03-256� /��1 �O /yi�ir� i�, o?D�?3
Pid�es � �07
RESOLUTION
,,, CITY OF SAINT PAUL, MINNESOTA
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PROVIDING FOR THE ISSUANCE OF APPROXIMATELY
$27,235,000 SEWER REVENUE
REFLJNDING BONAS, SERIES 2003D
25 A. WHEREAS, the Director, Office of Financial Services, has presented proposals
26 received for the sale of approximately $27,235,000 Sewer Revenue Refunding Bonds, Series 2003D (the
27 "Series 2003D Bonds" or "Refunding Bonds" or "Bonds"), of the City of Saint Paul, Minnesota (the
28 "City"); and
29 B. WHEREAS, the proposals set forth on Exhibit A attached hereto were received
30 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 1030 a.m., Central Time,
31 this same day; and
32 C. WHEREAS, the Director, Office of Financial Services, has advised this Council
33 that the proposal of.�,�i�,o,�,✓�,; r&�,- found to be the most advantageous and has recommended
34 that said proposal be accepted; and y
35 D.
36 No. 88-835, entitled
37 Resolution"); and
WIIEREAS, on May 24, 1988, the City Council of the City adopted Resolution
"General Resolution Relating to Sewer Revenue Bonds" (the "General
38 E. WHEREAS, the General Resolution contemplates Supplemental Resolutions
39 which supplement or amend the General Resolution, including Supplemental Resolutions authorizing
40 the issuance of additional series of bonds secured on a parity with the Bonds inirially issued pursuant to
41 the General Resolution, which were the Gity's Sewer Revenue Bonds, Series 1988A (the "Series 1988A
42 Bonds"), which are no longer outstanding; and
Presented By
Referred
Councii Fife # � 3 � 25'6
Green Sheei # 114042
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Committee: Date
SUPPLEMENTING GENERAL
RESOLUTION RELATING TO
SBWER REVENUE BONDS t1ND
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1 F. WHEREAS, it is necessary and desirable to adopt this resolurion as a
2 Supplemental Resolurion to the General Resolufion to provide for the issuance of the Refunding Bonds
3 on a parity of lien with the City's Sewer Revenue Refunding Bonds, Series 1993 (the "Series 1993
4 Bonds" or "Prior Bonds") to refund, in a current refunding in advance of their stated maturities, all of
5 those Series 1993 Bonds which mature in the years 2004 and later (the "Refunded Bonds"), in the
6 aggregate principal amount of �28,435,004; and
7 G. VJf�.REAS, all of the outstanding Prior Bonds will be defeased upon the issuance
8 of the Refunding Bonds, so that the Refunding Bonds while technically on a parity with the Prior Bonds
9 will be the only bonds to which Revenues aze pledged under the General Resolution; and
10 H. WHEREAS, the Refunded Bonds are first oprionally redeemable on June 1, 2003,
11 without premium at a price of the par amount thereof plus accrued interest; and
12 I. WF3EREAS, additional moneys to redeem the Refunded Bonds and to defease the
13 2003 maturity of the 1993 Bonds shall be provided from the Reserve Account and Revenue Bond Debt
14 Service Account established hy the General Resolution; and
15 7. WHEREAS, refunding tbe Refunded Bonds is consistent with covenants made
16 with the holders thereof, and is necessary and desirable for the reduction of debt service cost to the City;
17 and
18 K. WI�REAS, Revenues of the Sewer System are being urilized to pay the City's
19 Water Pollution Abatement Bonds, and Revenues in the sixth use at section 4.03(A) of the General
20 Resolution have been pledged to the payment of the City's General Obligation Sewer Revenue Bonds,
21 Series 1998E, and the following seven outstanding Notes of the City: General Obligation Sewer
22 Revenue Note of 1993, General Obligation Sewer Revenue Note of 1994, General Obligation Sewer
23 Revenue Note of 1995, General Obligation Sewer Revenue Note of 1996, General Obligation Sewer
24 Revenue Note of 1997, General Obligation Sewer Revenue Note of 1999, and General Obligarion Sewer
25 Revenue Note of 2004 (collectively, the "General Obligation Bonds and Notes"); and
26 L. WT�EREAS, the Reserve Account will be funded for the Refunding Bonds by a
27 surety bond as permitted by the General Resolution; and
28 M. WI�REAS, the City wall deliver the Refixnding Bonds in "giobai book-entry
29 form" as described in the General Resolution, and the City has heretofore executed a Blanket Issuer
30 Letter of Representations (the "Letter of Representations") setting forth various matters relating to The
31 Depository Trust Company as Depository and its role with respect to the Refunding Bonds; and
32 N. WHEREAS, "Holder" as used herein means the person in whose name a
33 Refunding Bond is registered on the registration books of the City maintained by the registrar appointed
34 as provided in pazagraph 9(the "Bond Registrar"); and
35 O. WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(4),
36 publac sale requirements do not apply to the Refunding Bonds, because the City has retained an
37 independent financial advisor and this Council has determined to sell the Refunding Bonds by private
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negotiation, and the City has instead authorized a competitive sale without publication of norice thereof
as a form of private negotiation; and
3 P. WF-IEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
4 "participating underwriters" from purchasing ar sellang the Refunding Bonds unless the City undertakes
5 to pmvide certain continuing disclosure with respect to the Refunding Bonds; and
6 Q. WFTEREAS, proposals for the Refunding Bonds have been solicited by
7 Springsted Incorporated pursuant to an Official Statement and Terms of Proposal therein; and
8 R. WHEREAS, in the Tenns of Proposal the City retained the right to increase or
9 reduce the principal amount of the Refunding Bonds in multiples of $5,000 in any of the maturities, and
10 due to a big premium proposed the City has chosen to adjust the principal amount by a$955,000
11 decrease overall:
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NOW, THEREFORE, BE IT RESOLVED by the Council of the Ciry of Saint Paul,
Minnesota, as follows:
l. Supplemental Resolution No 2• Pazity Bonds• Caroitalized Terms. This resolutior.
is "Supplemental Resolution No. 2" to the General Resolution, and constitutes a"Supplemental
Resolution" as defined therein. The Series 2003D Bonds are "Additional Bonds" which are "Fixed Rate
Bonds" and "Tax-Exempt Bonds", all as defined in the General Resolution. It is hereby found,
determined and declared that (1) the Series 2003D Bonds are issued on a parity of lien with the Series
1993 Bonds pursuant to Secrion 6A2(B) of the General Resolution to refund a portion of the Series 1993
Bonds, and (2) as required in the General Resolution, the aggregate principal and interest to become due
in any Fiscal Year after the issuance of such refunding Additional Bonds will not be more than the
principal and interest which would have been due in any future Fiscal Year if such refunding Additional
Bonds had not been issued. Capitalized terms used in this resolution which aze not defined herein but
which are defined in the General Resolution shal] have the meanings given such terms in the General
Resolution.
2. Acceptance of Pro_posal. The proposal of Salomon Smith Bamey, Inc. ( the
"Purchaser"), to purchase the proposed $27,235,000 Sewer Revenue Refunding Bonds, Series 2003D, of
the City (the "Refunding Bonds" or "Series 2003D Bonds" or "Bonds", or individualiy a"Refunding
Bond" or "Series 2003D Bond" or "Bond"), in accordance with the Terms of Proposal for the bond sale,
at the rates of interest set forth hereinafter, and to pay for the Refunding Bonds the susn of
$28,015,582.64, plus interest accrued to settlement, is hereby found, determined and deciared to be the
most favorable proposal received and is hereby accepted for Refunding Bonds in the principal amount of
$26,280,000 at a purchase price of $27,033,345.80, plus accrued interest to settlement, and the
Refunding Bonds are hereby awarded to the Purchaser. The Director, Office of Financial Services, or
his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others
making proposals their good faith checks or drafts.
37 3. Title; Ori�inal Issue Date: Denominations; Maturities. The Refunding Bonds
38 shall be titled "Sewer Revenue Refunding Bonds, Series 2003A", shall be in the aggregate principal
39 amount of $26,280,000, shall be dated April ], 2003, as the date of original issue and shall be issued
40 forthwith on or after such date as fully registered bonds. The Refunding Bonds shall be numbered from
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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. Repiacement Bonds, if issued as provided in paragraph 7, shall be in the denomination
of $5,000 each or in any integral multiple thereof of a single maturity. The Refunding Bonds shall
mature on December 1, as provided in Section 2.08 of the General Resolution, in the years and amounts
as follows:
Yeaz
2004
2005
2006
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Amount
$5,750,QQ0
5,900,000
6,000,000
Year Amount
2007 $ 5,130,000
200$ 3,500,000
Compared to the proposed maturiries in the Terms of Proposal, the above schedule
represents a deczease of $955,OOQ in the year 2007.
4. Purpose; Refundine Findin�s. The Refunding Bonds (together with other
availabla funds appropriated and $5,309,573.62 from the Reserve Account and $2,652,112.50 from the
Revenue Bond Debt Service Account) shall provide funds for (1) a current refunding of all of the City's
outstanding Prior Bonds which mature on or after December 1, 2004 (which caliable outstanding Prior
Bonds are herein refened to as the "Refunded Bonds") and (2) the defeasance of the December 1, 2003,
maturiry of the Prior Bonds. The Prior Bonds were issued to advance refund the Series 1988A Bonds
and thereby fmance Improvements to the Sewer System (the "Improvements"). It is hereby found,
determined and declared that such refunding is necessary or desirable for the reduction of debt service
cost to the Ciry.
19 5. Interest. The Refunding Bonds shall beaz anterest payable semiannually on June 1
20 and December 1 of each year as provided in Section 2.08 of the General Resolution (each, an"Interest
21 Payment Date"), commencing December 1, 2003, calculated on the basis of a 364-day year of twelve
22 30-day months, at the respective rates per annusn set forth opposite the maturity years as follows:
Maturitv Year
2004
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2006
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Interest Rate
2.00%
2.00
2.40
Maturitv Year
2007
2008
Interest Rate
2.70%
4.00
6. Descriprion of the Global Certificates and Global Book-Entrv S�tem. Upon their
original issuance the Refunding Bonds will be issued in the £orm of a single Global Certificate for each
maturity, deposited with The Depository Trust Company or its agent as the Depository by the Purchaser
and immobilized as provided in paragraph 7, all in accordance with (and as provided in, and with the
force and effect provided in) Secrions 2.01 and 2.11 of the General Resolution.
29 7. Immobilization of Global Certificates by the D�ositorv Successor Depository;
30 Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, which request is
31 required by the Terms of Proposal, immediately upon the original delivery of the Refunding Bonds the
32 Purchaser will deposit the Global Certificates representing all of the Refunding Bonds with the
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1 Depository or its agent, subject to the possible issuance later of Replacement Bonds, alI in accordance
2 with (and as provided by, and with the force and effect provided in) Section 2.12 of the General
3 Resolution.
4 8. No Redemntion. The Refunding Bonds shall not be subject to redemption and
5 prepayment prior to their mahuity.
6 9. Bond Registrar. As provided in Section 2.03 of the General Resolution, U.S.
7 Bank National Association is appointed to act as bond registrar and transfer agent with respect to the
8 Refunding Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is
9 duly appointed, A successor Bond Registrar shall be an officer of the City or a bank or trust company
10 eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may be
11 appointed pursuant to any contract the City and such successor Bond Registraz shall execute which is
12 consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor
13 paying agent is duly appointed. Principal and interest on the Refunding Bonds shali be paid to the
14 Holders (or record holders) of the Refunding Bonds in the manner set forth in the fonns of Refunding
15 Bond and paragraph 15.
16 10. Forms of Bond. The Refunding Bonds shall be in the form of Global Certificates
17 unless and until Repiacement Bonds aze made available as provided in paragraph 7, all pursuant to
18 Sections 2.01, 2.14 and 217 of the General Resolution. Each form of bond may contain such additional
19 or different terms and provisions as to the form of payment, record date, notices and other matters as are
20 consistent with the Letter of Representations and approved by the City Attorney.
21 A. CT1oba1 Certificates. The Global Certificates, together with the legend regarding
22 bond insurance, the Certificate of Registration, the form of Assignment and the registration information
23 thereon, shall be in substantially the following form and may be typewritten rather than printed:
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1 Financial Guazanty Insurance Policy No. (the "Policy") with respect to payments due for
2 principal of and interest on this bond has been issued by Ambac Assurance Corporarion ("Ambac
3 Assurance"). The Policy has been delivered to The Bank of New Irork, New York, New York, as the
4 Tnsurance Trustee under said Policy and will be held by such Insurance Trustee or any successor
5 insurance frustee. The Policy is on file and available for inspection at the principal office of the
6 Insurance Trustee and a copy thereof may be secured from Ambac Assurance or the Insurance Tmstee.
7 All payments required to be made under the Policy shall be made in accordance with the provisions
8 thereof. The owner of this bond aclaiowledges and consents to the subrogation rights of Ambac
9 Assurance as more fu11y set forth in tha Policy.
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LTNITED STATES OF AMBRICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SA1NT PAUL
R-
INTEREST
RATE
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REGISTERED OWNBR:
PRINCIPAL AMOUNT:
SEWER REVENUE
REFiJNUINCt BOND, SERIES 2003D
MATIIKTTY
DATE
December 1,
DATE OF
ORIGINAL ISSUE
Apri11,2003
DOLLARS
$
CUSIP
KNOW ALL PBRSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey
County, Minnesota (the "Issuer" or "Ciry"), 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, and to pay interest thereon semiannually on June 1 and December 1 of each year (each,
an"Interest Payment Date"), commencing Aecember 1, 2003, at the rate per annuxn specified above
(calculated on the basis of a 36Q-day year of twelve 3Q-day months) until the principai sum is paid or
has been provided for. This Bond will bear interest from the most recent Interest Payment Date to
which interest has been paid or, if no interest has been paid, from the date of original issue hereo£ The
principal of and premium, if any, on this Bond are payable in same-day funds by 230 p.m., Eastern
time, upon presentation and surrender hereof at the principal office of
in , Minnesota (the "Bond Registrar"), acting as paying agent,
or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each
Interest Payment Date in same-day funds by 230 pm. Eastern time, to the person in whose name this
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1 Bond is registered (the "Holder" or "Bondholder") on the registration books of the Tssuer maintained by
2 the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of
3 the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Interest
4 payments shall be received by the Holder no later than 2:30 p.m, Eastem time; and principal and
5 premium payments shall be received by the Holder no later than 2:30 pm., Eastern time, if the Bond is
6 surrendered for payment enough in advance to permit payment to be made by such time. Any interest
7 not so timely paid shall cease to be payable to the person who is the Holdez hereof as of the Regular
8 Record Date, and shali be payable to the person who is the Aolder hereof at the close of business on a
9 date (the "Special Record Date") fixed by the Bond Registraz whenever money becomes available for
10 payment of the defaulted interest. Norice of the Special Record Date sha11 be given to Bondholders not
11 less than ten days prior to the Special Record Date. The principai of and premium, i£ any, and interest
12 on this Bond are payable in lawful money of the United States of America.
