10-155Amended 2/10l2010
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Council File # 10-155
Green Sheet # 3097616
RESOLUTION
OF,SAINT PAUL, MINNESOTA
Presented by
SUPPLEMENTING GENERAL RESOLUTION RELATING TO SEWER
REVENUE BONDS AND PROVIDING FOR THE ISSUANCE OF
APPROXIMATELY $9,000,000 SEWER REVENUE BONDS, SERIES 2010D;
AND FIXING THE FORM AND SPECIFICATIONS OF THE SERIES 2010D
BONDS
1 A. WHEREAS, the Director, Office of Financial Services, has presented proposals received
2 for the sale of approximately Sewer Revenue Bonds, Series 2010D (the "Series 2010D Bonds"), of the
3 City of Saint Paul, Minnesota (Che "City"); and
4 B. WFIEREAS, the proposals for the purchase of the Series 2010D Bonds set forth on
5 EXHIBIT C attached hereto were received pursuant to the Terms of Proposal at the offices of Springsted
6 Incorporated, as financial advisor to the CiCy, at oc before 10:3Q a.m., Central Time, this same day; and
7 C. WHEREAS, the Director, Office of Financial Services, has advised this Council that the
8 proposal of the Purchaser (as defined herein) was found to be the most advantageous and has
9 recommended that said proposal be accepted by the City; and
10 D. WHEREAS, on May 24, 1988, the City Council of the City adopted Resolution No. 88-
11 835, entitled "General Resolution Relating to Sewer Revenue Bonds" (the "General Resolution"); and
12 E. WHEREAS, the General Resolution contemplates Supplemental Resolutions which
13 supplement or amend the General Resolution, including Supplemental Resolutions authorizing the
14 issuance of additional series of bonds secured on a parity with the bonds initially issued pursuant to the
15 General Resolution, which were the City's Sewer Revenue Bonds, Series 1988A (the "Series 1988A
16 Bonds") and which aze no longer outstanding; and
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F. WHEREAS, it is necessary and desirable to adopt this resolution as a Supplemental
Resolution to the General Resolution to provide for the issuance of the Series 2010D Bonds on a parity of
lien with the City's outstanding (i) Sewer Revenue Bonds, Series 2004E (the "Series 2004E Bonds"),
(ii) Sewet Revenue Bonds, Series 2006C (the "Series 2006C Bonds"), (iii) Sawar Revenue Bonds, Series
2008D (the "Series 2008D Bonds"), (iv) Sewer Revenue Bonds, Series 2009C (the "Series 2009C
Bonds") and (v) Sewet Revenue Refunding Bonds, Series 2009I (the "Series 2009I Bonds"), which are
the only bonds outstanding underthe General Resolution; and
24 G. WHEREAS, the Series 2004E Bonds, the Series 2006C Bonds, the Series 2008D Bonds,
25 the Series 2009C Bonds and the Series 2009I Bonds (collectively with the Series 2010D Bonds, the
26 "Parity Bonds") were issued by the City in order to finance rehabilitation projects to the City's sewer
27 system, including major sewer repairs, tunnel repairs and stormwater quality improvements; and
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H. WHEREAS, Sections 6.01(B) and (C) of the General Resolution provide for the issuance
of parity lien bonds in part as follows:
"(B) Except as provided in Section 6.02, no additional revenue obligations
("Additional Bonds") payable from the moneys in the Sewer Service Enterprise Fund on a parity
of lien with the then outstanding Bonds shall be hereafter issued unless the annual Net Revenues
of the Sewer System for each of the two (2) completed Fiscal Years immediately preceding the
issuance of such Addirional Bonds shall have been one and one-quarter (1.25) times the
maximum annual principal and interest coming due thereafter on all Bonds (including the
Additional Bonds) having a parity of lien upon Revenues. If the annual Net Revenues in either or
both of the aforesaid two (2) completed Fiscal Years shall be insufficient to meet the foregoing
test, then the City shall be entitled to adjust the Net Revenues for either or both of those Fiscal
Yeazs by increasing the l�et Revenues based on a projection of additional Revenues which would
have been available from any rate increase placed in effect prior to the adjustment, or from new
users. The adjustment of Revenues may assume such increase would have been available for the
entire Fiscal Yeaz of adjustment. The projection for adjustment and finding of sufficiency of Net
Revenues for the issuance of Additional Bonds 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) omitted].
"(C) In addition to the requirements of subsection (B) above, the following conditions
shall be met prior to the issuance of each series of Additional Bonds:
(1) The paymeots required to be made (at the time of the issuance of such
Additional $onds) into the various Funds and Accounts provid�d 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 a�d paying the costs of such
financing."; and
57 L WHEREAS, Revenues of the Sewer System in the sixth use at section 4.03(A) of the
58 General Resolution have been pledged to the payment of the foliowing sevea outstanding Notes of the
59 City: (i) General Obligation Sewer Revenue Note of 1993; (ii) General Obligation Sewer Revenue Note
60 of 1994; (iii) General Obligation Sewer Revenue Note of 1995; (iv) General Obligation Sewer Revenue
61 Note of 1996; (v) General Obligation Sewer Revenue Note of 1997; (vi) General Obligation Sewer
62 Revenue Note of 1999, and (vii) General Obligation Sewer Revenue Note of 2000 (collectively, the
63 "General Obligation Notes"); and
64 J. WHEREAS, the Reserve Account will be funded for the Series 2010D Bonds by a
65 deposit from proceeds of the Series 2010D Bonds as required by the General Resolution; and
66 K. WHEREAS, the City will deliver the Series 2010D Bonds in "book-entry form" as
67 described in the General Resolution, and the City has heretofore executed a Blanket Issuer Letter of
68 Representations (the "Letter of Representations") setting forth various matters relating to The Depository
69 Trust Company as Depository and its role with respect to the Series 2010D Bonds; and
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70 L. WI�REAS, the Bond Registrar (as defined herein) shall maintain the registration books
71 of the City as provided in paragraph 9; and
72 M. WI�REAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9), public
73 sale requirements do not apply to the Series 2010D Bonds, because the City has retained an independent
7a financia] advisor (Springsted Incorporated) and this Council has deternuned to sell the Series 2010D
75 Bonds by private negotiation, and the City has instead authorized a competiuve sale without publication
76 of notice thereof as a form of private negotiation; and
77 N. WF�REAS, Rule lSc2-12 of the Securities and Exchange Commission prohibits
78 "participating underwriters" from purchasing or selling the Series 2010D Bonds unless the City
74 undertakes to provide certain continuing disclosure with respect to the Series 2010D Bonds; and
80 O. WHEREAS, proposals for the Series 2010D Bonds have been solicited by Springsted
81 Incorporated, financial advisor to the City pursuant to an Official Statement (the "Official StatemenP')
82 and Terms of Proposal (the "Terms of Proposal") therein.
