; that 5 ttus Bond, together with all other debts of the Issuer outstanding on tt�e date of original issue hereof and 6 on the date of its issuance and delivery to the originai purchaser, does not exceed any constitutional or 7 statutory or Charter limitation of indebtedness; and that the Issuer will establish rates and charges for the 8 service furnished by its Sewer System sufficient in amount to prompfly meet the principal and interest 9 requirements of this issue. 2348356v3 14 09-541 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 sia ature 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. � Date of Registration BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Sond Registrar � Registrable by: Payable at: CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA Mayor Attest: City Clerk Authorized Signature 7 8 9 10 11 12 13 14 15 lb 17 18 19 (SEAL) Countersigned: Director, Office of Financial Services Sewer Revenue Bond, Series 2009C, No. R-_ 234S356v3 15 09-541 CERTIFICATE OF REGISTRATION 3 The transfer of ownership of the principal amount of the attached Bond may be made only by the 4 registered owner or his, her or its legal representative last noted below. DATE OF REGISTRATION SIGNA'TtJRE OF BOND REGISTRAR 2348356J3 16 09-541 2 REGISTER OF PAR'ITAL PAYMENTS 3 The principal amount of the attached Bond has been prepaid on the dates and in the amounts noted 4 below: Date Amount Bondholder Bond Resistrar 6 If a notation is made on this register, such notation has the effect stated in the attached Bond. Partial 7 payments do not require the presentation of the attached Bond to the Bond Registrar, and a Holder could 8 fail to note the partial payment here. 2348356v3 17 09-541 1 2 3 4 5 6 7 8 9 10 11 12 13 I•\:33C��7y�Li7�(. The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in fu11 according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) under the _ (Minor) Uniform Transfers to Minors Act (State) 2348356v3 Additional abbreviations may also be used though not in the above list. � 09-541 ASSIGNMENT 2 For value received, the undersib ed hereby sells, assigns and transfers unto the attached Bond and 4 does hezeby irrevocably constitute and apgoint 5 attorney to transfer the Bond on the books kept for the registration thereof, 6 with full power of subsritution in the premises. 7 Dated: 8 Notice: The assignor's signature to this assignment must correspond with 9 the name as it appeazs upon the face of the attached Bond in every 10 particular, without alteration or any change whatever. 11 12 13 14 15 16 17 18 19 20 21 22 Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: 2348356v3 (Include information for a11 joint owners if the Bond is held by joint account.) l9 09-541 1 B. Re�lacement Bonds. If the City has notified Holders of the Bonds that 2 Replacement Bonds have been made available as provided in 3ection 2.12 of the General Resolution, 3 then for every Bond thereafter transferred or exchanged (including an exchange to reflect the partial 4 prepayment of a Global Certificate and previously exchanaed for Replacement Bonds) the Bond 5 Registrar shall deliver a certificate in the form of the Replacement Bond rather than the Global 6 Certificate, but the Holder of a Global Certificate shall not otherwise be required to exchange the Global 7 Certificate far one or more Replacement Bonds since the City recognizes that some beneficial owners 8 may prefer the convenience of the Depository's registered ownership of the Bonds even though the 9 entire issue is no longer required to be in global book-entry form. The Replacement Bonds, together 10 with the Bond Registraz's Certificate of Authentication, the form of Assignment and the registration ll information thereon, shall be in substantially the following form, with paragraphs identical to those of 12 the form of Globai Certificate stated by heading or initial text only: 2348356v3 2,� 09-541 2 3 4 5 R- 6 7 8 9 INTEREST RATE 10 11 12 REGISTERED OWNER: 13 PRINCII'AL AMOUNT: 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 Isi]�Jr ��y CUSII' K1VOW 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 maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on June 1 and December 1 of each yeaz (each, an "Interest Payment Date"), commencing December 1, 2009, 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 hereof. The principat of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , in , (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is