13 Date of Pavment Not Business Day. If the date for payment of the principal of, premium,
14 if any, or interest on this Bond shall be a Sahuday, Sunday, legal holiday or a day on which banking
15 institutions in the City of New York, New York, or the city where the principal office of the Bond
16 Registrar is located are authorized by law or executive order to close, then the date for such payment
17 shall be the next succeeding day which is not a Saturday, Sunday, iegal holiday or a day on which such
18 banking insfitutions are authorized to close, and payment on such date shall have the same force and
19 effect as if made on the nominal date of payment.
20 No Redemption. The Bonds of this issue (the "Bonds") are not subject to redemption and
21 prepayment prior to their maturity.
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Issuance: Pur�ose: Securitv. This Bond is one of an issue in the total principal amount of
$26,280,000, all of like date of original issue and tenor, except as to number, maturiry, interest rate and
denomination, which Bond has been issued pursuant to and in full conformity with the Constiturion and
laws of the State of Minnesota, including particularly Minnesota Statutes, Section 475.67, and the
Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on May 24,
1988 (the "General Resolution"), as supplemented on March 12, 2003 (the "Supplemental Resolution")
(collectively, the "Resolution"), for the purpose of providing, together with certain other moneys of the
Issuer, funds sufficient for a current refunding of the Issuer's Sewer Revenue Refunding Bonds, Series
1993, maturing in 2004 and later. This Bond has been issued to aid in financing a sewage disposal
system or part thereof pursuant to Minnesota Statutes, Section 115.46. This Bond is payable out of the
Revenue Bond Debt Service Account of the Issuer's Sewer Service Enterprise Fund, to which have been
pledged revenues of the Issuer's Sewer System. The Bonds and the interest thereon are payable solely
and exclusively from the Revenues (as defined in the Resolution) of the Sewer System of the Issuer
pledged to the payment thereof, and sums held in a Reserve Fund, and do not consritute a debt of the
Issuer within the meaning of any constitutional, Charter ar statutory limitation of indebtedness. In the
event of any default hereunder, the Holder of this Bond may exercise any of the rights and priviieges
granted by the laws of the State of Minnesota subject to the provisions of the Resolurion. T`he 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. The Issuer is authorized under certain conditions to issue additional
revenue obligarions on a parity of lien with these Bonds, ail as provided in the Resolution. The Bonds
of this series and any other revenue obligafions hezeafter issued on a pariry therewith are referred to
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herein as the "Parity Bonds". All other capitalized terms used but not defined herein have the meanings
assigned to those terms in the Resolution.
Holders. For the purposes of all acrions, 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.
4 Action bv Holders. The Holders of fifty-one percent (51%) or more in aggregate
10 principal amount of all Bonds at any time outstanding under the Resolution as supplemented may, either
11 at law or in equity, by suit, action, or other proceedings, protect and enforce the rights of a11 Holders of
12 Bonds then outstanding, or enforce and compel the performance of any and all of the covenants and
13 duties specified in the Resolution to be performed by the Issuer or its officers and agents; provided,
14 however, that nothing shall affect or impair the right of any Bondholder to enforce the payment of the
15 principal of and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to
16 pay the principal of and interest on each of the Bonds issued to the respective Holders thezeof, at the
17 time and place, from the source and in the manner provided in the Bonds.
18 Denominations: Exchanee: Resolution. The Bonds are issuable originally only as Global
19 Certificates in the denomination of the entire principal amount of the issue maturing on a single date.
20 Global Certificates are not exchangeable for fully registered bonds of smaller denominations except in
21 exchange for Replacement Bonds if then available. Replacement Bonds, if made available as provided
22 below, are issuable solely as fully registered bonds in the denominations of $5,000 and integral
23 multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other
24 authorized denominations in equal aggregate principal amounts at the principal office of the Bond
25 Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is
26 hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of
27 the Resolution aze on file in the principal office of the Bond Registrar.
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Modification of Resolution. No change, amendment, modification or alteration shall be
made in the covenants made with Holders of all Bonds issued under the Resolution as from time to time
supplemented without the consent of the Holders of not less than sixty percent (60%) in aggregate
principal amount of all such Bonds then outstanding except for changes, amendments, modifications and
alterations (a) made to cure any ambiguity or formal defect or omission, or (b) made in connection with
the issuance of Additional Bonds, or (c) which preserve the exclusion from gross income of interest on
the TaY-Exempt Bonds under Secrion 103 of the Internal Revenue Code of 1986, as amended, or (d)
which are reasonably necessary to preserve the rating then in effect for any 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 far the benefit of the Holders of all or a portion of the Bonds of a series, or (e) which
increase the debt service coverage ratio specified for Addifional Bonds, or ( fl which would not
matexially prejudice the Holders of outstanding Bonds; provided, however, that nothing herein contained
shall permit or be construed as permitting (1) an extension of the maturity of the principal of 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
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1 otherwise provided in the Resolution, or (4) a reduction in the aggregate principal amount of Bonds
2 required for consent to anp change, amendment, modificafion oz alteration, or (5) the creation of any iien
3 ranking prior to or on a parity with the lien of the Bonds, except as expressly pemufted by the
4 Resolution as supplemented, or (6) a modification of any of the provisions of this paragraph, without the
S consent of the Holders of one hundred percent (100%) of the principal amount of all Bonds outstanding.
6 Renlacement Bonds. Replacement Bonds may be issued by the Issuer in the event that:
7 (a) the Depository shall zesign or discontinue its services for the Bonds, and the
8 Issuer is unabie to locate a substitute depository within two (2) months following the resi�ation
9 or determination of non-eligibility, or
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(b) upon a determinarion by the Issuer in its sole discretion that (1) the continuation
of the book-entry system described in the Resolution, which precludes the issuance of certificates
(other than Global Certificates) to any Holder other than the Depository (or its nominee), might
adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best
interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds.
Transfer. This Bond shall be registered in the name of the payee on the books of the
Issuer by presenting this Bond for registration to the Bond Regastrar, who will endorse his, her or its
name and note the date of registration opposite the name of the payee in the certificate of registration
attached hereto. Thereafter this Bond may be transfened by delivery with an assignment duly executed
by the Holder or his, her or its legal representatives, and the Issuer and Bond Registrar may treat the
Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this
Bond is presented with such assignment for registration of transfer, accompanied by assurance o£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 Bond Registrar, all subject to the terms and conditions provided
in the Resolution and to reasonable regulations of the Issuer contained in any ab eement with, or notice
to, the Bond Registrar. Transfer of this Bond may, at the direction and expense of the Issuer, be sub}ect
to certain other restzictions if required to qualify this Bond as being "in registered form" within the
meaning of Section 149(a) of the federai Internal Revenue Code of 1986, as amended.
2& Fees upon Transfer or Loss. The Bond Registraz may require payment of a sum
29 sufficient to cover any tax or other governmental charge payable in connection with the transfer or
30 exchange of this Bond and any legal or unusuai costs regarding transfers and lost Bonds.
31 Treatment of Reeistered Owner. The Issuer and Bond Registrar may treat the person in
32 whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
33 provided (except as othenvise provided with respect to the Record Date) and for all other purposes,
34 whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be
35 affected by notice to the contrary.
36 Authenticafion. This Bond shall not be valid or become obligatory for any puzpose or be
37 entitled to any security unless the Certificate of Authentication hereon shall have been executed by the
38 Bond Registraz.
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Not Oualified Tax-Exempt Oblieations. The Bonds have not been designated by the
Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal Intemal
Revenue Code of 1986, as amended.
4 IT IS HEREBY CERTIFTED AND RECITED that all acts, conditions and things
5 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done,
6 to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have
7 happened and have been performed, in regular and due form, time and manner as required by law; that
8 this Bond, together with all other debts of the Issuer outstanding on the date of oziginal issue hereof and
9 on the date of its issuance and delivery to the original purchaser, does not exceed any constitutaonal or
10 statutory or Charter limitation of indebtedness; and that the Issuer will establish rates and charges for the
11 service fiunished by its Sewer System sufficient in amount to promptly meet the principal and interest
12 requirements of this issue.
13 IN WIT'NESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its
14 City Council has caused this Bond to be sealed with its official seal and to be executed on lts behalf by
15 the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile signature of its
16 Clerk, and countersigned by the photocopied facsimile signature of its Director, Office of Financial
17 Services.
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Date ofRegistrafion
BOND R.EGISTRAR'S
CERT]FICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned within.
Bond Registraz
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Authorized Signature
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(SEAL)
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial Sezvices
Sewer Revenue Refunding Bond, Series 2003D, No. R-
1504194v3
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CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or his, her or its legal representative last noted below.
DAT`E OF SIGNATURE OF
REGISTRATION REGISTERED OWNBR BOND REGISTRAR
1504194v3 j'L
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ABBREVIATIONS
T`he following abbreviarions, when used in the inscriprion on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
IT TEN - as j oint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust)
under the
1504194v3
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above 1ist.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the attached Bond and
4 does hereby irrevocably consritute and appoint
5 attomey to transfer the Bond on the books kept for the registrafion thereof,
6 with fu11 power of substiturion in the premises.
7 Dated:
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Notice: The assignor`s signature to this assignment must conespond with
the name as it appears upon the face of the attached Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company ar by a brokerage fum 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:
1504194v3
(Include information for all joint owners
if the Bond is held by joint account.)
14
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1 B. Replacement Bonds. If the Ciry has notified Holders of the Refunding Bonds that
2 Replacement Bonds have been made available as provided in Section 2.12 of the General Resolution,
3 then for every Refunding Bond thereafter transferred or exchanged the Bond Registrar shall deliver a
4 certificate in the form of the Replacement Bond rather than the Global Certificate, but the Holder of a
5 Global Certificate shall not otherwise be required to exchange the Global Certificate for one or more
6 Replacement Bonds since the City recognizes that some beneficial owners may prefer the convenience
7 of the Depository's registered ownership of the Refunding Bonds even though the entire issue is no
8 longer required to be in global book-entry form. The Replacement Bonds, together with the legend
9 regarding bond insurance, Bond Registrar's Certificate of Authentication, the form of Assignment and
10 the registrarion inforniation thereon, shall be in substantially the following form, with para�aphs
11 identical to those of the form of Global Certificate stated by heading or initial text only:
1504194v3 1$
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0
Financial Guaranty Insurance Policy No. (the "Policy") ....
UNIZ`ED STATES OF AMERICA
STATE OF NIINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
R-
SEWER REVENUE
REFLTNDING BOND, SERIES 2003D
TNTEREST
RATE
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REGISTEREA OWNER:
PRINCIPAL AMOi7NT:
MAITJRITX
DATE
December 1,
DATE OF
ORIGINAL ISSUE
April 1, 2003
DOLLARS
S
CUS1P
15 KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey
16 County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises
17 to pay to the registered owner specified above, or registered assigns, in the inauner hereinafter set forth,
18 the principal amount specified above, on the maturity date specified above, and to pay interest thereon
19 semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"), commencing
20 December 1, 2003, at the rate per annuxn specified above (calculated on the basis of a 360-day year of
21 twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will beaz
22 interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has
23 been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are
24 payable upon presentation and surrender hereof at the principal office of
25 , in , (the "Bond Registrar"),
26 acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this
27 Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name
28 this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained
29 by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day
30 of the calendar month next preceding such Tnterest Payment Date (the "Regulaz Record Date"). Any
31 interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the
32 Regulaz Record Aate, and shall be payable to the person who is the Holder hereof at the close of
33 business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes
34 available for payment of the defaulted interest. Notice of the Special Record Date sha11 be given to
35 Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if
36 any, and interest on this Bond are payable in lawful money of the United States of America.
1504194v3 1(
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REFERENCE IS HEREBY MADE TO THE FUR'I �HER PRO VISIONS OF THIS
BOND SET FORTH ON TF� REVERSE HEREOF, WIIICH PROVISIONS SHALL FOR ALL
PLTRPOSES HAVE TF� SAME EFFECT AS IF SET FORTH HERE.
4 IT IS HEREBY CERTIFIED AND RECITED ....
s IN WITNESS VJI3EREOF, the City of Saint Paul, Ramsey Counry, Minnesota, by its
6 City Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be
7 executed on its behalf by the original or facsunile signature of its Mayor, attested by the original or
8 facsunile signature of its Clerk, and countersigned by the original or facsimile signature of its Director,
9 Office of Financial Services.
1504194v3 1'�
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Date of Registration
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned within.
Bond Registrar
�
Authorized Signature
�4�1
Registrable by:
Payable at:
CITY OF SAINT PAUL,
R.AMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial Services
1504194v3 1 g
ON REVERSE OF BOND
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Date of Pavment Not Business Day.
No Redemotion_
Issuance; Puipose: Secutitv.
Holders.
Acrion bv Holders.
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Denominations: Exchanee: Resolution. The Bonds are issuable solely as fully registered
bonds in the denominations of $S,QOQ and integral multiples thereof of a single maturity and are
exchangeable far fully registered Bonds o£ other authorized denominations in equal aggregate principal
amounts at the principal office of the Bond Registrar, but only an the manner and subject to the
limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of
the Bond Registrar.
Modification of Resolution
Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender
hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to
reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar.
Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange
for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in
blank or to "beaxer" or similar designation), of an authorized denomination or denominations, in
aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing
interest at the same rate.
Fees upon Transfer or Loss.
Treatment of Reaistered Owner.
Authentication
Not Oualified T�-Exempt Obli atp ions.
n:�a.���iF��[�1��
1504194v3
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ASSIGNMENT
2
For value received, the undersigned hereby sells, assigns and transfers unto
the within Band and
4 does hereby irrevocably constitute and appoint
5 attorney to transfer the Bond on the books kept for the registration thereof,
6 with full power of substitution in the premises.
Dated:
Notice:
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Signature Guaranteed:
The assignor's signature to this assignment must correspond with
the name as it appeazs upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm hav3ng a
membership in one of the major stock exchanges or any other "Eligible Guarantor Tnsritution" as defined
in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
conceming the transferee requested below is provided.
Name and Address:
1504194v3
(Include informarion for all joint owners
the Bond is held by joint account.)
ZO
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1 11. Execution. As provided in Section 2.04 of the General Resolution, the Refunding
2 Bonds sha11 be executed on behalf of the City by the signatures of its Mayor, Clerk and Director, Office
3 of Financial Services, each with the effect noted on the forms of the Refunding Bonds, and be sealed
4 with the seal of the City; provided, however, that the seal of the City may be a printed or photocopied
5 facsimile; and provided further that any of such signatures may be printed or photocopied facsuniles and
6 the cotporate seal may be omitted on the Refunding Bonds as pemutted by law. In the event of
7 disability or resignation or other absence of any such officer, the Refunding Bonds may be signed by the
8 manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer.