83 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as
84 follows:
85 1. Supplemental Resolution No. 8; Paritv Bonds Findines; Capitalized Terms. This
36 resolution is "Supplemental Resolution No. 8" to the General Resolution, and constitutes a"Supplemental
87 Resolution" as defined therein. The Series 2010D Bonds are "Additional Bopds" which are "Fixed Rate
88 Bonds" and "Tax-Exempt Bonds", all as defined in the General Resolution. It is hereby found,
89 detemuned and declazed thae (1) the Series 2010D Bonds are issued on a parity of lien with the Series
90 2004E Bonds, Series 2006C Bonds, Series 2008D Bonds, Series 2009C Bonds and Series 2009I Bonds
91 (the Parity Bonds) pursuant to Section 6.01(B) of the General Resolution to finance rehabilitation projects
92 to the City's sewer system, including major sewer repairs, tunnel repairs and stormwater quality
93 improvements, and (2) the Series 2010D Bonds meet the requirements to be parity bonds, as further set
94 forth in pazagraph 31. Capitalized terms used in this resolution which are not defined herein but which
95 aze defined in the General Resolution shall have the meanings given such terms in the General
96 Resolution.
97 2. Acceptance of Proposal. The proposal of UBS Financial Services, Ina (the "Purchaser")
98 to purchase the Sewer Revenue Bonds, Series 2010D, of the City (the "Series 2010D Bonds" or
99 individually a"Series 2010D Bond"), in accordauce with the Terms of Proposal for the bond sale, at the
100 rates of interest set forth hereinafter, and to pay for the Series 2010D Bonds the sum of $8,916,332.85
101 (the principal amount of the Sedes 2010D Bonds of $8,610,000, plus an original issue premium in the
102 amount of $403,798.05, less the Purchaser's discount of $97,465.20), is hereby found, determined and
103 declazed to be the most favorable proposal received and is hereby accepted for Series 2010D Bonds. The
104 Director, Office of Financial Services, or her designee, is directed to retain the deposit of the Purchaser
105 and to forthwith return to the others making proposals their good faith checks or drafts. The Director,
106 Office of Financial Services and the City Clerk, on behalf of the City, aze directed to execute a purchase
107 agreement with the Purchaser related to the Series 2010D Bonds.
108 3. Title: Oripinal Issue Date; Denominations; Maturities. The Series 2010D Bonds shall be
109 titled "Sewer Revenue Bonds, Series 2010D" and shall be issued in the original aggregate principal
110 amount of $8,610,000, shall be dated Mazch 3, 2010, as the date of original issue and shall be issued
111 forthwith on or after such date as fully registered bonds. The 5eries 2010D Bonds shall be numbered
112 from R-I upwazd. The Series 2010D Bonds shall each be in the denomination of the entire principal
113 amount maturing on a single date, or, if a portion of said principal amount is prepaid, said principal
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114 amount less the prepayment. The Series 2010D Bonds shall mature on June 1 and December 1, which
115 combination of semiannual principal payment dates differ from the standard December 1 date provided in
116 Section 2.08 of the General Resolution but is pemutted to be specified in this Supplemental Resdution
117 No. 8, on the dates and in the amounts as set forth in EXHIBIT B hereto.
118 4. ose. The Series 2010D Bonds shall provide funds for (i) rehabilitation projects to
ll9 the City's sewer system, including major sewer repairs, tunnel repairs and stormwater quality
120 improveme�ts (the "Improvements"), (ii) a deposit to the Reserve Account as required under the terms of
121 the General Resolution, and (iii) the payment of costs of issuance of the Series 2010D Bonds.
122 5. Interest. The Series 2010D Bonds shall bear interest payable semiannually on June I and
123 December 1 of each year as provided in Section 2.08 of the General Resolution (each, an"Interest
124 Payment Date"), commencing December 1, 201Q calculated on the basis of a 360-day year of twelve 30-
125 day months, at the respective rates per annum set forth opposite the maharity dates as set forth in
126 EXHIBIT B hereto.
127 6. Description of the Series 2010D Bonds. Upon their original issuance the Series 2010D
128 Bonds will be issued in the form of a single Series 2010D Bond for each maturity, deposited with The
129 Depository Tmst Company or its ageut as the Depository by the Purchaser.
130 7. Book-Entrv Svstem. The following shall override Section 2.12 of the General Resolution
131 and shall apply to the Series 2010D Bonds.
132 (a) Book-Entry System - The Depository Trust Company. The Series 2010D Bonds will be
133 inirially issued in the form of a separate single typawriCten or printed fully registered Series 2010D Bond
134 for each of the maturities of the Series 2010D Bonds. Upon initial issuance, the ownership of each Series
135 2010D Bond will be registered in the registration books kept by the Registraz in the name oF Cede & Co.,
136 as nominee for The Depository Trust Company, New York, New York, and its successors and assigns
137 ("DTC"). Except as provided in this Section 11, all of the outstanding Series 2010D Bonds will be
138 registered in the registration books kept by the Registraz in the name o£ Cede & Co., as nominee of DTC.
139 (b) Participants. With respect to Series 2010D Bonds registered in the registntion books
L40 kept by the Registraz in the name of Cede & Co., as nominee of DTC, the City, the Registraz, and the
141 Paying Agent will have no responsibility or obligation to any broker dealers, banks, and other financial
142 institutions from time to time for which DTC holds Series 2010D Bonds as securities depository
143 ("Participants") or to any other person on behalf of which a Participant holds an interest in the Series
144 2010D Bonds, including but not limited to any responsibility or obligation with respect ta (i) the
145 accuracy of the records of Cede & Co., DTC, or any Participant with respect to any ownership interest in
146 the Series 2010D Bonds; (ii) the delivery to any Participant or any other person (other than a registered
147 owner of Series 2010D Bonds, as shown by the registration books kept by the Registrar), of any notice
148 with respect to the Series 2010D Bonds, including any notice of redemption; or (iii) the payment to any
149 Participant or any other person, other than a registered owner of Series 2010D Bonds, of any amount with
150 respect to principal of, premium, if any, or interest on the Series 2010D Bonds. The City, the Registrar,
151 and the Paying Agent may treat and consider the person in whose name each Series 2010D Bond is
152 registered in the registration books kept by the Regstraz as the holder and absolute owner of such Series
153 2010D Bond for the purpose of payment of principal, premium, aud interest with respect to such Series
154 2010D Bond, for the purpose of registering transfers with respect to such Series 2010D Bonds, and for all
155 other purposes. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series
156 2010D Bonds only to or on the order of the respective registered owners, as shown in the registration
157 books kept by the Registrar, and ail such payments will be valid and effectual to fully satisfy and
158 discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on
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159 the Series 2010D Bonds to the extent of the sum or sums so paid. No person other than a registered
160 owner of a Series 2010D Bond, as shown in the rea stration books kept by the Regastraz, will receive a
161 certificated Series 2010D Bond evidencing the obligation of this Resolution. Upon delivery by DTC to
162 the City Clerk of a written notice to the effect that DTC has determined to substitute a new nominee in
163 place of Cede & Co., the words "Cede & Co." shall refer to such new nominee of DTC; and upon receipt
164 of such a notice, the City Clerk shall promptly deliver a copy of the same to the Registraz and Paying
165 Agent.
166 (c) Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
167 Issuer L,etter of Representations (the "Representation I.etter") which shall govem payment of principal of,
168 premium, if any, and interest on the Series 2010D Bonds and notices with respect to the Series 2010D
169 Bonds. Any Paying Agent or Registraz subsequently appointed by the City with respect to the Series
170 2010D Bonds shall agree to take all actions necessary for all representations of the City in the
171 Representation Letter with respect to the Registraz and Paying Agent, respectively, to be complied with at
172 all times.
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(d) Transfers Outside Book-Entry System. In the event the City, by resolution of the City
Council, determines that it is in the best interests oF the persons having beneficial interests in the Series
2010D Bonds that they be able to obtain Series 2010D Boad certiflcates, the City will notify DTC,
whereupon DTC will notify the Participants, of the availability through DTC of Series 2010D Bond
certificates. In such event the City will issue, transfer, and exchange Series 2010D Bond certificates as
requested by DTC and any other registered owners in accordance with the provisions of this Resolution.
DTC may detezmine to discantinue groviding its services with respect to the Series 2010D Bonds at any
time by giving notice to the City and dischazging its responsibilities with respect thereto under applicable
law. In such event, if no successor securities depository is appointed, the City shall issue and the
RegisCru shall authenticate Series 2010D Bond certificates in accordance with fhis Resolutian aud the
provisions hereof shall apply to the transfer, exchange, and method of payment thereof.
184 (e) Payments to DTC. Notwithstauding any other provision of this Resolution to the
185 contrazy, so long as a Series 2010D Bond is registered in the name of Cede & Co., as nominee of DTC,
186 payments wiih respect to principal of, premium, if any, and interest on the Series 2010D Bonds and all
187 notices with respect to the Series 2010D Bonds shall be made and given, respectively, in the manner
188 provided in DTC's Operational Arrangements, as set foRh in the Representation Letter.