regisYered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Sond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendaz month next preceding such Interest Payment Date (the "Regulaz Record Date"). Any interest not so timely paid shall 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 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 o£ and premium, if any, and interest on ttus Bond are payable in lawful money of the United States of America. UNIT'ED STAT'ES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY C1TY OF SAINT PAUL SEWER REVENUE BOND, SERIES 2Q09C MATURTI'Y DATE OF DAT'E ORIGINAL ISSUE 1, _ June 1, 2009 2348356v3 21 r�i - 1 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS 2 BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SFIALL FOR ALL 3 PLTRPOSES HAVE TF� SAME EFFECT AS IF SET FORTH HERE. � IT IS HEREBY CERTIFIED AND RECTTED .... 5 IN WTI'NESS WHEF2EOF, 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 sianature 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'5 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Payable at: Registrable by: CTI'Y OF SAINT PAUL, RAMSEY COiTNTY, MINNESOTA Mayor Attest: Bond Registraz � Authorized Signature City Clerk Countersigned: 10 2348356v3 Director, Office of Financial Services 22 09-541 ON REVERSE OF BOND Date of Pavment Not Business Dav. 3 O�tional Redemption. All Bonds of this issue (the "Sonds") maturing after June 1, 2019, 4 aze subject to redemption and prepayment at the option of the Issuer on such date and on any day 5 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds 6 subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such 7 order of maturity and in such amount per maturity as the City shall deternune (treating amounts 8 scheduled for mandatory redemption as maturities); and if only part of the Bonds having a common 9 maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the 10 Bond Registraz. 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Scheduled Mandatorv Redemrotion. Due Date. Notice of Redemption. Selection of Bonds for Redemotion. 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 method of selection as it shall deem proper In its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each 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 instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessazy) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series 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 sunendered. Issuance; Pumose; Security. Holders. Action bv Holders. 33 Denominations; Exchange; Resolution. The Bonds aze issuable solely as fully registered 34 bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are 35 exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal 36 amounts at the principai office of the Bond Registrar, but only in the manner and subject to the 37 limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of 2348356v3 2.3 09-541 1 the rights and duties of the Bond Registraz. Copies of the Resolution aze on file in the principal office of 2 the Bond Registraz. 3 Modification of Resolution 4 Transfer. This Bond is transferable by the Holder in person or by his, her or its attomey 5 duly authorized in writing at the principal office of the Bond Registraz upon presentation and surrender 6 hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to 7 reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar. 8 Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange 9 for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in 10 blank or to "bearer" or similaz designation), of an authorized denomination or denominations, in 11 aggregate principal amount equai to the principal amount of this Bond, of the same maturity and beazing 12 interest at the same rate. 13 Fees upon Transfer or Loss. 14 Treatment of Reeistered Owner. 15 Authentication 16 Not Qualified Ta�-Exempt Obli�ations. 17 18 ABBREVIA'I'IONS 2348356v3 24 09-541 ASSIGNMENT 2 For value received, the undersigned hereby sells, assigns and transfers unto 3 the within Bond and 4 does hereby inevocably constitute and appoint 5 attomey to transfer the Bond on the books kept for the registration thereof, 6 with full power of substitution in the premises. 7 8 Notice: The assignoi s signature to this assignment must correspond with 9 the name as it appeazs upon the face of the within Bond in every 10 particular, without alteration or any change whatever. 11 Signature Guaranteed: 12 13 Signature(s) must be guazanteed by a national bank or trust company or by a brokerage firm having a 14 membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined 15 in 17 CFR 240.17Ad-15(a)(2). 