9 In case any such officer whose signature or facsimile of whose signature shall appear on the Refunding
10 Bonds shall cease to be such officer before the delivery of the Refunding Bonds, such signature or
11 facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had
12 remained an office until delivery.
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12. Authentication: Date of Revistration. As provided in Section 2.05 of the General
Resolution, no Refunding Bond shall be valid or obligatory for any purpose or be entitled to any security
or benefit under this resolution unless a Ceriificate of Authenrication on such Refunding Bond,
substantially in the form hereinabove set forth, shall have been duly executed by an authorized
representative of the Bond Registrar. Certificates of Authentication on different Refunding Bonds need
not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the
City on each Refunding Bond by execution of the Certificate of Authentication on the Refunding Bond
and by inserting as the date of registration in the spaca provided the date on which the Refund'mg Bond
is authenticated. For purposes of delivering the original Global Certificates to the Purchaser, the Bond
Registrar shall insert as the date of registration the date of original issue, which date is April l, 2003.
The Certificate of Authentication so executed on each Refunding Bond shall be conclusive evidence that
it has been authenticated and delivered under this resolution.
25 13. ReQistration; Transfer; Exchange. As provided in Sections 2.06, 2.15 and 218 of
26 the General Resolution, the City will cause to be kept at the principal office of the Bond Registrar a
27 bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the
28 Bond Registrar shall provide for the registration of Refunding Bonds and the registtation of transfers of
29 Refunding Bonds entitled to be registered or transfened as herein provided.
30 The registration, transfer and exchange of the Refunding Bonds shall be governed by
31 Sections 2.06, 2.15 and 2.18 of the General Resolution.
32 14. Riahts Upon Transfer ar ExchanQe. As provided in Section 2.07 of the General
33 ResoIution, each Refunding Bond delivered upon transfer of or in exchange for or in lieu of any other
34 Refunding Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were
35 carried by such other Refunding Bond.
36 15. Interest Pavment: Record Date. As provided in Secrion 2.08 of the General
37 Resolution, interest on any Global Certificate shall be paid as provided in the first paragraph thereof, and
38 interest on any Replacement Bond sha11 be paid on each Interest Payment Date by check or dra8 mailed
39 to the person in whose name the Replacement Bond is regstered (the "Holder") on the registration
40 books of the Ciry maintained by the Bond Registrar, and in each case at the address appearing thereon at
41 the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest
1504194v3 21
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1 Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be
2 payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to
3 the person who is the Holder thereof at the close of business on a date (the "5pecial Record Date") fixed
4 by the Bond Registraz whenever money becomes available for payment of the defaulted interest. Norice
5 of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10)
6 days prior to the Special Record Date.
7 16. Aolders_ Treahnent of Reeistered Owner Consent of Holders. Section 2.09 of the
8 General Resolution shall apply to the Refunding Bonds.
9 17. Delivery; Application of Proceeds. The Global Certificates when so prepared and
10 executed shall be delivered by the D'uector, Office of Financial Services, to the Purchaser upon receipt
ll of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof.
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18. Fund and Accounts. There has heretofore been created, by the General
Resolution, a special fund of the City designated the "Sewer Service Enterprise Fund" (the "Fund"). The
Fund shall continue to be operated as provided in the General Resolution, except as provided herein.
For the convenience and proper adminastrafion of the moneys to be borrowed and repaid on the
Refunded Bonds, and to make adequate and specific security to the Purchaser and holders from time to
fime of the Refunded Bonds, there is hereby created in the Fund the additional account provided below,
to be administered and maintained as a bookkeeping account in the Fund separate and apart from all
other accounts maintained therein. The Fund shall be maintained as provided in the General Resolution,
especially Article N thereof, except as modified herein, and in the manner herein specified until all of
the Refunded Bonds have been paid and until all of the Refunding Bonds and the interest thereon have
been fully paid. There shall be maintained in the Fund a separate account in addition to those heretofore
created, to be designated the "2003 Refunding Escrow Account".
(i) 2003 Refunding Escrow Account. The 2003 Refunding Escrow Account shall be
maintained as an escrow account with U.S. Bank National Association (the "Escrow Agent") in
St. Paul, Minnesota, which is a suitable fmancial institution within the State �vhose deposits are
insured by the Federal Deposit Insurance Corporation and whose combined capital and surplus is
not less than $500,000. All proceeds of the sale of the Refunding Bonds shall be applied,
together with $5,309,573.62 from the Reserve Account and $2,652,112.50 from the Revenue
Bond Debt Service Account, to fund the 2003 Refunding Escrow Account or to pay costs of
issuing the Refunding Bonds. Proceeds of the Refunding Bonds not used to pay costs of
issuance are hereby irrevocably pledged and appropriated to the 2003 Refunding Escrow
Account, together with ali investment earnings thereon. The 2003 Refunding Escrow Account
shall be invested in securities maturing or callable at the option of the holder on such dates and
bearing interest at such rates as shall be required, together wiffi any cash or other funds retained
in the 2003 Refunding Escrow Account, to provide sufficient funds to pay when due (1) upon
redempfion on June 1, 2003, the principal amount of the Refunded Bonds and the interest
thereon and (2) the interest on the 2003 maturity of the Series 1993 Bonds due on June 1, 2003,
and the principal and interest due thereon on December 1, 2403. From the 2003 Refunding
Escrow Account there shall be paid (1) the principal of the Refunded Bonds due by reason of
redemption on the call date of June l, 2003, and the interest fliereon and (2) the interest on the
2003 maturity of the Series 1993 Bonds due on June 1, 2003, and the principal and interest due
1504194v3 'ZZ
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1 thereon on December 1, 2003. The moneys in the 2003 Refunding Escrow Account shall be
2 used solely for the purposes herein set forth and for no other purpose, except that any surplus in
3 the 2003 Refunding Escrow Account may be remitted to the City, all in accordance with an
4 agreement (the 'Bscrow Agreement") by and between the City and Escrow Agent, a form of
5 which a�eement is on file in the office of the City Clerk. Any moneys remitted to the City upon
6 termination of the Escrow Ao eement shall be deposited in the Revenue Bond Debt Service
7 Account. Earnings in the 2003 Refunding Escrow Account shall not constitute, or be part of,
8 "Revenues" as defined in the General Resolution.
9 (ii) Debt Service. Debt service on the Refunding Bonds shall be paid as provided in
10 the General Resolution, and payments into the Revenue Bond Debt Service Account with respect
11 to the Refunding Bonds shall commence in the month of May, 2003.
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(iii) Operarine Reserve Subaccount. The City Council shall take appropriate action in
maintaining ffie balance on hand in the Operating Reserve Subaccount at the Operating Reserve
Requirement.
As provided in Section 5.02 of the General Resolution, no portion of the proceeds of the
Refunding Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace
funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a
reasonable temporary period until such proceeds are needed for the purpose for which the Refunding
Bonds were issued, (2} as part of a reasonably required reserve or replacement fund not in excess of ten
percent (10%) of the proceeds of the Refunding Bonds (or in a higher amount which the City establishes
is necessary to the satisfaction of the Secretary of the Treasury of the United States), and (3) in addition
to the above in an amount not greater than $100,000. To this effect, any proceeds of the Refunding
Bonds and any sums from time to time held in the 2003 Refunding Escrow Account or Fund (ar any
other City account which will be used to pay principal or interest to become due on the Refunding
Bonds) in excess of amounts which under then-applicable federal arbitrage regulations may be invested
without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions
imposed by said arbitrage regulations on such inveshnents after taking into account any applicable
"temporary periods", "minor portion" or reserve made available under the federal arbitrage regulations.
In addirion, the proceeds of the Refunding Bonds and money in the 2003 Refixnding Escrow Account or
Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United
States or any agency or instnunentality thereof if and to the extent that such investment would cause the
Refunding Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the federal
Internal Revenue Code of 1986, as amended (the "Code").
19. Pari Bonds. To provide moneys for payment of the principal and interest on the
Refunding Bonds, there is hereby pledged to the payxnent of the Refunding Bonds as "Additional
Bonds" under the General Resolution all those items pledged to the payment of Bonds in the General
Resolution. The covenants made in Article V of the General Resolution shall apply to the Refunding
Bonds, except that pazagraph 36 sha11 control and override Secrion 5.05 of the General Resolu6on. 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 Refunding Bonds. Additional Bonds may be issued as provided in Article VI of
1504194v3 2.3
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fhe General Resolution. Suits by Bondholders, amendments and discharge shall be governed by Article
VII of the General Resolution.
20. General Obligation Bonds and Notes: Prioritv� Sufficiencv Findin¢. The Genera;
Obligation Bonds and Notes are hereby confirmed to have a priority of lien on Revenues subordinate to
the priority of lien of the Refunding Bonds, specifically the prioriry derived from their pledge of
Revenues in the siYth use at Section 4.03(A) of the General Resolurion. Pursuant to para�aph 18 of the
resolution authorizing the City's General Obligation Sewer Revenue Bonds, Series 1498E, and
paragraph 10 of each of the other resolutions authorizing the General Obligation Bonds and Notes, the
Refunding Bonds shall have a lien on Revenues that is superior to the General Obiigation Bonds and
Notes, specifically the priority derived from the pledge to the Refunding Bonds of Revenues in the first
use at Section 4.03(A) of the General Resolution. As required by said paragraphs 18 and 10, the City
Council hereby fmds, deternrines and declares 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 Refunding Bonds.
21. Municipal Bond Insurance.
(A) Credit Facilitv. The Credit Facility for the Refunding Bonds shall be the
Financial Guaranty Insurance Policy issued pursuant to commitment No. 24471, effective upon the
issuance of the Refunding Bonds, issued by Aznbac Assurance Corporation. Ambac Assurance
Corporation is the "Credit Provider" for the Refunding Bonds. Said Credit Facility insures oniy the
payment of debt service (which does not include an}� premium due on payment of a Refunding Bond) on
the Refunding Bonds.
22 (B) Incorporation. Section 3.09 of the General Resolution governs municipal bond
23 insurance on certain of the Series 1988A Bonds. Section 3.09 of the General Resolution as modified
24 herein shall apply to the Refunding Bonds as if set forth here, with the following changes for purposes
25 of this resolution:
26 1. References to the "Credit Facility" and "Municipal Bond Insurance Policy" shall
27 be to the Financial Guaranty Insurance Policy issued by Ambac Assurance Corporation pursuant
28 to commitment No. 24471.
29 2. References to the "Credit Provider" or "AMBAC Indemnity" shall be to Ambac
30 Assurance Corporation.
31 3. References to "Insured Bonds" shall be to the Refunding Bonds.
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4. References to the "Resolution" shall be to this resolution and, as appropriate, to
the General Resolution it supplements as it relates to the Refunding Bonds.
5. In addition to the consents set forth in Section 3.09(C)(2) of the General
Resolution, the Credit Provider's consent will be required for the purpose of removal of the
paying agent and selection and appoinhnent of any successor paying agent.
15�4194v3
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1 6. Tn addition to the consents set forth in Secfion 3.09(C) o£fhe General Resolutian,
2 there shall be the following consent of the Credit Provider in the event af insolvency: Any
3 reorganization or liquidation plan with respect to the City must be acceptable to the Credit
4 Provider. In the event of any reorganization or liquidafion, the Credit Provider shall have the
5 right to vote on behalf of all holders of the Refunding Bonds who hold the Credit Provider-
6 insured bonds absent a default by the Credit Provider under the applicable Municipal Bond
7 Insurance Policy insuring the Refunding Bonds.
8 1. As to notices required by Section 3.04(D) of the General Resolution, the City (1)
9 shall send notices to the Credit Provider to the attention of the Surveillance Deparhnent, unless
10 otherwise indicated, and shall also notify the Credit Provider with notices sent pursuant to the
11 Continuing Disclosure Undertaking, (2) shall notify the Credit Provider, to the attention of the
12 General Counsel Office, of any failure of the City to provide relevant notices, certificates, etc.,
13 and (3) shall notify the Credit Provider, to the attention of the General Counsel Office,
14 immediately if at any time there are insufficient moneys to make any payments of principal
15 andlar interest as required and immediately upon the occurrence of any event of default
16 hereunder.
17 8. Permitted investments at Section 3.09(E) of the General Resolution shall include
18 at (1) senior debt obligations of other Govemment Sponsored Agencies approved by the Credit
19 Provider; shall include at (2) those of the Export-Import Bank and Rural Economic Community
20 Development Administration but sha11 exclude those of the Farmers Home Administration and
21 General Services Administration; shall include at (2) direct obligations of the following federal
22 agencies which obligations are not fully guaranteed by the full faith and credit of the United
23 States of America: (a) senior debt obligations issued by the Federai National Mortgage
24 Association (FNMA) ar Fedezal Home Loan Mortgage Corporation (FHLMC), (b) obligarions of
25 the Resolution Funding Corporation (REFCORP), (c) senior debt obligations of the Federal
26 Home Loan Bank System, and (d) senior debt obligations of other Government Sponsored
27 Agencies approved by the Credit Provider; shall exclude those at (3) in FDIC insured accounts;
28 at (4) shall apply only to domestic, not foreign, banks, and rarings on holding companies shall
29 not be considered as the rating of the bank; shall inciude commercial paper which is rated at the
30 time of purchase in the single highest classificarion, "A-1+" by Standard & Poor's Corporation
31 and "P-1 ° by Moody's Investors Service and which matures not more than 270 days after the date
32 of purchase; shall include at (5), in lieu of the money market funds stated there, money market
33 funds rated "AAAm" or "AAAm-G" or better by Standard & Poor's Coiporation; and shall
34 include other foims of investment (including repurchase agreements) approved in writing by the
35 Credit Provider; at (7) shall be approved in writing by the Credit Provider; and at a new (8)
36 added hereby shall include municipal obligations rated "Aaa/AAA" or general obligations of
37 States with a rating of "A2lA" or higher by both Moody's and S&P.
38 9. The definifion of "Value" in Section 3.09(E) of the General Resolution shall have
39 the following substituted for paragraphs (I) and (II): "(I-II) for the purpose of deternuning the
40 amount in any fund, all Pernutted Invesiments credited to such fund shall be valued at fair
41 market value. The City shall detemune the fair market value based on accepted industry
42 standards and from accepted industry providers. Accepted indushy providers shall include but
1504194v3 25
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are not lunited to pricing services provided by Financial Tunes Interacrive Data Corporation,
Merrill Lynch, Solomon Smith Barney, Beaz Stearns, or Lehman Brothers."
10. Section 3.09(F)(3) as to obligations to be used for defeasance purposes is deleted
and shall not be applicable.