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8. Redemption.
(a) Ootional Redemption. The City may elect on June 1, 202�, and on any day thereafter, to
prepay Series 2010D Bonds due on or after December 1, 2020. Optional redemptions may be in whole or
in part and if in part at the option of the City and in such manner as the City shall deternune. If less than
all Series 2010D Bonds of a maturity are called for redemption, the City will notify DTC (as defined
herein) of the particulaz amount of such maturity to be prepaid. DTC will deternune by lot the amount of
each participant's interest in such maturiry to be redeemed and each participant will then select by lot the
beneficial ownership interests in such maturity to be redeemed. All optional redemptions of the Series
2010D Bonds shall be at a price of paz plus accrued interest to the redempdon date.
198 (b) Scheduled MandatorXRedem t�ion. Term Bonds mamring on December 1, 2020 through
199 2029, are subject to redemption and prepayment at a price of paz plus accrued interest, without premium,
200 on the dates and in the amounts set forth below:
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Pavment Date
June 1, 2020
December 1, 2020
Principal Amount
$215,000
220,000
Term Bonds maturing on December l, 2021, aze subject to redemption and prepayment at a Qrice
of paz plus accrued interest, without premium, on the dates and in the amounts set forth below:
Payment Date Principal Amount
June 1, 2021 $225,000
December 1, 2021 230,000
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Term Bonds raaturing on December 1, 2022, 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:
Pavment Date Principal Amount
Juae 1, 2022 $23Q000
December 1, 2022 235,000
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Term Bonds maturing on December 1, 2023, aze subject to redemption and prepayment at a price
of paz plus accrued interest, without premium, on the dates and in the amounts set forth below:
Payment Date Principal Amount
June 1, 2023 $240,000
December 1, 2023 245,000
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Term Bonds maturing on December 1, 2024, are subject to redemption and prepayment at a price
of paz plus accrued interest, without premium, on the dates and in the amounts set forth below:
Payment Date Princioal Amount
June 1, 2024 $250,000
December 1, 2024 255,000
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Term Bonds maturing on December 1, 2025, are subject to redemption and prepayment at a price
of paz plus accrued interest, without premium, on the dates and in the amounts set forth below:
�ment Date Principal Amount
June 1, 2025 $260,000
December 1, 2025 265,000
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Term Bonds maturing on December 1, 2026, are subject to redemption and prepayment at a price
of par plus accmed interest, without premium, on the dates and in the amounts set forth below:
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Pavment Date
June 1, 2026
December 1, 2026
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PrinciQal Amount
$270,000
275,000
Term Bonds maturing on Aecember 1, 2027, ue subject to redemption and prepayment at a price
of paz plus accrued interest, without premium, on the dates and in the amounts set forth below:
Payment Date Princi�al Amount
June l, 2027 $280,000
December 1, 2027 285,000
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Term Bonds maturing on December 1, 2028, are subject to redemption and prepayment at a price
of par plus acemed interest, without premium, on the dates and in the amounts set forth below:
Pavment Date Principal Amount
June 1, 2028 290,000
December 1, 2028 295,000
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Term Bonds maturing on December 1, 2029, are subject to redemption and prepayment at a price
of paz plus accrued interest, without premium, on the dates and in the amounts set forth below:
Pavment Date Princioal Amount
June 1, 2029 $305,000
December 1, 2029 310,000
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(c) Due Date. The Series 2010D 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.
224 (d) Notice. Mailed notice of iedemption shall be given to the paying agent (if other than a
225 City officer) and to each affected Holder. If and when the City shall call any of the Series 2010D Bonds
226 for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give written
227 notice in the name of the City of its intention to redeem and pay such Series 2010A Bonds at the office of
228 the Bond Registraz. Notice of redemption shall be given by first class mail, postage prepaid, mailed not
229 less than thirty (30) days prior to the redemption date, to each Holder of Series 2010D Bonds to be
230 redeemed, at the address appearing in the Bond Register. All notices of redemption shall state:
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(ii)
The redemption date;
The redemption pdce;
233 (iii) If less than all outstanding Series 2010D Bonds are to be redeemed, the
234 idendficarion (and, in the case of partial redemption, the zespective principal amounts) of the
235 Series 2010D Bonds to be redeemed;
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236 (iv) That on the redemprion date, tha redemption price will become due and payable
237 upon each such Series 2010D Bond, and that intecest thereon shall cease to accrue from and after
23S said date; and
239 (v) The place where such Series 2010D Bonds aze to be surrendered £or payment of
240 the redemption price (which shall be the ofFice of the Bond Registraz).
241 (e) Notice to DTC. Notices to DTC or its nominee shall contain the CUSIP numbers of the
242 Series 2010D Bonds. If there are any Holders of the Series 2010D Bonds other than DTC or its nominee,
243 the Bond Registrar shall use its best efforts to deliver any such notice to DTC on the business day next
244 preceding the date of mailing of such notice to all other Holders.
245 9. Bond Registraz. As provided in Section 2.03 of the General Resolution, the Treasurer of
246 the City is appointed to act as bond registraz and transfer agent with respect to the Series 2010D Bonds
247 (the `Bond Registraz"), and shall do so unless and until a successor Bond Regstraz is duly appointed. A
248 successor Bond Registrar shall be an officer of the City or a bank or trust company eligible for
249 designation as Bond Registraz pursuant to the Municipal Debt Act and may be appointed pursuant to any
250 contract the City and such successor Bond Registraz shall execute which is consistent herewith. The
251 Bond Registraz shall also serve as Paying Agent unless and until a successor Paying Agent is duly
252 appointed. Principal of and interest on the Series 2010D Bonds shall be paid to the registered holder or
253 holders of the Series 2010D Bonds (the "Holder" oc "Holdeis") in the mannec set forth in the form of the
254 Series 2010D Bonds. The effect of registration and the rights and duties of the City and the Bond
255 Registraz with respect thereto are as follows:
256 10. Form of Series 2010D Bonds. All of the provisions of the Series 2010D Bonds, when
257 executed as authorized hezein, sball be deemed to be a part af this ResoluUon as fully and to the same
258 extent as if incorpoiated verbatim hetein and shall be in full foxce and effect from the date of execution
259 and delivery thereof. The 5eries 2010D Bonds shall be issued in the form of registered bonds authorized
260 pursuant to Section 7 hereof, as required by Sections 2.01, 2.14 and 2.17 of the Ge�eral Resolution. The
261 Series 2010D Bonds shall be substantially in the form attached to this Resolution as EXHIBIT A, which
262 form is hereby approved, with such necessary and appropriate variations, omissions, and insertions
263 (including changes to the aggregate principal amount of each series of the Series 2010D Bonds, the stated
264 maturities of the Series 2010D Bonds, the intexest tates on tY�e Series 2010D Bonds, the terms of
265 redemption of the Series 2010D Bonds, and variation from City policies regazding methods of offering
266 bonds) as the City Treasurer and Director, Office of Financial Services, or their respective deputies, in
267 their discretion, shall detemune and delivery of the Series 2010D Bonds by the Ciry shall be conclusive
268 evidence of such deternunations. Changes to the form of the Series 2010D Bonds may be approved by
269 bond counsel and the City Attorney.
270 The Ciry Treasurer is authorized and directed to obtain a copy of the proposed approving legal
271 opinion of Kennedy & Graven, Chartered, Saint Paul, Minnesota, which shall be complete except as to
272 dating thereof and cause the opinion to accompany each Series 2010D Bond.
273 11. Execution. As provided in Section 2.04 of the General Resolution, the Series 2010D
274 Bonds shall be executed on behalf of the City by the sia atures of its Mayor, Clerk and Director, Office
275 of Financial Services, provided that any of such signamres may be printed or photocopied facsimiles and
276 the corporaCe seal may be omitted on the Series 2010D Bonds as pernutted by law. In the event of
277 disability or resia ation or other absence of any such officer, the Series 2010D Bonds may be signed by
278 the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer.