16 17 The Bond Registrar will not effect transfer of this Bond unless the information 18 concerning the transferee requested below is provided. 19 I�ame and Address: 20 21 22 (Include information for all joint owners 23 the Bond is heid by joint account.) 2348356v3 Z�J 09-541 1 11. Execution. As provided in Section 2.04 of the General Resolution, the Bonds 2 shall be executed on behalf of the City by the signatures of its Mayor, Clerk and Director, Office of 3 Financial Services, each with the effect noted on the forms of the Bonds, and be sealed with the seal of 4 the City; provided, however, that the seal of the City may be a printed or photocopied facsimile; and 5 provided further that any of such signatures may be printed or photocopied facsimiles and the corporate 6 seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other 7 absence of any such officer, the Bonds may be signed by ihe manual or facsimile signature of that 8 officer who may act on behalf of such absent or disabled officer. In case any such officer whose 9 signature or facsimile of whose signature shall appeaz on the Bonds shall cease to be such officer before 10 the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all 11 puiposes, the same as if he or she had remamed in office until delivery. 12 12. Authentication; Date of Registration. As provided in Secuon 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, sha11 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 ln 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 sha11 insert as the date of registration the date of 21 original issue, which date is June 1, 2009. The Certificate of Authentication so executed on each Bond 22 shall be conclusive evidence that it has been authenticated and delivered under this resolution. 23 13. ReeisnaUOn; Transfer: Exehange. 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 sha11 provide for the registraUon 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. Riehts Unon Transfer or Exchan�e. As provided in 5ection 2.07 of the General 31 Resolution, each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall 32 cany all the rights to interest accrned and unpaid, and to accrue, which were carried by such other Bond. 33 15. Tnterest Payment; Record Date. As provi3ed in Section 2.08 of the General 34 Resolution, interest on any Global Certificate sha11 be paid as provided in the first pazagraph 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 appeazing thereon at 38 the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest 39 Payment Date (the "Reb lar 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 Regulaz Record Date, and shall be payabie 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 234S356v3 2,6 09-541 of the Special Record Date shall be given by the Bond Registraz to the Holders not less than ten (10) days prior to the Special Record Date. 16. Aolders; Treatment of Reeistered Owner, Consent of Holders. Section 2.09 of the General Resolution shall apply to the Bonds. 17. Deliverv; Application of Proceeds. The Global Certificates when so prepared and executed shall be delivered by the Director, Office of Financial Services, to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 8 18. Fund and Accounts. There has heretofore been created, by the General 9 Resolution, a special fund of the City designated the "Sewer Service Enterprise Fund" (the "Fund"). The 10 Fund shall continue to be operated as provided in the General Resolution, except as provided herein. 11 The Fund shall be maintained as provided in the General Resolution, especially Article IV thereof, 12 except as modified herein, and in the manner herein specified unlil all of the Bonds and the interest 13 thereon have been fully paid. 14 (i) Construction Account Into the Construction Account established by 15 Section 4.02 of the General Resolution, specifically a sepazate subaccount established for 16 the Bonds, shall be paid the proceeds from the sale of the Bonds, less (a) $693,300 to be 17 deposited in the Reserve Account, (b) $160,340.70 of the premium and unused discount, 18 and (c) accrued interest paid by the Purchaser upon delivery. From the Construction 19 Account, specifically said separate subaccount, shall be paid or reimbursed all costs of 20 the ImprovemenCS defined in paragraph 4 of this resolution, including legal, engineering, 21 financing and other expenses incidental thereto. There sha11 also be paid from the 22 Construction Account, specifically said separate subaccount, the costs of issuance of the 23 Bonds. The provisions of Section 4.02 of the General Resolution apply as to transfers, 24 excess moneys, deposits, earnings and Excess Eaznings. 