11. The following provisions shall apply in lieu of 5ection 3.09(G) of the General
Resolution:
"As long as the Credit Facility shall be in fu11 force and effect, the City and any Fiduciary
agree to comply with the following provisions:
9 (a) At least one (1) day prior to all Interest Payment Dates the City or Fiduciary, if any,
10 will deternune whether there will be sufficient funds in the Funds and Accounts to pay
11 the principal of or interest on the Refunding Bonds on such Interest Payment Date. If the
12 City or Fiduciary, if any, deternunes that there will be insufficient fixnds in such Funds or
13 Accounts, the City or Fiduciary, if any, shall so notify the Credit Provider. Such notice
14 shall specify the amount of the anticipated deficiency, the Refunding Bonds to which
15 such deficiency is applicable and whether such Refunding Bonds will be deficient as to
16 principal or interest, or both. If the City or Fiduciary, if any, has not so notified the
17 Credit Provider at least one (1) day prior to an Interest Payment Date, the Credit Provider
18 will make payments of principal or interest due on the Refunding Bonds on or before the
19 first (l day next foliowing the date on which the Credit Provider shall have received
20 notice of nonpayment from the City or Fiduciazy, if any.
21 (b) The City or Fiduciary, if any, shall, after giving notice to the Credit Provider as
22 provided in (a) above, make available to the Credit Provider and, at the Credit Provider's
23 direction, to The Bank of New York, in New York, New York, as insurance trustee for
24 the Credit Provider or any successor insurance tnxstee (the "Insurance Trustee"), the
25 registration books of the City maintained by the Fiduciary, if any, and all records relaring
26 to the Funds and Accounts maintained under this resolurion.
27 (c) The Fiduciary, if any, shall provide the Credit Provi�er and the Insurance Trustee
28 with a list of registered oumers of Refunding Bonds entitled to receive principal or
29 interest payments from the Credit Provider under the terms of the Municipal Bond
30 7nsurance Policy, and shail make arrangements with the Insurance Trustee (i) to mail
31 checks or drafts to the registered owners of Refunding Sonds entifled to receive full or
32 partial interest payments from the Credit Provider and (ii) to pay principal upon
33 Refixnding Bonds surrendered to the Tnsurance Tnxstee by the registered owners of
34 Refunding Bonds entitled to receive full or partial principal payments from the Credit
35 Provider.
36 (d) The Fiduciary, if any, shall, at the fime it provides notice to the Credit Provider
37 pursuant to (a) above, notify registered owners of Refunding Bonds entided to receive the
38 payxnent of principal or interest thereon from the Credit Provider (i) as to the fact of such
39 entitlement, (ii) that the Credit Provider will remit to them all or a part of the interest
40 payments next coming due upon proof of Holder entitlement to interest payments and
1504194v3 2(
d3-�.s�
1 delivery to the Insurance Trustee, in form satisfactory to the Tnsurance Trustee, of an
2 appropriate assignment of the registered owner's right to payment, (iii) that should they
3 be entitled to receive full payment of principal from the Credit Provider, they must
4 suzrender their Refunding Bonds (along with an appropriate instrument of assignment m
5 form satisfactory to the Insurance Trustee to permit ownership of such Refunding Bonds
6 to be registered in the name of the Credit Provider) for payment to the Insurance Trustee,
7 and not the Fiduciary, if any, and (iv) that should they be entitled to receive partial
8 payment of principal from the Credit Provider, they must surrender their Refunding
9 Bonds for payment thereon first to the Fiduciary, if any, who shall note on such
10 Refunding Bonds the portion of the principal paid by the Fiduciary, if any, and then,
11 along with an appropriate instrument of assignment in form satisfactory to the Insurance
12 Trustee, to the Insurance Trustee, which will then pay the unpaid portion o£principal.
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
(e) In the event that the Fiduciary, if any, has notice that any payment of principal of or
interest on a Refunding Bond which has become Due for Payment and which is made to a
Holder by or on behalf of the City has been deemed a preferential transfer and theretofore
recovered from its registered owner pursuant to the United States Bankruptcy Code by a
trustee in banla�uptcy in accordance with the final, nonappealable order of a court having
competent jurisdicrion, the Fiduciary, if any, shall, at the time the Credit Provider is
notified pursuant to (a) above, notify all registered owners that in the event that any
registered owner's payment is so recovered, such registered owner will be entlfled to
payxnent from the Credit Provider to the extent of such recovery if sufficient funds are
not otherwise available, and the Fiduciary, if any, shall furnish to the Credit Provider its
records evidencing the payments of principal of an interest on the Refunding Bonds
which have been made by the Fiduciary, if any, and subsequently recovered from
registered owners and the dates on wh3ch such payments were made.
( fl In addition to those rights granted the Credit Provider under this resolurion, the Credit
Provider shall, to the extent it makes payment of principal of or interest on Refunding
Bonds, become subrogated to the rights of the recipients of such payments in accordance
with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation
(i) in the case of subrogation as to claims for past due interest, the Fiduciary, if any, shall
note the Credit Provider's ri�ts as subrogee on the registration books of the City
maintained by the Fiduciary, if any, upon receipt from the Credit Provider of proof of the
payment of interest thereon to the registered owners of the Refunding Bonds, and (ii) in
the case of subrogration as to claims for past due principal, the Fiduciary, if any, sha11
note the Credit Provider's rights as subrogee on the registratlon books of the City
maintained by the Fiduciary, if any, upon surrender of the Refunding Bonds by the
registered owners thereof together with proof of the payment of principal thereof."
12. Under Section 3.09(I� of the General Resolution, any successor paying agent for
the Refunding Bonds shall not be appointed unless AMBAC approves such successor in writing;
and, notwithstanding any other provision of this resolution (and, as appropriate, the General
Resolution as it relates to the Refunding Bonds), no removal, resignation ar ternunation of the
paying agent for the Refunding Bonds shall take effect until a successor, acceptable to the Credit
Provider, shall be appointed.
1504194v3
27
��. �SG
1 13. To the extent this resolution (and, as appropriate, the General Resolurion as it
2 relates to the Refunding Bonds) confers upon or gives or grants to the Credit Provider any right,
3 remedy or claun under or by reason of this resolurion (and, as appropriate, the General
4 Resolution as it relates to the Refunding Bonds). the Credit Provider is hereby explicitly
5 recognized as being a third-party beneficiary hereunder and may enforce any such remedy or
6 claim conferred, given or granted hereunder.
10
11
12
13
14
15
16
22. Surety Bond in Lieu o£Funded Reserve Account. The Reserve Requirement for
the Refunding Bonds is $2,628,400. It shall be sarisfied by the following surety bond in accordance
with Section 4.05(H) of the General Resolution: the Surety Bond issued by Ambac Assurance
Corporation pursuant to Commitment No. SB24472. Said surety bond is a Credit Facility as defined in
the General Resolution, and meets all requirements of said Section 4.05(H): the proceeds of said surety
bond aze available for the purposes of the Reserve Account; in calculating whether the Reserve
Requirement is met, said surety bond shall be valued at its stated amount or, if less, the amount which
remains available thereunder; the substitution of said surety bond for cash does not result in the lowing
of the ratings now in effect for any series of Bonds; and said surety bond states an expiration or
termination date which is not prior to the last maturity date of the Refunding Bonds.
17 "Surety Bond" means the surety bond issued by Ambac Assurance Corporation ("Ambac
18 Assurance") guaranteeing certain payments into the Reserve Account with respect to the Refunding
19 Bonds as provided therein and subject to the limitations set forth therein.
20 With respect to the Surety Bond, Ambac Assurance (1) shall have consent rights set forth
21 in Section 3.09(C)(1) and (2) of the General Resolution, (2) shall receive notices as set forth in Section
22 3.09(D) of the General Resolution as supplemented by paragraph 21 of this resolution and also
23 immediately upon payment default under any related security agreement.
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
As long as the Surety Bond shall be in full force and effect, the City and Fiduciary, if
appropriate, agree to comply with the following provisions:
(a) In the event and to the extent that moneys on deposit in the Reserve Account,
plus all amounts on deposit in and credited to the Reserve Account in excess
of the amount of the Surety Bond, are insufficient to pay the amount of
principal and interest coming due, then upon the later of (i) one (1) day
after receipt by the General Counsel of Ambac Assurance of a demand for
payment in the form attached to the Surety Bond as Attachment 1(the
"Demand far PaymenY'), duly executed by the Fiduciary certifying that
payment due under the zesolutian has not been made to the Fiduciary; or (ii)
the payment date of the Refunding Bonds as specified in the Demand for
Payxnent presented by the Fiduciary to the General Counsel of Ambac
Assurance, Ambac Assurance will make a deposit of funds in an account
with the Fiduciary or its successor, in New York, New York, sufficient for
the payment to the Fiduciary of amounts which are then due to the Fiduciary
under the resolution (as specified in the Demand for Payment) up to but not
in excess of the Surety Bond Coverage, as defined in the Surety Bond;
provided, however, that in the event that the amount on deposit in, or
1504194v3
['�:?
!��- 3s',6
1 credited to, the Reserve Account, in addition to the amount available under
2 the Surety Bond, includes amounts available under a letter of credit,
3 insurance policy, Surety Bond or other such funding instrument (the
4 "Additional Funding InstnmienY'), draws on the Surety Bond and the
5 Additional Funding Instruznent shall be made on a pro rata basis to fund the
6 insufficiency.
7 (b) The Fiduciary, if appropriate, sha11, after submitting to Ambac Assurance the
8 Demand for Payment as provided in (a) above, make available to Ambac
9 Assurance a11 records relating to the Funds and Accounts maintained under
10 this resolution.
11 (c) The Fiduciary, if appropriate, shall, upon receipt of moneys received from
12 the draw on the Surety Bond, as specified in the Demand for Payment, credit
13 the Reserve Account to the extent of moneys received pursuant to such
14 Demand.
15 (d) The Reserve Account shall be replenished in the following priority as a use
16 of funds set forth in Section 4.03(A) Second and Third: (i) principal and
17 interest on the Surety Bond shail be paid from the first available Revenues;
18 (ii) after all such amounts are paid in full, amounts necessary to fund the
19 Reserve Account to the required Ieve1, after taking into account the amounts
20 available unde"r the Surety Bond, shall be deposited from next available
21 Revenues.
22 The Mayor, Clerk and Director, Office of Financial Services, shall execute the Guaranty
23 Agreement relating to the Surety Bond in substantially the form provided in connection with the
24 Commitment for the Surety Bond.
25 23. Appropriation. If an initial appropriation to the 2003 Refunding Escrow Account
26 in addirion to the trans£ers stated in paragraph 18(i) is necessary to accomplish the re£unding of the
27 Refunding Bonds, such appropriarion is hereby authorized and made, and payment shall be made from
28 the Operation and Maintenance Account of the Fund.
29 24. Securities: Escrow Agent. Securities purchased from moneys in the 2003
30 Refunding Escrow Account shall be limited to securities set forth in Minnesota Statutes, Section 475.67,
31 Subdivision 8, and any amendments or supplements thereto. Securities purchased from the 2003
32 Refunding Escrow Account shall be purchased simultaneously with the delivery of the Refunding
33 Bonds. The City Council has investigated the facts and hereby fmds and determines that the Escrow
34 Agent is a suitable financial insfitution to act as escrow agent.
35 25. Redemprion of Refunded Bonds. The Refunded Bonds shall be redeemed and
36 prepaid on 7une 1, 2003, a11 in accordance with the terms and conditions set forth in the Notice of Call
37 for Redemption attached hereto as E�ibit A, which terms and conditions are hereby approved and
38 incorporated herein by reference. A Notice of Call for Redemption in substantially such form shall be
39 mailed to the paying agent and shall be given by the paying agent as provided in Section 2.02 of the
40 General Resolurion.
1504194v3 29
D3_ �r6
1 26. Escrow Aereement. On or prior to the delivery of the Bonds the Mayor, Clerk
2 and Director, Office of Financial Services, shall, and are hereby authorized and directed to, execute on
3 behalf of the City an Escrow Agreement. All essential terms and conditions of such Escrow Agreement
4 are hereby approved and adopted and made a part of this resolurion, and the City covenants that it will
5 prompfly enforce all provisions thereof in the event of default thereunder by the Escrow Agent. The
6 2003 Refunding Escrow Account and Escrow Agreement provide for the discharge of the Prior Bonds as
7 set forth in Section 7.03 of the General Resolution.
8 27. Purchase of Securities. The Treasurer, or anyone designated by the Treasurer to
9 act in his or her behalf, is hereby authorized and directed to purchase securities for the 2003 Refunding
10 Escrow Account, including any appropriate United States Treasury Securities, State and Local
11 Govemment Series ("SLGS"), from the proceeds of the Re£unding Bonds in accordance with the
12 provisions of this resolution, and to execute all documents (including the appropriate subscription form)
13 which may be required to effect a purchase of SLGS in accordance with the applicable U.S. Treasury
14 Regulations.
15 28. Intentionallv Omitted.
16 29. Records and Certificates. As provided in Section 7.05 of the General Resolution,
17 the officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to
18 the attorneys approving the legality of the issuance of the Refunding Bonds, certified copies of all
19 proceedings and records of the City relating to the Refunding Bonds and to the fmancial condition and
20 affairs of the City, and such other affidavits, certificates and information as are required to show the
21 facts relating to the legality and mazketabiliry of the Refunding Bonds as the same appear from the
22 books and records under their custody and control or as otherwise known to them, and all such certified
23 copies, certificates and affidavits, including any heretofore furnished, sha11 be deemed representations of
24 the City as to the facts recited therein.
2� 30. Neeative Covenants as to Use of Proceeds and Improvements. As provided in
26 Section 5.03 of the General Resolution, the City hereby covenants not to use the proceeds of the
27 Refunding Bonds or to use the improvements financed with the proceeds of the Prior Bonds, or to cause
28 or permit them or any of them to be used, or to enter into any deferred payment arrangements for the
29 cost of such improvements, in such a manner as to cause the Refiznding Bonds or Prior Bonds to be
30 "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. The City
31 reasonably expects that no actions will be taken over the term of the Refunding Bonds that would cause
32 them to be private activity bonds, and the average term of the Refunding Bonds is not longer than
33 reasonably necessary for the governmental purpose of the issue. The City hereby covenants not to use
34 the proceeds of the Refunding Bonds in such a manner as to cause the Refunding Bonds to be "hedge
35 bonds" within the meaning of Section 149(g) of the Code, and the principal amount and maturities of the
36 Bonds have been determined and scheduled in order to comply with Section 149(g)(3)(C�(ii) of the
37 Code.
38 31. Tax-Exempt Status of the Refundine Bonds: Rebate• Elections. As provided in
39 Section 5.04 of the General Resolution, the City shall comply with requirements necessary under the
40 Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the
41 interest on the Refunding Bonds, including without limitation requirements relating to temporary
tsact9avs 30
a� --�s�
1 periods for investments, limitations on amounts invested at a yield greater than the yield on the
2 Refunding Bonds, and the rebate of excess investment earnings to the United States.
3 If any elections are available now or hereafter with respect to arbitrage or rebate matters
4 relating to the Refunding Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services,
5 or any of them, are hereby authorized and directed to make such elections as they deem necessary,
6 appropriate or desirable in connection with the Refunding Bonds, and all such elections shall be, and
7 shall be deemed and treated as, elections of the City.