279 In case any such officer whose signature or facsimile of whose signature shall appear on the Series 2010D
280 Bonds shall cease to be such officer before the delivery of the Series 2010D Bonds, such signature or
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facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained
in office unril delivery.
12. Authentication; Date of Re2istration. As provided in Section 2.05 of the General
Resolution, no Series 2010D Bond shall be valid or obligatory for any purpose or be entitled to any
security or benefit under this resolution unless a Certificate of Authentication on such Series 2010D
Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized
cepresentative of the Band Registraz. Certificates of Authentication on different Series 2010D Bonds
need not be signed by the same person. The Bond Registraz shali authenticate the sia atures of officers of
the City on each Series 2010D Bond by execution of the Certificate of Authentication on the 5eries
2010D Bond and by inserting as the date of registration in the space provided the date on which the Series
2010D Bond is authenticated. For purposes of delivering the Series 2010D Bonds to the Purchaser, the
Bond Registrar shall insert as the date of registration the date of original issue. The Certificate oF
Authentication so executed on each Series 2010D Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
295 13. Registration; Transfer: Exchanee. As provided in Sections 2.Ob, 2.15 and 218 of the
296 General Resolution, the City will cause to be kept at the pdncipal office of the Bond Registrar a bond
297 register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond
298 Registrar shall provide for the registration of Series 2010D Bonds and the registration of transfers of
299 Series 2010D Bonds endtled to be registered or transferred as herein provided.
300 The registration, transfer and exchange of the Series 2010D Bonds shall be govemed by Sections
301 2.06, 2.15 and 2.18 of the General Resolution.
302 14. Riehts Upon 1'ransfer or Exchange. As provided in Section 2.07 of the General
303 Resolurion, each Seraes 2010D Bond delivered upon transfex of ar in exchange for or in lieu of any ather
304 Series 2010D Bond shall cazry all the rights to interest accrned and unpaid, and to accrue, which were
305 carried by such other Series 2010D Bond.
306 15. Interest Pavment; Record Date. As provided in Section 2.08 of the General Resolution,
307 intexest shall be paid on each Interest Fayment Date by check or draft mailed to the Holders, and in each
308 case atthe address appearing thereoa at the close of business on the fifreenth (i5th) day of the calendar
309 month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so
310 timely paid shall cease to be payable to the person who is the Holder thereof as of the Regulaz Record
311 Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the
312 "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of
313 the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the
314 Holders not less than ten (10) days prior to the Special Record Date.
315 16. Holders Tieatment of Re¢istered Ownei: Consent oP Holders. Section 2.09 of the
316 General Resolution shall apply to the Series 201QD Bonds.
317 17. Delivery; Application of Proceeds. The Series 2010D Bonds when so prepazed and
318 executed shall be delivered by the Director, Office of Financial Services, to the Purchaser upon receipt of
319 the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof.
320 18. Fund and Accounts. There has heretofore been created, by the General Resolution, a
321 special fund of the City designated the "Sewer Service Enterprise Fund" (the "Fund"). The Fund shall
322 continue to be operated as provided in the General Resolution, except as provided herein. The Fund shall
323 be maintained as provided in the General Resolution, especially Article IV thereof, except as modified
10-155
324
325
326
327
328
329
330
331
332
333
334
335
herein, and in the manner herein specified until all of the Series 2010D Bonds and the interest thereon
have been fully paid.
(a) Construction Account. Into the Constmction Account established by Section 4.02 of the
General Resolution, spec�cally a separate subaccount established for the Series 2010D Bonds, shall be
paid the proceeds from the sale of the Series 2010D Bonds, less (a)$654,475 to be deposited in the
Reserve Account, (b) $0 of the premium and unused discount, and (c) accrued interest, if any, paid by the
Purchaser upon delivery. Brom the Constmction Account, specifically said separate subaccount, shall be
paid or reimbursed all costs of the Improvements defined in pazagraph 4 of this resolution, including
legal, engineering, financing and other expenses incidental thereto. There shall also be paid from the
Construction Account, specifically said sepazate subaccount, the costs of issuance of the Series 2010D
Bonds. The provisions of Section 4.02 of the General Resolution apply as to transfers, excess moneys,
deposits, earnings and Excess Earnings.
336 (b) Debt Service Account. Debt service on the Series 2010D Bonds shall be paid as provided
337 in the General Resolution, and payments into the Revenue Bond Debt Service Account with respect to the
338 Series 2010D Bonds shall commence in the month of April, 2010. For purposes of the payment of
339 principal, amounts scheduled for mandatory redemption shall be treated as maturities.
340 (c) Operatin¢ Reserve Subaccount. The City Council shall take appropriate actiou in
341 maintaining the balance on hand in the Operating Reserve Subaccount at the Operating Reserve
342 Requirement.
343
344
345
346
347
348
349
350
351
352
353
354
355
356
357
358
359
360
361
362
363
364
365
366
367
368
As provided in Section 5.02 of the General Resolution, no portion of the proceeds of the Series
2010D Bonds shall be used directly or iodirectly to acquire higher yieldiug investments or to replace
funds which were used directly ox indirectly to acquixe higher yielding investments, except (1) for a
reasonable temporary period until such proceeds are needed for the purpose for which the Series 2010D
Bonds were issued, (2) as pazt of a reasonably required reserve or replacement fund not in excess of ten
percent (10%) of the proceeds of the Series 2010D Bonds (or in a higher amount which the City
establishes is necessary to the satisfaction of the Secretary of the Treasury af the United States), and (3) in
addition to the above in an amount not greater than $100,0�0. To this effect, any proceeds of the Series
2010D Bonds and any sums from time to time held in the Fund (or any other Ciry account which will be
used to pay principal or interest to become due on the Series 2010D Bonds) in excess of amounts which
under then-applicable federal azbitrage regulations may be invested without regard as to yield shall not be
invested at a yield in excess of the applicable yieid restrictions imposed by said azbitrage regulations on
such investments after taldng into accouot any applicable "temporary periods", "minor portion" or reserve
made available under the federal arbitrage regulations. In addition, the proceeds of the Series 2010D
Bonds and money in the Fund shall not be invesCed in obligations or deposits issued by, guazanteed by or
insured by the United States or any agency or instmmentaliry thereof if and to the extent that such
investment would cause the Series 2010D &onds to be "federally guaranteed" within the meaning of
Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code").
19. Paritv Bonds. To provide moneys for payment of the principal and interest on the Series
2010D Bonds, there is hereby pledged to the payment of the Series 2010D Bonds as "Additional Bonds"
under [he General Resolution all those items pledged to the payment of Series 2010D Bonds in the
General Resoluuon. The covenants made in Article V of the General Resolution shall apply to the Series
2010D Bonds, except that paragraph 30 shall control and override Section 5.05 of the General Resolution.
As provided in Section 5.05 of the General Resolution, each and all of the terms and provisions of this
resolution shall be and constitute a covenant on the part of the City to and with each and every Holder
from time to time of the Series 2010D Bonds. Additional Bonds may be issued as provided in Article VI
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369 of the General Resolution. Suits by Bondholders, amendments and dischazge sha11 be governed by
370 Article VII of the General Resolution.
371 20. General Oblieation Notes: Prioritv: Sufficiency Findin�. The General Obligation Notes
372 aze hereby confirmed to have a priority of lien on Revenues subordinate to the priority of lien of the
373 Series 2010D Bonds, specifically the priority derived from their pledge of Revenues in the sixth use at
374 Section 4.Q3(A) of the General Resolution. Pursuant to pazagraph l� of each of the resolutions
375 authorizing the General Obligazion Notes, the Series 2010D Bonds shall have a lien on Revenues that is
376 superioc to the Genecal Obligation NQtes, specifically the priority derived from the pledge to the Series
377 2010D Bonds of Revenues in the first use at Section 4.03(A) of the General Resolution. As required by
378 said pazagraphs 18 and 1Q, the City CouncIl heteby finds, determines and declues that estimated
379 Revenues of the Sewer System wi11 be sufficient, with other sources and used in the order of the General
380 Resolution, for payment of the General Obligation Notes and the Series 2� 1�D Bonds.
381 21. [Reserved.]