25 (ii) Debt Service. Debt service on the Bonds shall be paid as provided in the 26 General Resolution, and payments into the Revenue Bond Debt Service Account with 27 respect to the Bonds shall commence in the month of June, 2009. For 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 Reserve Requirement. 33 As provided in Section 5.02 of the General Resolution, no portion of the proceeds of the 34 Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds 35 which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable 36 temporazy period untii such proceeds aze needed for the purpose for which the Bonds were issued, (2) as 37 part of a reasonably required reserve or replacement fund not in excess of ten percent (10%) of the 38 proceeds of the Bonds (ar in a higher amount wkuch the City establishes is necessary to the satisfaction 39 of the 5ecretary of the Treasury of ihe United States), and (3) in addition to the above in an amount not 40 greater than $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in 2348356v3 27 o9-sa i 1 the Fund (or any other City account which will be used to pay principal or interest to become due on the 2 Bonds) in excess of amounts which under then-applicable federal azbitrage regulations may be invested 3 without regazd as to yield shall not be invested at a yield in excess of the applicable yield restrictions 4 imposed by said azbitrage rea lations on such investments after taking into account any applicable 5 "temporary periods", "minor portion" or reserve made available under the federal azbitrage regulations. 6 In addition, the proceeds of the Bonds and money in the Fund shali not be invested in obligations or 7 deposits issued by, guazanteed by or insured by the United States or any agency or instrumentality 8 thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" 9 within the meaning of Section 149@) of the federal Intemal Revenue Code of 1986, as amended (the 10 "Code"). 11 19. Parity Bonds. To provide moneys for payment of the principal and interest on the 12 Bonds, there is hereby pledged to the payment of the Bonds as "Additional Bonds" under the General 13 Resolution all those items pledged to the payment of Bonds in the General Resolution. The covenants 14 made in Article V of the General Resolution shall apply to the Bonds, except that paragraph 30 shall 15 control and override Section 5.05 of the General Resolution. As provided in Section 5.05 of the General 16 Resolution, each and ali of the terms and provisions of this resolution shall be and constitute a wvenant 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 Generat Resolution. Suits by Bondholders, 19 amendments and dischazge shall be governed by Article VII of the General Resolution. 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 20. General Obli�ation Bonds and Notes: Priority; Sufficiencv Finding. The General Obligation Bonds and Notes are hereby confirmed to have a priority of lien on Revenues subordinate to the priority of lien of the Bonds, specifically the pxiority derived from their pledge of Revenues in the sixth use at Section 4.03(A) of the General Resolution. Pursuant to paragraph 18 of the resolution authorizing the City's General Obligation Sewer Revenue Bonds, Series 1998E, and paragraph 10 of each of the other resolutions authorizing the General Obligation Bonds and Notes, the Bonds shall have a lien cn Revenues that is superior to the General Obligation Bonds and Notes, specifically the priority derived from the pledge to the Bonds of Revenues in the first use at Section 4.03(A) of the General Resolution. As required by said pazagraphs 18 and 10, the City Council hereby finds, deternunes and declazes that estimated Revenues of the Sewer System will be sufficient, with other sources and used in the order of the General Resolution, for payment of the General Obligation Bonds and Notes and the Bonds. 2L [Reserved.] 22. Funded Reserve Account. The Reserve Requirement for the Bonds is $693,300. This amount shall be transferred to the Reserve Account from the proceeds of the Bonds. 