8 32. No Desienation of Oualified Tax-Exempt Oblieations. The Refunding Bonds,
9 together with other obligations issued by the City in 2003, exceed in amount those which may be
10 qualified as "qualified ta�c-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and
11 hence are not designated for such purpose.
12 33. Letter of Reoresentarions. The Letter of Representations for the Bonds is hereby
13 confirmed to be the Blanket Issuer L,etter of Representations dated April 10, 1996, by the City and
14 received and accepted by The Depository Trust Company. So long as The Depository Trust Company is
15 the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the
16 provisions of the Letter of Representations, as it may be amended or supplemented by the City from
17 time to time with the agreement or consent of The Depository Trust Company.
18 34. Ne¢otiated Sale. The City has retained Springsted Incorporated as an independent
19 fmancial advisor, and this Council has heretofore deternuned, and does hereby deternune, to sell the
20 Refunding Bonds by private negotiation to the Purchaser, all as provided by Minnesota Statutes, Section
21 475.60, Subdivision 2(9).
22 35. Continuing Disclosure. The City is an obligated person with respect to the
23 Refunding Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the
24 "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
2S Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
26 "Undertaking") hereinafter described, to:
27 A. Provide or cause to be provided to each nationally recognized municipal securities
28 informarion repository ("NRMSIR") and to the appropriate state information depository ("SID"),
29 if any, for the State of Minnesota, in each case as designated by the Commission in accordance
30 with the Rule, certain annual financial information and operating data in accordance with the
31 Undertaking. The City reserves the rigbt to modify from time to time the ferms of Yhe
32 Undertaking as provided therein.
33 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
34 Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of
35 certain material events with respect to the Refunding Bonds in accordance with the Undertaking.
36 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSTR or to tbe
37 MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information
38 with respect to the City described in the Undertaking.
1504194v3 3 1
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The City agrees that its covenants pursuant to the Rule set forth in this paragraph 35 and
in the Undertaking are intended to be for the benefit of the Holders of the Refunding Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be lunited to a right to obtain specific enforcement of the City's obligarions under the
covenants.
6 The Mayor and Director, Office of Financial Services, or any other officers of the City
7 authorized to act in their stead (the "Officers"), are hereby authorized and directed to execute on behalf
8 of the City the Undertaking in substantially the fotm presented to the City Council, subject to such
9 modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)
10 required by the Purchaser, and (iii) acceptable to the Officers.
11 36. Override of General Resolution "Revenues" as defined in the General Resolution
12 shall not include earnings on the 2003 Refunding Escrow Account. Neither the Series 1993 Bonds nor
13 any subsequent Additional Bonds shall have any lien on the 2003 Refunding Escrow Account or claam
14 thereto.
15 The use of accrued interest on the Refunding Bonds shall be as provided in paragraph 18,
16 notwithstanding Section 4.04(B)(1) of the General Resolution, and no interest is necessary to be
17 capitalized for purposes of Section 4.04(B)(2) of the General Resolution.
18 Notwithstanding Section 5.05 of the General Resolution, the terms and provisions of this
19 resolution shall be and constitute a covenant on the part of the City to and with only each and every
20 Holder from time to time of the Refunding Bonds.
tsoaisa�s 32
03 - �s�
37. Severabilitv. As provided in Section 7.06 of the Cieneral 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, para�aph or provision shall not affect any of
the remaitvng provisions of this resolution.
38. Headin�s. As provided in Section 7.07 of the General Resolution, headings in
this resolution are included for convenience of reference only and are not a part hereof, and shali not
lnnit or define the meaning of any provision hereof.
by Council Secretary BY�
1!���U3 ' � . . . . �'��I�1�'`�.�
�
1504194v2
33
Adopted by Council: Date ,q�c /� �iJd 3 Form Approved by Cit AAttome^
. �: :
NOTICE OF CALL FOR REDEMPTION
$28,435,000 OF THE SEWER REVENIIE
REFUNDING BOI�IDS, SERIES 1993
CITY OF SAINT PAUL
RAMSEY COUNTY
MINNESOTA
a3•�5�
NOTTCE IS HEREBY GNEN that by order of the City Council of the City of Saint Paul,
Ramsey County, Minnesota, there have been called far redemption and prepayment on
7une 1, 2003,
outstanding bonds of the City designated as Sewer Revenue Refunding Bonds, Series 1993,
bearing a date of original issue of April 1, 1993, hauing stated maturity dates on December 1 in
the years set forth below, bearing interest at the rates per annum set forth below for such maturity
years, bearing the CUSIP numbers set forth below for such maturity years and totalling
$28,435,000 in principal amount:
Mahxrity Principal
Year Amount
2004 $ 5,585,000
2005 5,875,000
2008 16,975,000
Interest CUSIP
Rate Number
5.35% 793071 AY7
5.35 793071 AZ4
5.60 743071 BA8
The entire outstanding amount of the issue maturing after 2003 is being called. The bonds are
being called at a price of pu plus accrued interest to June 1, 2003, on which date all interest on
said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested
to present their bonds for payment at the office of U.S. Bank National Association, in Saint Paul,
Minnesota, on or before 7une 1, 2003.
Dated April _, 2003.
BIr ORDER OF THE CITY COUNCIL
City Clerk
Additional information
may be obtained from:
isosu��i
Financial Services
266-8837
DATE M(MTFD -
0��,03 GREEN SHEET
ininawara _ _
ASSIGN
NUMBERFOR
ROUTING
ORDER
TOTAL # OF SIGPIATURE PAGES
ba �
No 114042
u OFraxnAEHrowECroR _�I`I cm WuxW- _
� CRYATTORNEY ] CI(TCIERK
❑ FINANCW.SERVICESDIR _� FQLWCWLSQtVIACCiG
� 61AYOR ❑
1_ (CLIP ALL LOCATfONS FOR SIGNATURE)
�is resoWtion accepts the winning proposal and awartls Ne bid foc the $27,235,000
rwer Revenue Refunding Bonds, Series 2003D. This is a competitive bond sale and the award
going to the bidder found most advantageos (lowest cost) to the City.
PLANNING COMMISSION
CB COMMITTEE
CIVfL SERVICE COMMISSION
RSONAL SERVICE CONTRACfS MUST ANSWER THE FOLLOWING QUESTIONS:
Has this peYSOn/firm eVer vro�ke0 UMef a COM2Ct fM Ni5 departmenf�
YES NO
Has this perso�rm ever been a cM1y emptoyee?
YES NO
Dces ihis persoNFxm possess a sk01 fwt �wrmally possessetl by afry cucrent city employee?
YES NQ
Is tfus persoNfirm a Wrgeted vendoR
YES NO
IATING PROBLEM ISSUE, OPPORTUNITY (Who, What, When, Where, Why)
bontls are for the purpose W rePoMing the 1993 Sewer Revenue RePontling eonds, and vnll be repaid by sewer revenues.
IF APPROVED
will be available to refuntl the 1993 Sewer Revenue Refunding Bontls.
IF APPROVED
�uedetl to rePorW ihe 1993 Sewer Rever�ue Refimdi�g Bontls vn'N not be avadaDk.
OF TF2ANSACTION S Sn.zas.000
C0.5IIREVENUE BUDGETE� (CIRCLE ON�
YES NO
SOURCE ACTNITYNUMBER
��, zsc
SS SEVE°dTH PLACE EAST, SUITE 100
SAINT PAUL, MN 's5101-2857
651.223.3000 FAX:6iL223.3002
/ E ,�G11L: ad��sors a(�s'pringsted.com
1�
March 12, 2003
Mr. Matt Smith, Director of �inancial Services
Ms. Barb Maynard, Treasurer
Mr. Todd Hurley, Municipal Debt Manager
City of St. Paul Treasury Division
Office of Financial Services
160 City Hall
15 West Kellogg Blvd
Saint Paul, MN 55102
°' I
f ..
SPRINGSTED
Advisars to the Publit Sertor
RE: Recommendations for Award of City of Saint Paul's:
$26,280,000 Sewer Revenue Refunding Bonds, Series 2003D
Dear Mr. Smith, Ms. Maynard and Mr. Hurley:
This lerier summarizes the results of the competitive bids opened at 10:30 a.m. this morning tor
this issue.
Purpose of Issues
The purpose of this issue is to `currenY refund the City's Sewer Revenue Refunding Bonds,
Series 1993. The objective ofi the refunding is to reduce future interes? costs of the Utility, and
to replace the existing Debt Service Reserve fund with a`surety bond'. The reserve
repiacement process will make availabie $5,309,000 of formerly restricted cash, for the
repayment of outstanding bonds.
The favorable sale results made it possible to reduce the amount of the borrowing to
$26,280,000 from the original estimated amount of $27,235,000.
Tax-Exempt Market Rates
The municipal tax-exempt market continues in a historic low range. The na±ional index of these
interest rates, the BBI, is at the very low point of 4.69%.
CORPORATE OFFlCE.� SAINT PAUL, MN � Visit our website at www.springsted.wm
IOWA a KANSAS � MINNESOTA � VIRGINIA • WASHINGTON, DC * WISCONS[N
City of Saint Paul, Minnesota
March 12, 2003
Page 2
Sale Resulis
03- �sc
The City received seven bids on this issue. The senior managers of the bidding syndicates
were as follows:
Rank Bidder
Salomon Smith Barney, tnc.
UBS PaineWebber Inc.
Advest, lnc
RBC Dain Rauscher Inc.
US Bancorp Piper Jaffray
Merrill Lynch & Co.
First Albany Corporation
TIC %
1.8558%
i .8658%
1.8732%
1.8802%
1.8845%
1.9253%
1.9496%
The lowest or best bid was received from Salomon Smith Barney at a true interest rate of
1.8558%. This rate resulted in a net present value interest cost savings after deducting all
financing costs of $2,685,011. The net future va�ue savings were $2,549,401.
We require bidders to submit their bids on a"True Interest Rate" (TIC) basis, so as to reflect
the present value oi their bids and thereby ensure the City award based on the lowest cost to
the City. We have enclosed bid tabulation forms for each issue summarizing the bid specifics
and composition oi each undetwriting syndicate.
Recommendation
We recommend award of saie to Salomon Smith Barney.
Basis of Recommendation
The results of this sale process are historicai low interest rates both for the Sewer Utility and the
City. This sale process began over one year ago when area investment bankers approached
the City with `synthetic' refunding proposals yielding a small fraction of the interest cost savings
achieved today. Our recommendations estimated net present value savings of approximately
$2,000,000. The results are far superior to that estimate both on a dollar amaunt and as a
percentage. The objectives underfying this issue were exceeded with interest rates well below
the estimates, and interest cost savings on the refunding issue welf in excess of estimate.
Credit Rating and Bond insurance
The City and the Sewer Utility received credit rating upgrades for this issue trom both Standard
& Poor's and Moody's 4nvestors Service. The S&P rating is "AAA", the only such rated sewer
utility in the nation. The rating by Moody's is now A1. The City conducted an intensive eftort
with the rating services to achieve these outcomes.
We recommended bond insurance for this issue with the same bond insurance firm as is
insuring the outstanding 1993 Bonds. The bond insurance accomplished two objectives. First,
with the two different ratings, it provides additional credit support for the issue for certain types
of bond investors. Second, the ability to replace the Debt Service Reserve with the surety bond
43- zS�
City of Saint Paul, Minnesota
March 12, 2003
Page 3
is predicated on having bond insurance. The application of bond insurance assisted in
achieving the favorable results ot this sale process.
We welcome any questions regarding this issuance process.
We are pleased to again be of service to the City and the Sewer Utility.
Respectfully,
--°---�
�
David N. MacGillivray
Chaisman
s}a
Enclosure
85 E. SEVEN7H PLACE, SUITE 100
SAINT PAUL, MN SS10I-2887
651223.3000 FAX:651Z233002
E-MAIL: adviwrsa�.iprinys[ed,com
��
$27,235,000%
�3-��.G
SPRINGSTED
AJvisors co the Pu61ic Sector
CITY OF SAINT PAUL, MINNESOTA
SEWER REVENUE REFUNDIN6 BONDS, SERIES 2003D
(BOOK ENTRY ONLY)
AWARD: SALOMON SMITH BARNEY
BANC OF AMERICA SECURITIES LLC
CRONIN & COMPANY, 1NCORPORATED
CITIZENS BANK
HUTCHINSON, SHOCKEY, ERLEY & COMPANY
STEPHENS, INC.
SALE:
March 12, 2003
Moody's Rating: Aaa
Standard & Poor's Rating: AAA
Ambac Insured
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
SALOMON SMITH BARNEY
BANC OF AMERICA SECURITIES LLC
CRONIN & COMPANY, ]NCORPORATED
CITIZENS BANK
HUTCHINSON, SHOCKEY, ERLEY &
COMPANY
STEPHENS, INC.
UBS PAINEWEBBER INCORPORATED
WILLIAM BLAIR & COMPANY
ADVEST, INC.
RAYMOND JAMES & ASSOCIATES
2.00% 2004-2005
2.40% 2006
2.70% 2007
4.00% 2008
2.00% 2004
5.00% 2005-2008
2.00% 2004-2005
2.25% 2006
4.25% 2�07-20�8
$28,075,582.64 $1,813,794.03 1.8558°l0
$29,824,527.30 $],900,306.03
$28,433,863.71 $1,852,244.62
1.8658%
1.8732%
(Continued)
CORPOR9T6 OFFICE: SAiNT PAUL, MN • Visrt our website at www sprmgsred com
DES MOINES, IA • MILWAUKEE, Wi • MMNEAPOLIS, MN • OVERLAND PARK, KS • VIAGINIA BEACH, VA • WASHINGTON, DC
03 _.�s6
Interest Net In[erest True Interest
Bidder Rates Price Cost Rate
RBC DAIN RAUSCHER INC.
ABN-AMRO FINANCIAL SERVICES
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
STIFEL, NICOLAUS & CO., INC.
HANIFEN IMHOFF
CHARLES SCHWAB & COMPANY
U.S. BANCORP PIPER 7AFFRAY INC
WELLS FARGO BROKERAGE
SERVICES, LLC
MERRILL LYNCH & CO.