382 22. Funded Reserve Account. The Reserve Requirement for the Series 2Q10D Bonds is
383 $654,475. This amount shall be transfened to the Reserve Account from the proceeds of the Series
384 2010D Bonds.
385
386
387
388
389
390
391
392
393
23. Records and Certificates. As provided in Section 7.Q5 of the General Resolution, the
officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the
attorneys approving the legality of the issuance of the Series 2Q10D Bonds, certified copies of all
proceedings and records of the City relating to the Series 2010D Bonds and to the financial condition and
affaizs of the City, and such other affidavits, ceRif'icates and information as aze required to show the facts
relating to the legality and marketability of the Series 2�IOD Bonds as the same appeaz from the books
and records under their custody and control or as otherwise known to them, and all such certified copies,
certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City
as to the facts recited therein.
394 All documents, certificates, and insKUments relaring to the issuance of the Series 2010D Bonds,
395 including the forms of the Series 2010D Bonds may be executed and delivered by the Mayor, the City
396 Clerk, and Director, Office of Financial Services, or their designees or executive assistants, or, in the case
397 of the Mayor, the Assistant Mayor, as deternuned by Kennedy & Graven, Chartered, as bond counsel to
398 the City, and the Office of the City Attpmey.
399
400
401
402
403
404
405
406
407
408
409
24. Ne�ative Covenants as to Use of Proceeds and Im�rovements. As provided in Section
5.03 of the General Resolution,the City hereby covenants not to use the proceeds of the Series 2010D
Bonds or to use the Improvements financed with the proceeds of the Series 201QD Bonds, or to cause or
permit them or any of them to be used, or to enter into any defened payment azrangements for the cost of
such imgrovements, in such a manner as to cause the Series 2010D Bonds to be "private activity bonds"
within the meaning of SectiQns 1Q3 and 141 through 150 of the Code. The City xeasonably expects that
no acrious will be taken ovec the term of the Series 2010D Bonds that would cause them to be private
activity bonds, and the average term of the Series 2Q10D Bonds is not longer than reasonably necessary
for the govemmental purpose of the issue. The City hereby covenants not to use the proceeds of the
Series 2010D Bonds in such a manner as to cause the Series 2010D Bonds to he "hedge bonds" within the
meaning of Section 149(g) of tt�e Code.
410 25. Tax-Exemot Status of the Series 2010D Bonds; Rebate; Elections. As provided in
411 Section 5.04 of the General Resolution, the City shall comply with requirements necessary under the
412 Code to establish and maintain the exclusion fmm gross income under Section 103 of the Code of the
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413 interest on the Series 20108 Bonds, including without limitation requirements relating to temporary
414 periods for investments, limitations on amounts invested at a yield greater than the yield on the Series
415 2010D Bonds, and the rebate of excess investment eamings to the United 5tates.
416 The City expects that the two-yeaz expenditure exception to the rebate requirements may apply to
417 the construction proceeds of the Series 2010D Bonds.
418 If any elections are available now or hereafter with respect to arbitrage or rebate matters relating
419 to the Series 2010D Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any
420 of them, aze hereby authorized and directed to make such elections as they deem necessary, appropriate or
421 desirable in connection with the Series 2010D Bonds, and all such elections shall be, and shall be deemed
422 and treated as, elections of the City.
423 26. No Desienation of pualified Tati-Exemot Obli¢ations. The Series 2010D Bonds,
424 together with other obligations issued by the City in 2010, exceed in amount those which may be
425 qualified as "qualified tax-exempt obligations" witlun the meaning of Section 265(b)(3) of the Code, and
426 hence are not designated for such purpose.
427 27. Letter of Representations. The Letter of Representations for the Series 2010D Bonds is
428 hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the City and
429 received and accepted by DTC. So long as DTC is the depository or it or its nominee is the Holder of any
430 Series 2010D Bond, the City shall comply with the provisions of the Letter of Representations, as it may
431 be amended or supplemented by the City from time to time with the agreement or consent of DTC.
432 28. Neeotiated Sale. The City has retained Springsted Incorporated as an independent
433 financial advisor, and this Council has heretofore determined, and does hereby detemune, to sell the
434 Series 2010D Bonds by private negotiaCion, all as provided by Minnesota Statutes, Section 475.6Q
435 Subdivision 2(9).
436 29. Continuine Disclosure. The City is an o6ligated person with respect to the Series 2010D
437 Bonds. 'I'he City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
438 promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities
439 Exchange Act of 1934, as amended, and a Continuing Disclosure Certi£icate (the "Undertaking")
440 hereinafter described,to:
441 (a) Provide or cause to be provided to the Repository, certain annual financial information
442 and operating data in accordance with the Undertaking. The City reserves the right to modify from time
443 to time the terms of the Undertaking as provided therein.
444 (b) Provida or cause to be provided, in a timely manner, to the Repository notice of the
445 occurrence of certain material events with respect to the Series 2010D Bonds in accordance with the
446 Undertaking.
447 (c) Provide or cause to be provided, in a timely manner, to the Repository notice of a failure
4a8 by the City to provide the annual financial information with respect to the City described in the
449 Undertaking.
450 The City agrees that its covenants pursuant to the Rule set forth in this paragraph 29 and in the
451 Undertaking are intended to be for the benefit of the Holders of the Series 2010D Bonds and shall be
452 enfocceable on behalf of such Holdecs; provided that the right to enforce the provisions of these covenants
453 shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants.
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45� The Mayor and Director, Office of Financial Services, or any other officers of the City authorized
455 to act in their stead are hereby authorized and directed to execute on behalf of the City the Under[aking in
456 substantially the form presented to the City Council, subject to such modifications thereof or additions
457 thereto as aze (i) consistent with the requirements under the Rule, (ii) required by the Purchaser, and (iii)
458 acceptable to the OfFcers.
459 30. Override of General Resolution. As provided in pazagraph 8, prepayment of Series
460 2008D Bonds other than an inverse order of maturity shali control over the provisions oF the General
461 Resolution.
462 The use of accrued interest on the Series 2010D Bonds shall be as provided in paragraph 18,
463 notwithstanding Section 4.04(B}(1) of the General Resolution, and no interest is necessary to be
464 capitalized for purposes of Section 4.04(B)(2) of the General Resolution.
465 Notwithstanding Section 5.05 of the General Resolution, the terms and provisions of this
466 resolution shall be and constitute a covenant on the part of the City to and with only each and every
467 Holder from time to time of the Series 2010D Bonds.
468 31. Paritv Findines. It is hereby found, deternuned and declared that:
469 (a) The City does not have any outstanding bonds, warrants, certificates, or other obligations
470 or evidences of indebtedness, or money borrowed for or on account of the Sewer System or indebtedness
471 for which any of the Revenues of all or a part of the Sewer System have bee� pledged which aze a prior
472 lien on such Revenues, except the Series 2004E Bonds, Series 2006C Bonds, Series 2008D Bonds, Series
473 2009C Bonds and Series 2009I Bonds..
474
475
476
477
(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.
(c) The proceeds of the Series 2010D Bonds shall be used only for the purpose of making
Improvements to the Sewer System (as each of said terms is defined in the General Resolution).
478 (d) The annual Net Revenues of the Sewer System for each of the two (2) completed Fiscal
479 Yeazs immediately preceding of the issuance of the Series 2010D Bonds have been at least one and one-
480 quarter (1.25) times, specifically 416 and 4.10 rimes, respecuvely, the maximum annual principal and
481 interest coming due after December 1, 2009, on all Series 2010D Bonds (as defined in the General
482 Resolution) having a parity of tien upon Revenues, including the Series 2010D Bonds proposed to be
483 issued.