35 23. Records and Certificates. As provided in Section 7.05 of the General Resolution, 36 the officers of the City aze hereby authorized and directed to prepaze and furnish to the Purchaser, and to 37 the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and 38 records of the City relating to the Bonds and to the financial condition and affairs of the City, and such 39 other affidavits, certificates and information as are required to show the facts relating to the legality and 40 marketability of the Bonds as the same appear from the books and records under their custody and 41 control or as otherwise known to them, and all such certified copies, certificates and affidavits, including 42 any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 2348356v3 Zc4 09-541 1 24. Negative Covenants as to Use of Proceeds and Im�rovements. As provided in 2 Section 5.03 of the General Resolution, the City hereby covenants not to use the proceeds of the Bonds 3 or to use the improvements financed with the proceeds of the Bonds, or to cause or permit them or any 4 of them to be used, or to enter into any deferred payment arrangements for the cost of such 5 improvements, in such a manner as to cause the Bonds to be "private activity bonds" witlun the meaning 6 of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be 7 taken over the term of the Bonds that would cause them to be private activity bonds, and the average 8 term of the Bonds is not longer than reasonably necessary for the govemmental purpose of the issue. 9 The Ciry hereby covenants not to use the proceeds of the Bonds in such a manner as to cause the Bonds 10 to be "hedge bonds" within the meaning of Section 149(g) of the Code. 11 25. TaY-Exempt Status of the Bonds; Rebate; Elections. As provided in Section 5.04 12 of the General Resolution, the City shall comply with requirements necessazy under the Code to 13 establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on 14 the Bonds, including without limitation requirements relating to temporary periods for investments, 15 limitations on amounts lnvested at a yield greater than the yield on the Bonds, and the rebate of excess 16 investment earnings to Che United States. 17 The City expects that the two-yeaz expenditure exception to the rebate requirements may 18 apply to the construction proceeds of the Bonds. 19 If any elections are availabie now ar hereafter with respect to arbitrage or rebate matters 20 relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of 21 them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or 22 desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated 23 as, elecfions of the City. 24 26. No Designation of Oualified Ta�c-Exempt Oblieations. The Bonds, together with 25 other obiigations issued by the City in 2008, exceed in amount those which may be qualified as 26 "qualified tas-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and hence are 27 not designated for such purpose. 28 27. L,etter of Representations. The Letter of Representations for the Bonds is hereby 29 confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1496, by the City and 30 received and accepted by The Depository Trust Company. So long as The Depository Trust Company is 31 the Depository or it or its nominee as the Holder of any Global Certificate, the City shall comply with the 32 provisions of the Letter of Representations, as it may be amended or supplemented by the City from 33 time to time with the agreement ar consent of Tfie Depository Trust Company. 34 28. Ne�otiated Sale. The City has retained 5pringsted Incorporated as an independent 35 financial advisor, and this Council has heretofore deternuned, and does hereby detemune, to sell the 36 Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(9). 37 29. Continuing Disclosure. The City is an obligated person with respect to the Bonds. 38 The City hereby agrees, in accordance with the provisions of Rule lSc2-12 (the "Rule"), promulgated by 39 the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act 2348356v3 29 09-541 1 of 1934, as amended, and a Continuing Disclosure Under[aking (the "Undertaking") hereinafter 2 described, to: 3 A. Provide or cause to be provided to each nationally recognized municipal securities 4 information repository ("NRMSIl2") and to the appropriate state information depository ("SID"), 5 if any, for the State of Minnesota, in each case as designated by the Commission in accordance 6 with the Rule, certain annual financial information and operating data in accordance with the 7 Undertaking. The City reserves the right to modify from time to time the terms of the 8 Undertaking as provided therein. 