2.00% 2004-2005
5.00% 2006-2008
2.00% 2004-2006
4.00%O Z007-2008
2.Q0% 20Q4-2005
3.00 % 2006
3,50% 2007
$29,352,412.29 $1,900,421.04
$28,255,&21.59 �1,854,711.74
$28,293,555.35 $1,894,994.65
1.8802 %
1.8845 %
1.9253 %
FIRST ALBANY CORPORATION
2.50% 2004
3.00% 2005-2006
3.25% 2007-2008
$28,262,377.41 $1,911,680.92 I.9496%
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Z.00 %
2.00 %
2.40 %
2.70 %
4.00%
Year
2004
2005
2006
2007
2008
Yield
NRO
1.25 %
1.60%
2.00 %
NRO
BBI: 4,69%
Average Maturity: 3,508 Years
* Subsequent to bid apening, the issue size was reduced by $955, 000 jrom $27,235, 000 to $26,280,000. The December 1, 2007
maturiry was reduced by $955, 000 from $6, 085, 000 to $5,130, 000.
03• ��'`
1 F. Wf�REAS, it is necessary and desirabie to adopt this resolution as a
2 Supplemental Resoluti n to the General Resolution to provide for the issuance of the Refunding Bonds
3 on a parity of lien with e City's Sewer Revenue Refunding Bonds, Series 1993 (the "Series 1993
4 Bonds" or "Prior Bonds") refund, in a current refunding in advance of their stated maturities, all of
5 those Series 1993 Bonds w' h mature in the years 2004 and later (the "Refunded Bonds"), in the
aggregate principal amount
and
7 G. WHEREA , all of the outstanding Prior Bonds will be defeased upon the issuance
8 of the Refunding Bonds, so that th Refunding Bonds while technically on a parity with the Prior Bonds
9 will be the only bonds to which Re nues are pledged under the General Resolution; and
10 H. WHEREAS, th efunded Bonds are first optionally redeemable on June 1, 2003,
11 without premium at a price of the par ount thereof plus accrued interest; and
12 I. WI�EREAS, addirio a]
13 2003 maturity of the 1993 Bonds shall be pr
14 Service Account established by the General R
15 J. WHEREAS, refunding
16 with the holders thereof, and is necessary and
17 and
18
19
20
21
22
23
24
25
moneys to redeem the Refunded Bonds and to defease the
ided from the Reserve Account and Revenue Bond Debt
�solution; and
ded Bonds is consistent with covenants made
for the reduction of debt service cost to the City;
K. WHEREAS, Revenues of the Sebver System are being utilized to pay the City's
Water Pollution Abatement Bonds, and Revenues in the�xth use at section 4.03(A) of the General
Resolution have been pledged to the payment of the City' General Obligation Sewer Revenue Bonds,
Series 1998, and the following seven outstanding Notes of e City: General Obligafion Sewer Revenue
Note of 1993, General Obligation Sewer Revenue Note of 19�4, General Obligation Sewer Revenue
Note of 1995, General Obligation Sewer Revenue Note of 199'(, General Obligation Sewer Revenue
Note of 1997, General Obligation Sewer Revenue Note of 1999�and General Obligation Sewer Revenue
Note of 2000 (collectively, the "General Obligation Bonds and N'otes"); and
26 L. WHEREAS, the Reserve Account will be f�led for the Refunding Bonds by a
27 surety bond as permitted by the General Resolution; and �
28 M. WI3EREAS, the City will deliver the Refunding onds in "global book-entry
29 form" as described in the General Resolution, and the City has heretofor executed a Blanket Issuer
30 Letter of Representations (the "Letter of Representations") seriing forth v'ous matters relating to The
31 Depository Trust Company as Depository and its role with respect to the R�,funding Bonds; and
32 N. WHEREAS, "Holder" as used herein means the person�in whose name a
33 Refunding Bond is registered on the regtstration books of the City maintained �he registrar appointed
34 as provided in paragraph 9(the "Bond Registrar"); and
35 O. WHEREAS, pursuant to Minnesota Statutes, Section 475.60\ Subdivision 2(9),
36 public sale requirements do not apply to the Refunding Bonds, because the City has �tained an
37 independent financial advisor and this Council has detexmined to sell the Refunding Bbnds by private
isoa�9a�z
03-2$`
1 negotiation, and the City has instead authorized a competitive sale without publication of notice thereof
2 as a form of pn ate negotiation; and
3 P. Wi�REAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
4 "participating unde �ters" from purchasing or seiling the Refunding Bonds unless the City undertakes
5 to provide certain co tinuing disclosure with respect to the Refunding Bonds; and
6 Q. �REAS, proposals for the Refunding Bonds have been solicited by
7 Springsted Incorporated ursuant to an Official Statement and Terms of Proposal therein; and
8 R. AS, in the Terms of Proposal the City retained the right to increase or
9 reduce the principal amount the Refunding Bonds in multiples of $5,000 in any of the matunities, and
10 the City has chosen to adjust th principal amount by a$ [increase] [decrease] overall:
11
12
13
14
15
16
17
18
19
20
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26
27
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29
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35
NOW, '
Minnesota, as follows:
1.
BE IT RESOLVED by the Council of the City of Saint Paul,
is "Supplemental Resolution No. 2" to General Resolufion, and constitutes a"Supplemental
Resolution" as defined therein. The Serie 2003D Bonds are "Additional Bonds" which are "Fixed Rate
e ed in the General Resolution. It is hereby found,
Bonds" and °Taac-Exempt Bonds", all as d
determined and declared that (1) the Series 2 3�
1993 Bonds pursuant to Section 6.Q2(B) of the e
Bonds, and (2) as required in the General Resolu '
in any Fiscal Year after the issuance of such refun
principal and interest which would have been due
Bonds are issued on a parity of lien with the Series
ieral Resolution to refund a portion of the Series 1993
�n, the aggregate principal and interest to become due
I�ng Additional Bonds will not be more than the
Bonds had not been issued. Capitalized terms used in`i
which are defined in the General Resolufion shall have
Resolution.
future Fiscal Year if such refunding Additional
s resolution wluch are not defined herein but
�e meanings given such terms in the General
2. Acce�tance of Proposal. The proposa of
( the "Purchaser") to purchase the 7,235,000 Sewer Revenue Refunding
Bonds, Series 2003D, of the City (the "Refunding Bonds" or " ries 2003D Bonds" or `Bonds", or
individually a"Refunding Bond" or "Series 2003A Bond" or "B d"), in accordance with the Terms of
Proposal for the bond sale, at the rates of interest set forth hereina er, and to pay for the Refunding
Bonds the sum of $ , plus interest accrued to settl ent, is hereby found, determined
and declared to be the most favarable proposal received and is hereb accepted for Refunding Bonds in
the principal amount of $ at a purchase price of $ , plus accrued interest to
settlement, and the Refunding Bonds are hereby awarded to the Purchas . The Director, Office of
Financial Services, or his designee, is directed to retain the deposit of the urchaser and to forthwith
retum to the others making proposals their good faith checks or drafts.
36 3. `Title: Original Issue Date; Denominations; Maturities. $Y
37 shall be titled "Sewer Revenue Refunding Bonds, Series 2003D", shall be dated�
38 date of original issue and shall be issued forthwith on or after such date as fully �
39 Refunding Bonds shall be numbered from R-1 upwazd. Global Certificates shall
tsoa�9a�z 3
Thas resolution
Refunding Bonds
pril 1, 2003, as the
�steredbonds. The
iah be in the
�3-�5�
1 denomination of e entire principal amount maturing on a single date, or, if a portion of said principal
2 amount is prepaid, s id principal amount less the prepayment. Replacement Bonds, if issued as
3 provided in paragraph 7, shall be in the denomination of $5,000 each or in any integral multiple thereof
4 of a single maturity. e Refunding Bonds shall mature on December 1, as provided in Section 2.08 of
5 the General Resolution, an the years and amounts as follows:
Year
2004
2005
2006
�
10
11
12
13
14
15
16
17
Compazed to the p
represents[increasesJ [decreases]
Amount
$5,750,000
5,900,000
6,000,040
Year Amount
2007 $ 6,085,000
2408 3,500,000
maturities in the Terms of Proposal, the above schedule
in the year and $ in the yeaz
4. Purpose; Refunc�in Fg indings. The Refunding Bonds (together with other
available funds appropriated and $�_ from the Reserve Account and $ from the
Revenue Bond Debt Service Account) sh�l provide funds for (1) a curtent refunding of all of the City's
outstanding Prior Bonds which mature on after December 1, 2004 (which callable outstanding Prior
Bonds aze herein referred to as the "Refund Bonds") and (2) the defeasance of the December 1, 2003,
maturity of the Prior Bonds. The Prior Bond were issued to advance refund the Series 1988A Bonds
and thereby finance Improvements to the Sewe System (the "Improvements"). It is hereby found,
determined and declared that such refunding is cessary or desirable for the reduction o£debt service
cost to the City.
18 5. Interest. The Refunding Bon s shall bear interest payable semiannually on June 1
19 and December 1 of each year as provided in Section 08 of the General Resolution (each, an"Interest
20 Payment Date"), commencing December 1, 2003, calc ated on the basis of a 360-day year of twelve
21 30-day months, at the respective rates per annum set fo opposite the maturity years as follows:
Maturity Year
2004
2005
2006
22
23
24
25
26
27
28
29
30
31
Interest Rate Mat �t
% 20�
2008
Interest Rate
%
6. Descrintion of the Global Certificates and Global Book-EntrV Svstem. Upon their
original issuance the Refunding Bonds will be issued in the form of a��single Global Certificate for each
maturity, deposited with The Depository Trust Company or its agent a�the Depository by the Purchaser
and immobilized as provided in paragraph 7, all in accordance with (anc�,as provided in, and with the
force and effect provided in) Sections 2.01 and 2.11 of the General Resoli�tion.
\
�
7. I�nmobilization of Global Certificates bv the Deposito'ry; Successor Depository;
Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original delivery of the Refunding Bonds the
Purchaser will deposit the Global Certificates representing all of the Refunding Bonds with the
1504194v2 4 �
03��5�
7
10
11
12
13
14
15
Depository or its a nt, subject to the possible issuance later ofReplacement Bonds, all in accordance
with (and as provide by, and with the force and effect provided in) Section 2.12 of the General
Resolution.
8. Redem tion. The Refunding Bonds shall not be subject to redemption and
prepayment prior to their aturity.
9. Bond e �si
Bank National Associarion is po
Refunding Bonds (the "Bond R �
duly appointed. A successor Bo
eligible for designation as bond re�
appointed pursuant to any contract
consistent herewith. The Bond Re
paying agentis duly appointed. Px
Holders (or record holders) of the',
Bond and paragraph 15.
rar. As provided in Section 2.03 of the General Resolution, U.S.
nted to act as bond registrar and transfer agent with respect to the
,trar"), and shall do so unless and unril a successor Bond Registrar is
Registrar shail be an officer of the City or a bank or hust company
�straz pursuant to Minnesota Statutes, Chapter 475, and may be
e City and such successar Bond Registrar shall execute which is
;is ar shall also serve as paying agent unless and until a successor
�nci 1 and interest on the Refunding Bonds shall be paid to the
Zefun 'ng Bonds in the manner set forth in the forms of Refunding
16 10. Forms of Bond. The efunding Bonds shall be in the form of Global Certificates
17 unless and until Replacement Bonds aze made vailable as provided in paragraph 7, all pursuant to
18 Sections 2.01, 2.14 and 2.17 of the General Res lurion. Each form of bond may contain such additional
19 or different terms and provisions as to the form o payment, record date, notices and other matters as are
20 consistent with the Letter of Representations and a�proved by the City Attorney.
21 A. Global Certificates. The G1ob�Certificates, together with the legend regarding
22 bond insurance, the Certificate of Registration, the fo of Assignment and the registration information
23 thereon, shall be in substantially the following form and�may be typewritten rather than printed:
isoai9a�2
c 3 - z�r.
10
11
12
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14
15
16
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18
19
20
21
22
23
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25
26
27
28
29
30
31
32
33
34
35
36
Municipal Bond Insurance Policy No. (the "Policy") with respect to payments due for principal
of and interest on this Bond has been issued by AMBAC Indemnity Corporation ("AMBAC
7ndexnniTy"). The Polic}�has been delivered to the United States Trust Company ofNew York, New
York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee
or any successor insurance�rustee. The Policy is on file and availabie for inspection at the principal
office of the Insurance Truste� and a copy thereof may be secured from AMBAC Indemnity ar the
Insurance Trustee. All payxne� s required to be made under the Policy shall be made in accordance with
the provisions thereo£ The ownYr of this bond aclmowledges and consents to ttie subrogation rights of
AMBAC Indemnity as more fully�set forth in the Policy.
:D STATES OF AMERICA
'ATE OF MINNESOTA
RAMSEY COUNTY
�IT'Y OF SAINT PAUL
I�
f7�i)���[e1
MATURITY
DATE
REVENUE
�ND. SERIES 2003D
DATE OF
$
INTEREST
RATE
REGISTERED OWNER:
December 1, _
1, 2003
PRINCIPAL AMOUNT: \ DOLLARS
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS th�at the City of Saint Paul, Ramsey
County, Minnesota (the "Issuer" or "City"), certifies that it is indebte� and for value received promises
to pay to the registered owner specified above or on the certificate ofisegistrarion below, ar registered
assigns, in the manner hereinafter set forth, the principal amount speci ed above, on the maturity date
specified above, and to pay interest thereon semiannually on June 1 an�ecember 1 of each year (each,
an"Interest Payment Date"), commencing December 1, 2003, at the rate er annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) untii e principal sum is paid or
has been provided for. This Bond will bear interest from the most recent In rest Payment Date to
which interest has been paid or, if no interest has been paid, from the date of riginal issue hereof. The
principal of and premium, if any, on this Bond are payable in same-day funds y 2:30 p.m., Eastern
time, upon presentation and surrender hereof at the principal office of
in , Minnesota (the "Bond Registrar"),
or any successor paying agent duly appointed by the Issuer. Interest on this Bond
�g as paying agent,
be paid on each
1504194v2
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1 Interest Payment Date i�+ same-day funds by 2:30 p.m. Eastern rime, to the person in whose name this
2 Bond is registered (the "I�older" or "Bondholder") on the registration books of the Issuer maintained by
3 the Bond Registrar and at'the address appearing thereon at the close of business on the fifteenth day of
4 the calendaz month next preceding such Interest Payment Date (the "Regulaz Record Date"). 7nterest
5 payments shall be received �t�y the Holder no later than 2:30 p.m., Eastern time; and principal and
6 premium payments shall be r�ceived by the Holder no later than 230 p.m., Eastern time, if the Bond is
7 surrendeted for payment enou�h in advance to permit payment to be made by such time. Any interest
8 not so timely paid shall cease td�be payable to the person who is the Holder hereof as of the Regulaz
9 Record Date, and shall be payab to the person who is the Holder hereof at the close of business on a
10 date (the "Special Record Date")�xed by the Bond Registrar whenever money becomes available for
11 payment of the defaulted interest. �tice of the Special Record Date shall be given to Bondholders not
12 less than ten days prior to the Speci Record Date. The principal of and premium, if any, and interest
13 on this Bond are payable in lawful money of the United States of America.