484 This City Council has been furnished with the Certificate of the Director, Department of Public
485 Works, attesting to the fact that the issuance of the Series 2010D Bonds complies with the financial
486 requirements of Article VI of the General Resolution relating to the issuance of Additional Bonds on a
487 pariry with prior senior lien bonds.
488 (e) This City Council, pursuant to advice from the Director, Department of Public Works,
489 hereby finds, determines and declazes that the estimated Revenues to be derived from the operation of the
490 Sewer System during the term of the Series 2010D Bonds will be more than sufficient to provide Net
491 Revenues adequate to pay principal and interest when due on the Series 2010D Bonds and on those other
492 bonds which are now outstanding and to maintain the Reserve Account required therefor,
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493 (� The Series 2010D Bonds have June 1 and December 1 maturities (as shown on Exhibit B
494 hereto) and have interest payments on June 1 and December 1, commencing December 1, 2010.
495 32. Severabilitv. As provided in Section 7.06 of the General Resolution, if any section,
496 pazagraph or provision of this resolution shall be held to be invalid or unenForceable for any reason, the
497 invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining
498 provisions of this resoluuon
499 33. Headin¢s. As provided in Section 7.07 of the General Resolution, headings in this
500 resolution aze included for convenience of refere�ce only and aze not a part hereof, and shall not limit or
501 define the meaning of any provision hereof.
502 (The remaindet of this page is intentionally Left hlank.)
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Bostrom
Carter
Harris
Absent
Requested by Department of:
�v it.R.i� G�u.e �2�+-f9 i
�
Stark
Thune
Adopted by Council: Date ��//f,
Adoption Ce�rtified by Cound Secretary
BY� � r ///i/i� %��ii/S G
Approved
By: ,
B /
Approved by
By:
Appro ( d by
By: —
13
� Green Sheet Green Sheet Green Sheet Green Sheet Green sneet ureen anee� �
FS —F�nancial
Contad Petson & Phone:
Bob Geurs
266-8837
Must Be on Council Agenda by (Date):
10-FEB-10
Doc. Type: RESOLUTION W/S
TRANSACTION
E-DocumentRequired: N
Document Contact: �b Geurs
Contact Phone: 2668837
02 �E8 2010
�
pssign
Number
For
Routing
Order
io-iss
Green Sheet NO: 3097616
0
1
2
3
a
5
6
Total # of Signature Pages _ fClip All Locations for Signature)
Action Requested:
Execute attached supplementing General Resolution xelating to Sewer Revenue Bonds and providing for the issuance of
approximately $9,000,000 Sewer Revenue Bonds, Series 2010D.
Recommendaiions: Approve (A) or Re}ect (R):
Planning Commission
CIB Committee
Civii Service Commission
Persona! Servtce Contracts Must Answer the Fol�owing Questions:
1. Has this person/firtn ever worked under a contract for this department?
Yes No
2. Has tfiis personlfirm ever been a city empioyee?
Yes No
3. Does this personffirm possess a skill not nortnatly possessed by any
current city employee?
Yes No
Explain all yes answers an separate sheet and attach to green sheet.
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
The bonds aze part of the 2010 winter bond sale. City Council gave preliminary approval on 1/20/10 CF#10-45
Advantages If Approved:
The bonds will be sold
Disadvamages H Approved:
None Known
Disadvantages If Not Approved:
Bond proceeds will not be available as a financing source
Total Amount of
Transaction:
Funding Source:
Financial Information:
(6cplain)
Cost/Revenue Budgeted:
Adivity Number:
Februarv 2. 2010 9:15 AM p=^A �
10-155
EXFIIBIT A
FORM OF SERIES 2010D BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
I�
INTEREST RATE
CITY OF SAINT PAUL, MINNESOTA
SEWER REVENUE BOND
SERIES 2010D
DATE OF
MATURITY DATE ORIGINAL ISSUE
March 3, 2010
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
$
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County,
Minnesota (the "Issuer" or "City"), certiFies that it is indebted and for value received promises to pay to
the registered owner specified above or on Che certificate of registration below, or registered assigns, in
the manner hereinafter set forth, the principal amount specified above, on the maturity date specified
above, unless called for eazlier redemption, and to pay interest thereon semiannually on June 1 and
December 1 of each year (each, an"Interest Payment Date"), cocmnencing December l, 2010, at the rate
per annum specified above (calculated on the basis of a 360-day yeaz of twelve 30-day months) until the
principal sum is paid or has been provided for. This Series 2010D 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 Series 2010D Bond are payable in
same-day funds by 2:30 p.m, Eastern time, upon presentation and surrender hereof at the principal office
of the Treasurer of the City in Saint Paul, Minnesota (the `Bond Registrar" or the "Paying AgenY'), acting
as paying agent, or any successor paying agent duly appointed by the Issuer; provided, however, that
upon a partial redemption of this Series 2010D Bond which results in the stated amount hereof being
reduced, the Holder may in its discretion be paid without presentation of this Series 2010D Bond, which
payment shall be received no latez thau 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 Series 2010D
Bond to the Bond Registrar in exchange for a new Series 2010D Bond in the proper principal amount.
Such notation, if mzde by the Holder, shatl be for reference oniy, and may not be relied upon by any other
person as being in any way determinative of the principal amount of this Series 2010D Bond outstanding,
unless the Bond Rea straz has signed the appropriate column of the panel. Interest on this Series 2010D
Bond will be paid on each Interest Payment Date in same-day funds by 2:30 p.m., Eastern time, to the
person in whose name this Series 2010D Bond is registered (the "Holder" or `Bondholder") on the
registration books of the Issuer maintained by the Bond Registraz 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 "Regulaz Record Date"). Interest payments shall be 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
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230 p.m., Eastem time, if the Series 2010D Bond is surrendered for payment enough in advance to
pemut payment to be made by such time. Any interest not so rimely 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
Registraz 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 (10) days prior to the Special Record Date.
The principal of and premium, if any, and interest on this Series 2010D Bond aze payable in lawful
money of the United States of America.
Date of Pavment Not Business Dav. If the date for payment of the principal of, premium, if any,
or interest on this Series 2010D 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 aze authorized by law or executive 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 aze authorized to close, and payment on such date shall have the same
force and effect as if made on the nominal date of payment.
Ontional Redemption. All Series 2010D Bonds of this issue (the "Series 2010D Bonds")
maturing after June 1, 2020, are subject to redemption and prepayment at the option of the Issuer on such
date and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in
pazt of the Series 2010D Bonds sub}ect to prepayment. If redemption is in part, those Series 2010D
Bonds remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as the
City shall deternune (treating amounts scheduled for mandatory redemption as maturities); and if only
part of the Series 2010D Bonds having a common maturity date aze called for prepayment, this Series
2010D Bond may be prepaid in $5,000 increments of principal.
fFOR TERM BONDS - Scheduled Mandatory Redemption. This Series 2010D Bond is sabject
to scheduled mandatory redemption through operation of a sinldng fund as provided for in the
Resolution.]
Due Date. Series 2010D Bonds or portions thereof catled for redemption shall be due a�d
payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption
date.
Notice of Redemotion. Mailed notice of redemption sha11 be given to the paying agent (if other
than a City officer) and to each affected Holder of the Series 2010D Bonds. In the event any of the Series
2010D Bonds are called for redemption, written notice thereof will be given by first class mail mailed not
less than thirty (30) days priar to the redemption date to each Holder of Series 2010D Bonds to be
redeemed. In connection with any such notice, the "CU5IP" numbers assia ed to the Series 2010D
Bonds shall be used.