9 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSTR or to the 10 Municipai Securities Rulemaking Boazd ("MSRB") and (ii) the SID, notice of the occunence of 11 certain material events with respect to the Bonds in accordance with the Undertaking. 12 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the 13 MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information 14 with respect to the City described in the Undertaking. ? 5 The Ciry agrees that its covenants pursuant to the Rule set forth in ti�is puagraph 29 and 16 in the Undertaking aze intended to be for the benefit of the Holders of the Bonds and shall be I7 enforceable on behalf of such Holders; provided that the right to enforce the provisions of these 18 covenants shall be limited to a right to obtain specific enforcement of the City's obligarions undex the 19 covenants. 20 The Mayor and Director, Office of Financial Services, or any other officers of the City 21 authorized to act in their stead (the "Officers"), aze hereby authorized and directed to execute on behalf 22 of the City the Undertaking in substanUally the form presented to the City Council, subject to such 23 modificaCions thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) 24 required by the Purchaser, and (iii) acceptable to the Officers. 25 30. Override of General Resolution. As provided in paragraph 8, prepayment of 26 Series 2008D Bonds other than an inverse order of maturity shall control over the provisions of the 27 General Resolution. 28 The use of accrued interest on the Bonds shall be as provided in paragraph 18, 29 notwithstanding Section 4.04(B)(1) of the General Resolution, and no interest is necessary to be 30 capitalized for purposes of Section 4.04(B)(2) of the General Resolution. 31 Notwithstanding Section 5.05 of the General Resolution, the terms and provisions of this 32 resolution shall be and constitute a covenant on the part of the City to and with only each and every 33 Hoider from time to time of the Bonds. 34 31. Parity Findines. It is hereby found, determined and declazed that: 35 (a) The City does not have any outstanding bonds, warrants, certificates, or other 36 obligations or evidences of indebtedness, or money borrowed for ar on account of the Sewer 37 System or indebtedness for which any of the Revenues of all or a part of the Sewer System have 2348356v3 3Q 09-541 2 3 4 been pledged which aze a prior lien on such Revenues, except the Series 2004E Bonds, Series 2006C Bonds and Series 2008D Bonds. (b) All payments required to be made prior to the date hereof into the various Funds and Accounts established by the General Resolution have been made. 5 (c) The proceeds of the Series 2009C 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 3ewer System for each of the two (2) completed 9 Fiscal Years immediately preceding of the issuance of the Series 2009C Bonds have been at least 10 one and one-quarter (1.25) times, specifically 5.02 and 5.52 times, respectively, the m�imum 11 annual principal and interest coming due after December 1, 2008, on all Bonds (as defined in the 12 General Resolution) having a pariry of lien upon Revenues, including the Series 2009C Bonds 13 proposed to be issued, to wit: 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 Net Revenues 2007 Net Revenues 2008 MaYimum Annual Principal and Interest on the Series 2004E Bonds Maacimum Annual Principal and Interest on the Series 2006C Bonds MaYimum 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 2004E Bonds, Series 2006C Bonds, Series 2008D Bonds and Series 2009C Bonds (COMBINED) One and One-quarter (1.25) Times Total Maximum Annual Principal and Interest Requirements $17,919,584 $19,738,986 $ 454,213 $ 639,675 $1,808,447 $ 693,300 $3,573,179 $4,466,474 This City Council has been furnished with the Certificate of the D'uector, Department of Public Works, attesting to the foregoing facts. (e) This City Council pursuant to advice from the Director, Department of Public Works, hereby finds, deternunes and declares that the estimated Revenues to be derived from the operation of the Sewer System during the term of the Series 2009C Bonds will be more than 2348356v3 31 09-541 sufFicient to provide Net Revenues adequate to pay principal and interest when due on the Series 2009C Bonds and on those other bonds which are now outstanding and to maintain the Reserve Account required therefor. 4 ( fl The Series 2009C Bonds have June 1 and December 1 maturities and have 5 interest payments on June 1 and December 1. 