14
15
16
17
18
19
20
if any, or interest on this Bond shall be a Sa
institutions in the City of New York, New�
Registrar is located are authorized by law o�
shall be the next succeeding day which is nc
banking institutions are authorized to close,
effect as if made on the nominal date of pay
>�. ff the date for payment of the principal of, premium,
ay, Sunday, legal holiday or a day on which banking
, or the city where the principal office of the Bond
�cutive order to close, then the date for such payment
Saturday, Sunday, legal holiday or a day on which such
� payment on such date shall have the same force and
21 No Redem�tion. The Bonds
22 prepayment prior to their maturity.
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
(the "Bonds") are not subject to redemption and
Issuance; Purpose; Securitv. This Bon is one of an issue in the total principal amount of
$27,235,000, all of like date of original issue and tenor, xcept as to number, maturity, interest rate and
denomination, which Bond has been issued pursuant to d in full conformity with the Constitution and
laws of the State of Minnesota, including particularly Mi esota Statutes, Section 475.67, and the
Charter of the Issuer, and pursuant to a resolution adopted the City Councii of the Issuer on May 24,
1988 (the "General Resolution"), as supplemented on March 2, 2003 (the "Supplemental Resolution")
(collecrively, the "Resolution"), for the purpose of providing, gether with certain other moneys of the
Issuer, funds sufficient for a current refunding of the Issuer's S wer Revenue Refunding Bonds, Series
1993, maturing in 2004 and later. This Bond has been issued to �d in financing a sewage disposal
system or part thereofpursuant to Minnesota Statutes, Section 11 .46. This Bond is payable out ofthe
Revenue Bond Debt Service Account of the Issuer's Sewer Servic Enterprise Fund, to which have been
pledged revenues of the Issuer's Sewer System. The Bonds and the �nte
and exciusively from the Revenues (as defined in the Resolution) of e
pledged to the payment thereof, and sums held in a Reserve Fund, an c
Issuer within the meaning of any constihxtionai, Charter or statutory li
event of any default hereunder, the Holder of this Bond may exercise ar
granted by the laws of the State of Minnesota subject to the provisions c
this issue are secured by a first and prior lien upon the Revenues of the ;
by sums held in a Reserve Fund. The Issuer is authorized under certain
�est thereon are payable solely
Sewer System of the Issuer
o not constitute a debt of the
tation of indebtedness. In the
of the rights and privileges
he Resolution. The Bonds of
>e er System of the Issuer and
con itions to issue additional
revenue obligations on a parity of lien with these Bonds, ali as provided in th�Resolution. The Bonds
1504194v2
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1 of this series and any other evenue obligations herea$er issued on a parity therewith aze referred to
2 herein as the "Parity Bonds". All other capitalized terms used but not defined herein have the meanings
3 assigned to those terms in the esolution.
4 Holders. Far the urposes of all actions, consents and other matters affecting Hoiders of
5 Bonds issued under the Resolutio the Issuer may (but shall not be obligated to) treat as Holders of
6 Bonds the owners of beneficial inte ests in any Bond as shown by the certificate of the person or entity
7 in whose name (or in whose nomine name) such Bond is registered. Othenvise, the Issuer may treat the
8 Holder in whose name (or in whose no ' ee name) a Bond is registered as the owner of all the interest
9 therein.
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12
13
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15
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36
37
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39
40
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Action bv Holders. The Ho ders of fifty-one percent (51 %) or more in aggregate
principal amount of all Bonds at any time o standing under the Resolution as supplemented may, either
at law or in equity, by suit, action, or other pr ceedings, protect and enforce the rights of all Holders of
Bonds then outstanding, or enforce and compe the performance of any and all of the covenants and
duties specified in the Resolurion to be perform by the Issuer or its officers and agents; provided,
however, that nothing shall affect or impair the ri t of any Bondholder to enfarce the payment of the
principal of and interest on any Bond at and after t maturity thereof, or the obligation of the Issuer to
pay the principal of and interest on each of the Bond issued to the respective Holders thereof, at the
time and place, from the source and in the manner pro ided in the Bonds.
Denominations; Exchan¢e; Resolution. e Bonds are issuable originally only as Global
Certificates in the denominarion of the entire principal am unt of the issue maturing on a single date.
Global Certificates are not exchangeable for fully registere bonds of smaller denominations except in
exchange for Replacement Bonds if then available. Replace ent Bonds, if made available as provided
below, are issuable solely as fully registered bonds in the den inations of $5,000 and integral
multiples thereof of a single maturity and are exchangeable for lly registered Bonds of other
authorized denominations in equal aggregate principal amounts t
Registrar, bnt only in the manner and subject to the limitations p;
hereby made to the Resolution for a description of the rights and
the Resolution are on file in the principal office of the Bond Reg.
the principal office of the Bond
u� ided in the Resolurion. Reference is
�ies of the Bond Registrar. Copies of
Modification of Resolution. No change, amendment, m ification ar alteration shall be
made in the covenants made with Holders of all Bonds issued under the esolution as from time to time
supplemented without the consent of the Holders of not less than sixty per ent (60%) in aggregate
principal amount of all such Bonds then outstanding except for changes, ndments, modifications and
alterations (a) made to cure any ambiguity or formal defect or omission, ar( made in connection with
the issuance of Additional Bonds, or (c) which preserve the exclusion from gr ss zncome of interest on
the Tas-Exempt Bonds under Section 103 of the Intemal Revenue Code of 198 , as amended, or (d)
which are reasonably necessary to preserve the rating then in effect for any or all�series of Bonds then
outstanding, ar to obtain an inveshnent grade rating for a series of Additional Bori�ls, or to obtain a
Credit Facility for the benefit of the Hoiders of all or a portion of the Bonds of a senes, or (e) which
increase the debt service coverage ratio specified for Additional Bonds, or ( fl which•would not
materially prejudice the Holders of outstanding Bonds; provided, however, that nothing herein contained
shall permit or be construed as permitting (1) an extension of the maturity of the principal of or the
1504I94v2
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interest on any Bon , or (2) a reduction in the principal amount of any Bond or the rate of interest
thereon, oz (3) a privi ge of priority of any Bond or Bonds over any other Bond or Bonds except as
othenvise provided in e Resolurion, or (4) a reduction in the aggregate principal amount of Bonds
required for consent to change, amendment, modification or alterarion, or (5) the creation of any lien
rankiug prior to or on a p� ty with the lien of the Bonds, except as expressly permitted by the
Resolurion as supplemented� or (6) a modification of any of the provisions of this paragraph, without the
consent of the Holders of orie,hundred percent (100%) of the principal amount of all Bonds outstanding.
(a) the
10 Issuer is unable to locate a
11 or determination of non-el:
Replacement Bonds may be issued by the Issuer in the event that:
shall resign or discontinue its services for the Bonds, and the
stitute depository within two (2) months following the resignation
ilitv, or
12 (b) upon a determina 'on by the Issuer in its sole discretion that (1) the continuation
13 of the book-entry system describe in the Resolution, which precludes the issuance of certificates
14 (other than Global Certificates) to y Holder other than the Depository (or its nominee), might
15 adversely affect the interest of the be eficial owners of the Bonds, or (2) that it is in the best
16 interest of the beneficial owners of the onds that they be able to obtain certificated bonds.
17
18
19
20
21
22
23
24
25
26
27
28
29
Transfer. This Bond shall be regi t�
Issuer by presenting this Bond for registrarion to t
name and note the date of registration opposite the
�d in the name of the payee on the books of the
Bond Registrar, who will endorse his, her ar its
attached hereto. Thereafter this Bond may be trans n�
by the Holder or his, her or its legal representatives,�
Holder as the person exclusively entitled to exercise all�
Bond is presented with such assignment for registration
of the payee in the certificate of registration
d by delivery with an assignment duly executed
the Issuer and Bond Registraz may treat the
he rights and powers of an owner until this
nature provided by law that the assignment is genuine an
on said books and noted hereon by the Bond Registrar, all s
in the Resolution and to reasonable regulations of the Issuer
sfer, accompanied by assurance of the
otive, and until such transfer is registered
ect to the terxns and conditions provided
to, the Bond Registrar. Transfer of this Bond may, at the direc`�i�
to certain other restrictions if required to qualify this Bond as b�
meaning of Section 149(a) of the federal Internal Revenue Code
30 Fees u�on Transfer or I,oss. The Bond Registrar ma
31 sufficient to cover any tas or other governmental chazge payable in
32 exchange of this Bond and any legai or unusual costs regarding traz
ied in any agreement with, or notice
and expense of the Issuer, be subject
"in registered form" within the
1986, as amended.
require payment of a sum
with the transfer or
and lost Bonds.
33 Treahnent of Registered Owner. The Issuer and Bond R�strar may treat the person in
34 whose name this Bond is registered as the owner hereof for the purpose o receiving payxnent as herein
35 provided (except as otherwise provided with respect to the Record Date) d for all other purposes,
36 whether or not this Bond shall be overdue, and neither the Issuer nor the Bo d Registrar shall be
37 affected by notice to the contrary.
1504194dL 9
a 3 • z5�
1 Auth&ntication. This Bond shall not be valid or become obligatory for any purpose or be
2 enritled to any security�unless the Certificate of Authenticarion hereon shall have been executed by the
3 Bond Registraz. i
4 Not Oualifted Tas-Exempt Obli aF. riOns. The Bonds have not been designated by the
5 Issuer as "qualified tas-exe�pt obligations" for purposes of Section 265(b)(3) of the federal Internal
6 Revenue Code of 1986, as a�iended.
10
11
12
13
14
15
16
17
18
19
20
IT IS HEREB CERTIFIED AND RECITED that all acts, canditions and things
required by the Consritution an aws of the State of Minnesota and the Charter of the Issuer to be done,
to happen and to be performed, p cedent to and in the issuance of this Bond, have been done, have
happened and have been performe in regular and due form, time and manner as required by law; that
this Bond, together with all other de ts of the Issuer outstanding on the date of original issue hereof and
on the date of its issuance and delive to the original purchaser, does not exceed any constitutional or
statutory or Charter limitation of indet
service furnished by its Sewer System
requirements of this issue.
IN WITNESS WHEREOF,
City Council has caused this Bond to be sealE
the photocopied facsimile signature of its Ma
Clerk, and countersigned by the photocopied
Services.
1504194d2
and that the Issuer will establish rates and charges for the
t in amount to promptly meet the principal and interest
City of Saint Paul, Ramsey County, Minnesota, by its
with its official seal and to be executed on its behalf by
, attested by the photocopied facsimile signature of its
�c imile signature of its Director, Office of Financial
10
o3-zs�
1
2
3
4
5
6
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8
9
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17
Date
BOND REGISTRAR'S �\
CBRTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned within.
Bond Registrar
I�
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
, Office of Financial Services
(SEAL)
Sewer Revenue Refunding Bond, Series 2003D, No. R-�
isoai9a�z
11
D3•25to
CERTIFICATE OF REGISTRATTON
2 `
3 The transfer of own
4 registered owner or
DATE OF
REGISTRATION
ip of the principal amount of the attached Bond may be made only by the
her or its legal representative last noted below.
REGISTERED OWNER
SIGNATURE OF
BOND REGISTRAR
isoai9a.,z 12
c�3-�S4
1
2
3
ABBREVIATIONS
The following ahbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
,
TEN COM - as tenants in covunon
TEN ENT - as tenants by the'entireties
JT TEN - as j oint tenants with �ght of survivorslup
and not as tenants in c,�ommon
UTMA - as custodian for
4
5
6
7
8
9
10
11
(Cust)
under the
(State)
12
13
� 1504194v2
(Nlinor)
Uniform Transfers to Minors Act
abbreviations may also be used
ieh not in the above list.
13
t� 3 -���o
i
2
3
4
5
6
7
8
9
10
11
12
13
14
15
does hereby urevocati3� constitute and appoint
`, attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
Notice: � The assignor's signature to this assignment must correspond with
\ the name as it appears upon the face of the attached Bond in every
�particulaz, without alteration or any change whatever.
Signature Guazanteed: \
\
�
Signature(s) must be guaranteed by a nationa�ank or trust company or by a brokerage firm having a
membership in one of the major stock exchan s or any other'Bligible Guarantor Institution" as defined
in 17 CFR 240.17Ad-15(a)(2). \
16 The Bond Registrar will not effect tnansfer of this Bond unless the information
17 concerning the transferee requested below is provide�}.
18 I3ame and Address:
19
20
21
22
�
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
�� the attached Bond and
(Include information far all joint ow�
if the Bond is held by joint account.)
tsoaisa�z 14
03 -�
1 B. Re�tlacement Bonds. If the City has notified Holders of the Refunding Bonds that
2 Replacement Bonds have b�en made available as provided in Section 2.12 of the General Resolution,
3 then for every Refunding Bond thereafter transferred or exchanged the Bond Registraz shall deliver a
4 certificate in the form of the �eplacement Bond rather than the Global Certificate, but the Holder of a
5 Global Certificate shall not oth�rwise be required to exchange the Global Certificate for one or more
6 Replacement Bonds since the Ci'ty reco�izes that some beneficial owners may prefer the convenience
7 of the Depository's registered ownership of the Refunding Bonds even though the entire issue is no
8 longer required to be in global boo�enhy form. The Replacement Bonds, together with the legend
9 regarding bond insurance, Bond Re strar's Certificate of Authentication, the fonm of Assignment and
14 the registration information thereon, shall be in substantialiy the following form, with pazagraphs
11 identical to those of the form of Globa�} Certificate stated by heading or initial text only:
isoai9a�z 15
b 3' ZS�
(the "Policy") . . . .
i
�
Municipal Bond Insuuance Policy No.