Issuance; Pumose; Security. This Series 2010D Bond is one of an issue in the original aggregate
principal amount of $8,610,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, which Series 2010D Bond has been issued pursuant
to and in full conformity with the Constitution and taws of the State of Minnesota and the Charter of the
Issuer, and pursua�t to a resolution adopted by the City Council of the Issuer on May 24, 1988 (the
"General Resolntion"), as supplemented on Febmazy 10, 2010 (the "Supplemental Resolution")
(collectively, the "Resolution"), for the purpose of providing, together with certain other moneys of the
Issuer, funds far rehabilitation projects to the City's sewer system. This Series 2010D Bond has been
issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes,
Section ll5.46. This Series 2010D Bond is payable out of the Revenue Bond Debt Service Account of
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the Issuer's Sewer Service Enterprise Fund, to which have been pledged revenues of the Issuer's Sewer
System. The Series 2010D Bonds and the interest thereon aze payable solety 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 Series 2010D 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 Series 2010D Bonds of this
issue are 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 (i) Sewer Revenue Bonds, Series
2004E, (ii) Sewer Revenue Bonds, Series 2006C, (iii) Sewer Revenue Bonds, Series 2008D, (iv) Sewer
Revenue Bonds, Series 2009C, and (v) Sewer Revenue Refunding Bonds, Series 2009I. The Issuer is
authorized under certain conditions to issue additional revenue obligations on a parity of lien with these
Series 2010D Bonds, all as provided in the Resolution. The Series 2010D Bonds of this series and any
other revenue obligations hereafter issued on a parity therewith aze refened to herein as the "Parity
Bonds". A11 other capitalized terms used but not defined herein have the meanings assigned to those
terms in the Resolution.
Denominations: Resolution. The Series 2010D Bonds are issuable originally only as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity.
Reference is hereby made to the Resolution for a description of the rights and duties of the Registraz. A
copy of the Resolution is on file in the principal office of the Registrar.
Transfer. This Series 2010D Bond shall be registered in the name of the payee on the books of
the Issuer by presenting this Series 2010D Bond for registration to the Registrar, who will endorse its
name and note the date of registration opposite the name of the payee in the certificate of registration
attached hereto. Thereafter this Series 2010D Bond may be transfetted by delivery with an assignment
duly executed by the Holder or its legal representatives, and the Issuer and Registrar may treat the Holder
as the person exclusively entitled to exercise all the rights and powers of an owner until this Series 2010D
Bond is presented with such assignment for registration of transfer, accompa�ied by assurance of the
nature provided by law that the assignment is genuine and effective, and until such transfer is registered
on said books and noted hereon by the Registrar, all subject to the terms and conditions provided in the
Resalution and to reasooable regulations of the Issuer contained in any agreement with, or notice to, the
Registrar. Transfer of this Series 2010D Bond may, at the direction and expense of the Issuer, be subject
to ceftain other restrictions if required to qualify this Series 2010D Bond as being "in registered form"
within the meaning of Section 149(a) of the Intemal Revenue Code of 1986, as amended.
Fees uoon Transfer or Loss. The Registraz may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with the transfer or exchange of this Series
2010D Bond and any legal oc unusual cosCS regazding tcansfexs and lost Series 2010D Bonds.
Treatment of Registered Ownec The Issuer and Registrar may treat the person in whose name
this Series 2010D Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except as otherwise provided with respect to the Record Date) and for all other purposes,
whether or not this Series 2010D Bond shall be overdue, and neither the Issuer nor the Registraz shall be
affected by notice to the contrary.
Authenticafion. This Series 2010D Bond shall not be valid or become obligatory for any purpose
or be entided to any security unless the Certificate of Authentication hereon shall have been executed by
the Registraz.
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Not Qualified Tax Exempt Obligations. The Series 2010D Bonds have not been desib ated by
the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal Internal
Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFTED AND RECTIBD that all acts, conditions and things required by the
Constitution and laws of the State of Minnesota and the Charter of the Yssuer to be done, to happen and to
be performed, precedent to and in the issuance of this Series 2010D Bond, have been done, have
happened and have been performed, in regular and due form, time and manner as required by law; that
this Series 2010D Bond, together with all other debts of the Issuer outstanding on the date of original
issue hereof and on the date of its issuance and delivery to the original pwchaser, does not exceed any
constitutionat or statutory or Charter limitation of indebtedness; and that the Issuer will establish rates and
chazges for the service furnished by its Sewer System sufficient in amount to promptly meet the principal
and interest requirements of this issue.
IN WITNESS WI�EREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City Council
has caused this Series 2010D Bond to be sealed with its official seal and to be executed on its behalf by
the facsimile signature of its Mayor, attested by the facsimile signature of its Clerk, and countersigned by
the facsimile signature of its Director, Office of Financial Services.
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor, Assistant Mayor, or Designee
Attest:
City Clerk
Countersigned:
Director, Office of Financial Services or Designee
m
10-155
CERTIFICATE OF AU'I`HENTICAfiION
This is one of the Series 2010D Bonds delivered pursuant to the Resolution mentioned within.
CITY OF SAINT PAUL, MINNESOTA
�l
City Treasurer
A-5
10-155
ASSIGNMENT
For value received, the undersigned hereby sells, assia s and transfers unto
the within Series 2�1�D Bond and all rights
thereunder, and does hereby irrevocably constimte and appoint attorney to
transfer the said Series 2010D Bond on the books kept for registration of the within Series 2010D Bond,
with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name as it
appeazs upon the face of the within Series 2010D Bond in every particular,
without alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion Signatures Pro�am ("MSP") or other such "signature
guazantee program" as may be determined by the Registraz in addition to, or in substitution for, STAMP,
SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Registcaz will not effect transfer of this 5eries 2010D Bond unless the information
conceming the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this Series 2010D
Bond is held by joint account.)
Please inseR social security or other idantifying number of assignee
�
10-155
EXHIBIT B
Saint Paul City, Minnesota
Sewer Revenue Bonds
Series 2010D
TERMS AND CONDITIONS
Tme Interest Cost for the Series 2010D Bonds: 33529613%
The Series 2010D Bonds shall mature on the dates and in the principal amounts set forth below:
Maturity
Date
June 1, 2011
December 1, 20ll
7une 1,2Q12
December i, 2012
June 1, 2013
December 1, 2013
Jime 1, 2014
December 1, 2014
June 1, 2015
December 1, 2015
June 1, 2016
December l, 2016
June 1, 2017
Decembee 1, 2017
June 1, 2018
December l, 2018
Iune 1, 2019
Decerabei 1. 3019
Principal
Amount
$175,000
175,000
18Q,00�
180,000
180,000
180,000
185,000
180,000
185,000
200,000
190,000
195,000
195,000
200,000
205,000
205,000
210,000
210,000
Interest
Rate
2.00%
3.00
2.0�
3.00
2.00
3.00
2.50
3.00
3.00
4.00
3.00
4.00
3.00
4.00
3.00
4.00
3.00
4.00
Yield
0.40%
0.58
�.73
0.85
1.00
1.10
1.30
1.45
1.70
1.84
2.07
2.17
2.38
2.43
2.67
2.70
2.84
2.87
$435,000 3.00% Term Bond due December 1, 2020x
Frice of 100.524% to Yield 2.94%
Pavment Date
June 1, 2020
December 1. 2020'`x
*Priced to the Optional Redemption Date af May I, 2020.
*'`Stafed Maturity
Principal Amount
�
$215,000
220,000
Price
101.983%
104.193
102.821
105.819
103.183
106.950
] 04.93$
107.080
106.494
111.721
105.419
111.421
104.101
ll 1.019
102.425
110.062
101.290
109.542
10-155
$455,000 3.00% Term Bond due December 1, 2021
Price of 99.506�10 to Yield 3.05%
Pavment Date
June 1,2021
Decem6ec 1, 2021* �
Princioal Amount
$225,000
23�,0�0
$465,000 4.00% Term Bond due December I, 2022x
Price of 107.480% to Yield 314°!0
Payment Date
June l, 2022
December 1, 2022**
Principal Amount
$230,000
235,000
$485,000 G.00% Term Bond due December 1, 2023*
Price of 106.666% to Yield 3.23%
P�ment Date
June 1, 2023
December 1, 2023**
Principal Amount
$240,000
245,000
$505,000 4.00% Term Bond due December l, 2024*
Price of 105.860% to Yield 332%
Pavment Date
7une 1, 2024
December l, 2024�`*
Princi�al Amount
$250,000
255,000
$525,00� 4.00% Term Bond due December 1, 2025�`
Frice of 105.061% to Yield 3A1%
Pavment Date
June 1, 2025
December 1, 2025*�`
"Priced to the Optional Redemption Date of May 1, 2020.