32. Severabilitv. As provided in Section 7.06 of the General Resolution, if any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, pazagraph or provision shall not affect any of the remaining provisions of this resolution. 10 Next page is 35 2348356v3 32. � 09-541 COMPLETIONS AND CONFORMING DETAILS — Aeenda #26 FOR SEWER REVENUE BONDS, SERIES 2009C CF 09-541: GS 3070382 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 counsei for the Bonds shall revise the draft resolufion to read as it should with the completions and details provided here directly or by reference to other materials before this Councii. Spots in the resolution aze 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, DETAIL CdMPLETI0I3S AI3D DETAILS RESOLUTION OR SOURCE (OPTIONAL) 1. Winnine Proposer. Other materials before Whereas C Piper Jaffray this Council indicate the winning proposer, ¶ 2 whose name shall be inserted in whereas C and in pazagraph 2. 2. Princpal Amount. Other materials before Whereas O No change this Council indicate the principai amount ¶ 2 of the Bonds; whereas O shall be revised to Q 3 $9,00O,OOQ conform, the second statement of the Form of Bond principal amount in pazagraph 2 shall be revised to conform if necessary, the principal amount 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 $9,065,840.70 Council indicate the proposed purchase price and, if applicable, the putchase 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 Tezm bonds as follows: Council indicate whether there aze term ¶ 5 bonds. If not, pazagraph 8b and the form of ¶ 8 6/1f25 —12l1/26 $1,170,000 bond shall be revised to state that there aze Form of Bond 6/1/27 —12/1/28 $1,270,000 no term bonds subject to scheduled mandatory redemption and pazagraph 8(a) and the form of bond shall be revised to 2349440v2 09-541 delete the parenthetical about treating amounts scheduled for mandatory redemption as maturities. If so, the maturity schedule in pazagraph 3 shall be revised to conform, and the schedule of maturity dates for interest rates in pazagtaph 5 shall be revised to conform, the text in pazagraph 8(b) and in the form of bond providing for scheduled manda2ory 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 See column 3 of attached Council indicate the interest rates for the schedule on page A-1 maturity dates of the Bonds, and the schedule in pazagraph 5 shali be completed for the maturity dates consistent with term bonds, if any, in conformance therewlth. 6. Reserve Amount. Other materials before ¶ 18 $693,3QO.Q0 this Council indicate the amount of the ¶ 22 reserve for the bonds and to be funded by the bonds and pazagraphs 18(i) and 22 shall be completed in conformance therewith. 7. Premium and Unused Discount. Other ¶ 18 $160,340.70 materials before this Council indicate the amount of premium and unused discount, and paragraph 18(i) sha11 be completed in conformance therewith. 8. Paritv Findings. The City Council has been ¶ 31 Certificate of City Official supplied with a Certificate signed by the Director, Department of Public Works, or Director, Office of Financial Services. The parity coverage facts stated therein shall fill in the blanks in pazagraph 31(d) and the proper official signing such certificate shall be noted in paragraph 31(e). 2349440v2 09-541 E�IIBiT A $9,000,000 City of Saint Paul, Minnesota Sewer Revenue Bonds, Series 2009C Post-Sale Debt Service Date �2/0'I@009 tivovzo�o 12/01/2D11 12/O1/2012 1270'Il2013 12/0'I/2014 t?JOt/20'I5 '12/01/20M16 �2/01/20'17 12/01l2018 1Z01/20'19 �uovzozo 52i01/2021 i ZIO i/2022 '12/01/2023 �uo�rzoza 12/01f2025 1Z01/2026 luovzoz7 12/07/2026 245,000.00 390,000.00 395,000.00 aoo,000.00 405,000.00 415,000.00 425,000.00 435,000.00 445,000.00 460,000.00 475,OD0.00 495,000.00 505,000.00 525,000.00 545,006.00 575,000.00 595,000.00 szo,00a.00 650,000.00 2.000°/0 2.000% 2.000% z.000� 3.000% 3.000°k 3.000°k 3.000% 3.000°h 4.�Q�°h 4.000% 4.000°A, 4.D00% 4.000% a.0o0°l0 4.000% 4.000% a.000^�o 4.000% Interest 309,650.00 303,300.00 295,500.00 za�,sso.00 278,550.00 266,325.00 253,860.00 240,975.00 227,850.00 213.200.0� 194,700.00 175,500.00 155,600.00 135,200.00 '1�4,000.00 91,900.00 68,700.00 aa,�oo.00 19,600.00 3,831,675.00 Total P+I 155,075.00 554,650.00 693,300.00 69D,500.00 687,550.00 683,550.00 681,325.00 678,600.00 675,975.00 672,850.00 673,2�0.00 669,700.00 670,500.00 660,600.00 660,200.00 sss,000.00 sss,soo.00 663,700.00 664,700.00 669,600.00 DSR (4,506.45) (9,012.90) (9,Qt2.9�) (9.0'12.90) (9.012.90) (9.012.90) (9,012.90) (9,012.90) (9,012.90) (9,0'12.90) (9.012.90) (9.012.90) (9,012.90) (9.012.90) (9,012.90) is,o�z.so� �s,aiz.so> (9.012.90) (9,012.90) (702,312.90) Payment 545,637.1( 684,287.tf 68'1,487.11 678,537.'11 674,537.11 672.312.1i 669.787.1 i 666,962.ti 663,837.1� 664,187.1� 660,687.1 667,487.1 651,587.1 651,187.1 sas,saz� ss�,ssz� 654,687.1 sss,saz.