'�*Stated Maturiry
Principal Amount
$260,000
265,000
�
10-155
$545,000 4.00% Term Bond due December 1, 2026�`
Frice of 104.269% to Yield 3.SO�lo
Pavment Date
June 1, 2026
December 1, 2026xr
Principal Amount
$270,000
275,000
$565,000 4.00% Term Bond due December 1, 2027x
Price of 103.397% to Yield 3.60%
Pavment Date
Jupe 1, 2027
December 1, 2027*x
Principai Amount
$280,000
285,000
$585,000 4.00°lo Term Bond due December 1, 2028*
Price of 102.534% to Yield 3.70%
Payment Date
3une 1, 2028
December 1, 2028**
Principal Amount
290,000
295,000
$615,000 4.00% Term Bond due December 1, 2029*
Price of 101.679% to Yield 3.80%
Pavment Date
7une 1, 2029
Decembei 1, 2029�*
"Priced to the Optional Redemptzon Date of May 1, 2020.
* "Stated Matunty
Principal Amount
$305,000
310,000
I: C
10-155
EXFIIBIT C
PROPOSALS
�1WARD;
S.�LE:
Q Spsingsted
$9,000,000*
CITY OF SALtiT PAI,'L, MI�'\ESOTA
SER'ER RE�'EtiCE BO:VDS, SERIES 2010D
(BOOK ENTRY Otil.l�
LBS FL�'.4_�'CIAL SER47CES INC.
J.P. ]30RG:1N SECI�RITIES IYC.
Fe-bruary 10,2010
Spnngstedincaporated
380 Jackso� Strset Sude 3��
Saint PaW, MN 55101-28g7
TeI 651-223300G
Fax 651-2233�02
EmaA adnsors@spnrgstedcom
w�mv spnngsted com
bioaly's Rating: 9a2
Staudard & Poor's Ratiug: A?.?.
I¢terest Net Iuterest True Iuterest
Bidder Rates Price Cos[ Ra[e
tiBS FINAKCIAL SER47CES i•.A'C.
7.P. !ufORGAN SECURtTTES INC
2.00 6t112011
3.009 12/1201 t
2.00°k 6/ll20L
3 00% 12QI20L
2.0090 6rU2013
3.OD� 12i12013
250� 6/1/2014
3.0090 12/1201R-6/1l2015
4.W% ]2J1i2t715
3.00°k 6!1/?016
4.00`l0 12/12016
3.00% 6(1l2017
4.009 I2l120t7
3.009 611l201S
4.00% 12/12018
3 00"k 6/I/2019
4.00 1211�2014
3.�0% 6/1YZ020-12/1R021
4.00°k 6/L/2022-12/1/2029
S93?A.197.55 $3.545.015.23 3.34869
(Continuedi
Pub3iC Sedor Advisors
C-1
10-155
Interest \et Interest True Interest
Bidder Rates Price Cost Rate
�VELLS F.ARG0.4DVtSORS
WELLS Frll2G0 BROKER�GE
SERVICES,LLC
2.06�
2.309
?.159<
?.407
2.70 w
2.85 h
2.8759�
3-109c
3109
i.30�
3.409
3S0%
3.60�
3.625�
3.75 �
4.00'�
6/I/ZO11-12/I/2015
6/1i20i6
12/12016
6!1/2017-12/i/2017
bn,2ois-iznnois
6/1�2019
12/1/2019
6/112(t20.12l1�2020
6!]/2021-1211/2021
6/1/2A22-12/1i3022
6/1/2023-121t2023
6/1/2024-12/1/20?A
611t2p25
12/i/2025
6171202Gt2i]l2027
6f112028-121U2629
58.934.172.85 S3,562,665.5�
3.41639
PIPEK JAFFRAY & CO.
ROBERT W. BAIRD & COMPANY,
INCORPORATED
C.L HING & ASSOCI9TES
LOOP CAPITAL MARKETS. LLC
KILDARE CAPITAL
NW CAPITAL MARKETS INC.
DAVENPORT & COMPANY LLC
WEDBUSH biORGA�* SECURITIES
EDWARD D. 70NES & COMPANY
AUTCHINSOtY, SHOCKEY, ERLEY & CO.
CRONIN & COMPANY, INC.
2.00% 6/Il2011-12l1/20t2
2_SO�E 61172�t3-t211l2Q14
3.00 l0 6/1/2015-6/L/2018
4.00% 1211t2018-12712029
2.00% 6/1/ZA11-12/1/2015
2.54`� 6I172016-]211t2416
3.00� 6lll2017-1211/2030
4.QQ% 6/1/�1-12Q/2029
2.00� 6/1/2011-1211i201S
2.50% 6i1/2016
3.00� 1271f2016-12tt77Ai9
3.OS�k 6/12020
3.10% 12/1/2020
3.259 6lll2021
3.50� 12/il2021-12lI/2024
4.00� 6AY20?5-1211R029
3.00% 6/1l2011-611/2018
3.25�� 127112018-6f1l2019
3.50:� 12/U2019-6lll2080
4.00 k t211/2020.12l1I2029
$9,267,378.25 53.665,243.97
�9,128,553.50 53,615,359.81
$8,920,313.40 S3,727,756.16
$9,093.601.20 53.818.Q78.38
3.474t o
3.47b7 �
3.610090
3.6676 9
(Continued)
C-2
10-155
REOFFERIVG SCHEDULE OF THE PURCH:ISER
Ra[e
Year
Yield
Z.00h
3 00 �
2.00�
3.009c
2.00 °k
3.00�7
250�
3.009
3.W�
4.W�k
3.06'k
4.W%
3 009
4.009c
3.009�
4.009c
3.00 k
4.00�/c
3.00 k
3.00�7
3.00 k
3.00%
4.00 �
4.00%
4.00%
4.00%
4.00 k
4.00%
4.00�1
4.00%
4.W%
4.00 �
4.Q0�
4.00 �
4.W�
4.009c
4.00�
4.009
6il!2011
I2;1/2011
6/1;201:
12; t2012
6i 12013
12/1/2013
6!1l2014
t2l12014
6!i!?O15
12! 12015
6i1f2616
12/ 12016
6/1/2017
12/I/2017
6/1/2018
L71/2018
6!Il2019
12/1/2019
6/1/2020
t211/2020
6/1/2021
1271'2021
6l1t2022
121172022
6l1/2023
12i12023
6/ll2024
]2!1/2024
6/1/2025
12/1Y1-025
6/1/2026
12ri/2026
6/1/2027
12l1/2027
6li12028
12!1/2028
61112D29
12/1/2029
0.409
0.58 k
0.7i 9
0 85 `k
1.009c
1.10`�
1309
1.45 %
1.709
I.S490
2.D7%
2.17`70
238�
2.43 k
2.67 %
2.70 �
2.84 �
2.87 �
2.94 �
2.94 �
3.05 �
3.05 %
3.14`.�
3.14`70
3.23 %
3.23%
3.32�
3.32 �
3.41 �k
3.419
3.50%
3.50 c
3.60 a
360�
3.70 k
3.70'�
3.SD9.
3.80�
BBI: 4.36�
Average Mamriry: ll.406 Years
�` Snbsequait to bid ope�urig, the fssue sr�e deere¢sed fro�n $9, Olk�, 000 to .EB, 6Z0,OOD.
SA385-21 (BWJ)
32996v.5
G3