� se,ozaox-vo,rlwt � sv✓ctcsuervsr � 5izoiaaos / >a.ss,ur , Springsted A-i 09-541 STATB OF MINNESOTA ) COUNTY OF I2AMSEY ) ss. CITY OF SAINT PAUL ) CERTIFICATE I, the undersigned, being the duly qualified and acting Director, Deparhnent of Public Works, of the City 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"j, by the City Council of the City of Saint Paul, Miuuesota, do hereby certify as follows: 1. All payments required by the General Resolution to be made prior to the date hereof into the various Funds and Accounts (as defined in the General Resolution) have been made. 2. The pxoceeds of the City's $9,000,000 Sewer Revenue Bonds, Series 2009C (the "Series 2009C 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 Resolufion). 3. The annual Net Revenues (as defined in the General Resolution} of the Sewer System for each of the two (2) completed Fiscal Yeazs ixnxnediately preceding the proposed issuance of the Series 2009C Bonds have been at least one and one-quarter (1.25) times, specifically 5.02 and 5.52 times, respectively, the maxnnum annual principal and interest coming due after December 1, 2008, on all Bonds (as defined in the Genera] Resolution) hauing a parity of lien upon Revenues (a's defined in the General Resolufion), including the obligarions proposed to be issued, to wit: Net Revenues 2007 Net Revenues 2008 Mu�unum Annual Principal and Interest on the $6,300,000 Sewer Revenue Bonds, Series 2004E Maacimum Annual Principal and Interest on the $7,040,000 Sewer Revenue Bonds, Series 2006C MaYimum Annual Principal and Interest on the $23,735,000 Sewer Revenue Bonds, Series 2008D Bonds Masimum Annual Principal and Interest on the Series 2009C Bonds Ma�cimum Annual Principal and Interest on all such Bonds (COMBINED) $17,919,584 $19,738,986 $ 454,213 $ 639,675 $ 1,808,447 $ 693,300 $ 3,573,179 2348392v3 One and On�quarter (1.25) Times Total Masimum Annual Principal and Interest Requirements $ 4,466,4'74 WITNESS my hand this _ day of May, 2009. �`��lL�-�-' Duector, Department ofPublic Works CERTIFTCATE relat[ng to $9,000,000 Sewer Revenue Bonds, Series 2009C, of the City of Saint Paul, Mittnesota. 2348392v3 09-541 33. Headings. As provided in Section 7.07 of the General Resolution, headings in this resolution aze included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. Yeas Nays Absent Bast�om � Carter Harris J Helgen � Lantry ,� Stark ,� Thune � Adopted by Council: Dafe � l/, OC Adoption Certified by Cou cil Secr ary By: /� � ` ; Approve y Ma o� Date �� � By: v .� .�-�-� Requested by Department of: „ / Frnw�.0 Sc✓v�ccs x M U 11 L.♦.I� � �... -.. -• . . . - �/ r,(�.., ► / Approved by By: by r'-�' 2348356v2 35 � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � 09-541 l�� )epartrnentlOffieelCounciL• Uate InWated: FS -FinancialServices 12-MAY-09 Green Sheet NO: 3070382 Contad Person & Phone: Bob Geurs 266-8837 Must Be on Couneil {�qenda by (Date): 20-MAY-09 RESOLUTION W/$ T �� TRANSACTION E-DocumeM Required: N DocumentContact: BobGeurs N Assign Number For Routing Order 0 1 2 3 4 5 6 sl � ContactPhone: 266-8837 I I ToWI # of Signature Pages _(Clip All Locations for Signature) Action Requested: Adopting supplementing General Resolution relating to Sewer Revenue Bonds and providing for the issuance of approximately $9M Sewer Revenue Bonds. Recommendations: Approve (A) or Reject (R): Planning Commission CIB Committee Civil Service Commission Personal Service Contracts Must Answer the Following Questions: t. Has this person/firtn ever worked under a contrad for this department? Yes No 2. Has this person/firm ever been a city employee? Yes No 3. Does this person/firtn possess a skill not normally possessed by any current city employee? Yes No Explain all yes answers on separete sheet and attach to green sheet Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why): Sewer Revenue Bonds is part of the City's Spring Bond sale. AdvantageslfApproved: The Sewer Projects will be financed by the bonds proceeds DisadvanWges If Approved: None known DisadvanWges If Not Approved: The bonds will not be sold. Toul Amount of �g 000,000.00 TrensaMion: Funding Source: CostlRevenue Budgeted: Y Activiry Number. �'BY Z 2 ZQ�9 Financial Infortnation: (Explain)