\
� UNITED STATES OF AMERICA
STATE OF MINNBSOTA
RAMSEY COTJNTY
CITY OF SAINT PAUL
R-
b
7
8
9
INTEREST
RATE
10
11 REGISTBRED OWNER:
12
13 PRINCIPAL AMOiJNT:
14
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33
34
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36
SEWER REVENUE
)ING BOND, SERIES 2003D
DATE OF
ORIGINAL ISSL7E
December 1, � April 1, 2003
����w�;�y
CUSIP
KNOW ALL PERSONS BY THE E PRESENTS that the City of Saint Paul, Ramsey
County, Minnesota (the "Issuer" or "City"), certifie that it is indebted and for value received promises
to pay to the registered owner specified above, or re �ste
the principal amount specified above, on the maturit da
semiannually on June 1 and December 1 of each year ;
December 1, 2003, at the rate per annum specified abo
twelve 30-day months) unril the principai sum is paid or
interest from the most recent Interest Payment Date to w
been paid, from the date of original issue hereof. The pr
payable upon presentation and surrender hereof at the px
ed assigns, in the manner hereinafter set forth,
� specified above, and to pay interest thereon
�h, an "Interest Payment Date"), commencing
(caiculated on the basis of a 360-day year of
as been provided for. This Bond will bear
i h interest has been paid or, ifno interest has
n�pal of and premium, if any, on this Bond aze
nci al office of
, in , (the "Bond Registraz"),
acting as paying agent, or any successor paying agent duly ap inted by the Issuer. Interest on this
Bond will be paid on each Interest Payment Date by check ar aft mailed to the person in whose name
this Bond is registered (the "Holder" or "Bondholder") on the re 'stration books of the Issuer maintained
by the Bond Registrar and at the address appearing thereon at the lose of business on the fifteenth day
of the calendar month next preceding such Interest Payment Date �
interest not so timely paid shall cease to be payable to the person w c
Regular Record Date, and shall be payable to the person who is the
business on a date (the "Special Record Date") fixed by the Bond Re�
available for payxnent of the defaulted interest. Notice of the Special
Bondholders not less than ten days prior to the 5pecial Record Date.
any, and interest on this Bond are payable in lawful money of the Un
tsoat9a�z
16
"Regular Record Date"). Any
is the Holder hereof as of the
>lder hereof at the close of
istrar whenever money becomes
�ecord Date shall be given to
CI�e principal of and premium, if
ec�States ofAmerica.
D 3 .. �'{�o
REFEREN IS HEREBY MADE TO THE FURTT PROVISIONS OF THIS
BOND SET FOATH ON' HEREOF, WHICH PROVISIONS SI�ALL FOR ALL
PURPOSES HA'VE THE S EFFECT AS TF SET FORTH HERE.
4
IT IS
I:��l� )1����iY�i�
5 IN WITNESS WEi�]
6 City Council has caused this Bond`�
7 executed on its behalf by the origins
8 facsunile signature of its Cierk, and
9 Office of Financial Services.
30F, the City of Saint Paul, Ramsey County, Minnesota, by its
be sealed with its official seal or a facsimile thereof and to be
ar facsimile signature of its Mayor, attested by the original or
puntersigned by the original or facsunile signature of its Director,
isoaisa�z 17
DateofRegistration \ Registrableby:
Payable at:
BOI�3D REGISTRAR'S
CERTIFICATE OF
AUTT3ENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned within.
Bond Registrar
:
Authorized Signature
2
C��z�l
isoat9aoz
23 3• 2�?0
ON REVERSE OF BOND
!!
the rights and duties of the Bond Registrar
the Bond Registrar.
5 Aolders.
6 Action bv Holders.
�
8 bonds in the denominations of $5,000 and i
9 exchangeable for fully registered Bonds of
10 amounts at the principal office of the Bond
11 limitations provided in the Resolution. Re1
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13
14
15
16
17
18
19
20
21
22
23
No Redemntion.
Modification of Resolution.
c3-2��
rtion. The Bonds are issuable solely as fully registered
il multiples thereof of a single maturity and are
authorized denominations in equal aggregate principal
trar, but only in the manner and subject to the
� is hereby made to the Resolution for a description of
�s of the Resolution are on file in the principal office of
Transfer. This Bond is transferable by th�Holder in person or by his, her or its attorney
duly authorized in writing at the principai office of the B' d Registrar upon presentation and surrender
hereof to the Bond Registrar, all subject to the terms and c ditions provided in the Resolurion and to
reasonable regulations of the Issuer contained in any agree nt with, or notice to, the Bond Registrar.
Thereupon the Issuer shall execute and the Bond Rea straz sh Il authenticate and deliver, in exchange
for this Bond, one or more new fully registered Bonds in the n e of the transferee (but not registered in
blank or to "bearer" or similar designation), of an authorized de omination or denominations, in
aggregate principal amount equal to the principal amount of this ond, of the same maturity and bearing
interest at the same rate.
24
25
26
27
28
29
1504194v2
Fees upon Transfer or Loss.
Treahnent of Reeistered Owner.
Authentication.
Not Oualified Tax-Exemot Obligations.
ABBREVIATIONS
19
03 . �s6
�
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2
3
4
5
6
7
8
9
10
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12
13
14
15
16
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18
19
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21
22
23
ASSIGNMENT
Fo�r value received, the undersigned hereby sells, assigos and transfers unto
i the within Bond and
does hereby irrevo bly constitute and appoint
attorney to transfer the Bond on the books kept for the registtation thereof,
with full power of su �titurion in the premises.
No�ice: The assignor's signature to this assignment must correspond with
\ the name as it appeazs upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guazanteed
membership in one of the major
in 17 CFR 240.17Ad-15(a)(2).
national bank or trust company or by a brokerage firm having a
� exchanges or any other "Eligible Guarantor Institution" as defined
The Bond Registrar will nd� effect transfer of this Bond unless the information
conceming the transferee requested below i�provided.
Name and Address:
1504194v2
(Include information far all
the Bond is held by j
20
owners
account.)
p � • A�'G
,,`
1 11. Execution. As provided in Section 2.04 of the General Resolution, the Refunding
2 Bonds shall be executed. on behalf of the City by the signatures of its Mayor, Clerk and Director, Office
3 of Financial Services, each with the effect noted on the forms of the Refunding Bonds, and be sealed
4 with the seal of the City; provided, however, that the seal of the City may be a printed or photocopied
5 facsimile; and provided further that any of such signatures may be printed or photocopied facsimiles and
6 the wrporate seal may be omitted on the Refunding Bonds as permitted by law. In the event of
7 disability or resignation or otfier absence of any such officer, the Refunding Bonds may be signed by the
8 manual or facsimile signature �f that officer who may act on behaif of such absent or disabled officer.
9 In case any such officer whose �ignature or facsimile of whose signature shall appear on the Refunding
10 Bonds shall cease to be such of�r before the delivery of the Refunding Bonds, such signature or
11 facsimile shall nevertheless be va id and sufficient for all purposes, the same as if he or she had
12 remained in office until delivery.
13
14
15
16
17
18
19
20
21
22
23
24
12.
As provided in Section 2.05 of the General
25
26
27
28
29
30
31
Resolution, no Refunding Bond shall be valid ar obligatory for any purpose or be entitled to any security
or benefit under this resolution unless Certificate of Authentication on such Refunding Bond,
substantially in the form hereinabove s t forth, shall have been duly executed by an authorized
representative of the Bond Registrar. C ificates of Authentication on different Refunding Bonds need
not be sigied by the same person. The B nd Registraz shall authenticate the signatures of officers of the
City on each Refunding Bond by executio of the Certificate of Authenticarion on the Refunding Bond
and by inserting as the date of registration ' the space provided the date on which the Refunding Bond
is authenticated. For purposes of delivezing e original Global Certificates to the Purchaser, the Bond
Registrar shall insert as the date of registratio the date of original issue, which date is April 1, 2003.
The Certificate of Authentication so executed each Refunding Bond shali be conclusive evidence that
it has been authenticated and delivered under th resolution.
13. Re istration• Transfer Exc an e. As provided in Sections 2.06, 2.15 and 218 of
the General Resolution, the City will cause to be k t at the principal office of the Bond Registrar a
bond register in which, subject to such reasonable r lations as the Bond Registrar tnay prescribe, the
Bond Registrar shall provide for the registration of R funding Bonds and the registration of transfers of
Refunding Bonds entitled to be registered or transferr as herein provided.
The registration, transfer and exchange o the Refunding Bonds shall be governed by
Sections 2.06, 2.15 and 2.18 of the General Resolution.
32 14. Ri ts Upon Transfer or Exchan�e. � provided in Section 2.07 of the General
33 Resolution, each Refunding Bond delivered upon transfer o r in exchange for or in lieu of any other
34 Refunding Bond shall carry all the rights to interest accrued a�d unpaid, and to accrue, which were
35 carried by such other Refunding Bond. �
36 15. Interest Pavment; Record Date. As provided in Section 2.08 of the General
37 Resolution, interest on any Global Certificate shall be paid as pro�v,ided in the first paragraph thereof, and
38 interest on any Replacement Bond shall be paid on each Interest P�yxnent Date by check or draft mailed
39 to the person in whose name the Replacement Bond is registered (th�e "Holder") on the registration
40 books of the City maintained by the Bond Registrar, and in each case,at the address appearing thereon at
1504194v2 2 1
03.•�.�
�
6
7
0
10
11
12
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14
IS
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24
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36
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38
39
40
41
the close ofbusiness on�the
Payment Date (the "Regula
payable to the person who�
the person who is the Hold�
by the Bond Registrar whe�
of the Special Record Date
days prior to the Special Ra
fifteenth (15th) day of the calendar month next preceding such Interest
Record Date"). Any such interest not so tnnely paid shall cease to be
s the Holder thereof as of the Regular Record Date, and shall be payable to
ffiereof at the close of business on a date (the "Special Record Date") fixed
er money becomes available for payment of the defaulted interest. Notice
�h Il be given by the Bond Registraz to the Holders not less than ten (10)
cor Date.
16. Holders� T3
General Resolution shall apply to
17. Delivery; A
executed shall be delivered by the
of the purchase price, and the Pur�
Refunding Bonds.
Section 2.09 of the
The Global Certificates when so prepared and
;or, Office of Financiai Services, to the Purchaser upon receipt
shall not be obliged to see to the proper application thereof.
18. Fund and Accoun . There has heretofore been created, by the General
Resolution, a special fund of the City desi ated the "Sewer Service Enterprise Pund" (the "Fund"). The
Fund shall continue to be operated as provi ed in the General Resolution, except as provided herein.
Far the convenience and proper administrati n of the moneys to be borrowed and repaid on the
Aefunded Bonds, and to make adequate and s ecific security to the Purchaser and holders from time to
time of the Refunded Bonds, there is hereby c ated in the Fund the additional account provided below,
to be adniinistered and maintained as a bookke ing account in the Fund separate and apart from all
other accounts maintained therein. The Fund sh 1 be maintained as provided in the General Resolution,
especially Article IV thereof, except as modified erein, and in the manner herein specified until all of
the Refunded Bonds have been paid and until all o the Refunding Bonds and the interest thereon have
been fully paid. There shall be maintained in the F d a separate account in addition to those heretofore
created, to be designated the "2003 Refunding Escro Account".
(i) 2003 Refundin� Escrow Accou�t. The 2003 Refunding Escrow Account shall be
maintained as an escrow account with U.S. B National Association (the "Escrow Agent") in
St. Paui, Minnesota, which is a suitable financial 'nstitution within the State whose deposits are
insured by the Federal Deposit Insurance Corpora ion and whose combined capital and surplus is
not less than $500,000. All proceeds of the sale o the Refunding Bonds shall be applied to fund
the 2003 Refunding Escrow Account or to pay cost of issuing the Refunding Bonds. Proceeds
of the Refunding Bonds not used to pay costs of iss ce aze hereby irrevocably pledged and
appropriated to the 2003 Refunding Escrow Account together with all investment earnings
thereon. The 2003 Refunding Escrow Account shall e invested in securities maturing or
callable at the option of the holder on such dates and b arine interest at such rates as shall be
required to provide sufficient funds, together with $
Account and $ from the Revenue Bond b
other funds retained in the 2003 Refunding Escrow Acco
redemption on June 1, 2003, the principal amount of the �
thereon and (2) the interest on the 2003 maturity of the Ser
and the principal and interest due thereon on December 1, :
Escrow Account there shall be paid (i) the principal of the
1504194v2
22
from the Reserve
Service Account and any cash or
, to pay when due (1) upon
'unded Bonds and the interest
;s 1993 Bonds due on June 1, 2003,
103. From the 2003 Kefunding
Sefixnded Bonds due by reason of
0 3 • �S�
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5
6
7
8
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33
34
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36
37
38
39
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41
redemption on the \call date of June 1, 2003, and the interest thereon and (2) the interest on the
2003 maturity of th� Series 1993 Bonds due on June 1, 2003, and the principal and interest due
thereon on Decembe l, 2003. The moneys in the 2003 Refunding Escrow Account shall be
used solely for the pur�oses herein set forth and for no other purpose, except that any surplus in
the 2003 Refunding Esc'row Account may be remitted to the City, all in accordance with an
agreement (the 'Bscrow greement") by and between the City and Escrow Agent, a form of
which agreement is on fil in the office of the City Clerk. Any moneys remitted to the City upon
tennination of the Escrow �eement sha11 be deposited in the Revenue Bond Debt Service
Account. Eaniings in the 2 3 Refunding Escrow Account shall not constitute, or be part of,
"IZevenues" as defined in the eneral Resolution.
(ii) Debt Service.
the General Resolution, and �
to the Refunding Bonds shall
(iii) O�erating Reserve S
maintaining the balance on hand in
Requirement.
service on the Refunding Bonds shall be paid as provided in
nts into the Revenue Bond Debt Service Account with respect
in the month of
2003.
ccount. The City Council shall take appropriate action in
Operating Reserve Subaccount at the Operating Reserve
As provided in Secrion 5.02 of th General Resolution, no portion of the proceeds of the
Refunding Bonds shall be used direcfly ar indirec y to acquire higher yielding investments or to replace
funds which were used directly or indirectly to acq ire higher yielding investments, except (1) for a
reasonable temporary period unril such proceeds are eeded for the purpose for which the Refunding
Bonds were issued, (2) as part of a reasonably requir reserve or replacement fund not in excess of ten
percent (10%) of the proceeds of the Refunding Bond (or in a higher amount which the City establishes
is nacessary to the satisfaction of the Secretary of the T asury of the United States), and (3) in addition
to the above in an amount not greater than $100,000. To this effect, any proceeds of the Refunding
Bonds and any suxns from time to rime held in the 2003 R funding Escrow Account or Fund (or any
other City account which will be used to pay principal or i erest to become due on the Refunding
Bonds) in excess of amounts wluch under then-applicable fe eral arbitrage regulations may be invested
without regard as to yield shall not be invested at a yield in e ess of the applicable yield restrictions
imposed by said ubitrage regulations on such investments afte taking into account any applicable
"temporary periods", "minor portion" or reserve made available un
In addition, the proceeds of the Refunding Bonds and money in �
Fund shall not be invested in obligations or deposits issued by, gu
States or any agency or instrumentality thereof if and to the extent
Refunding Bonds to be "federally guaranteed" within the meaning
Internal Revenue Code of 1986, as amended (the "Code").
ler the federal arbitrage regulations.
2003 Refunding Escrow Account or
anteed by or insured by the United
hat such investment would cause the
�Section 149(b) of the federal
14. Paritv Bonds. To provide moneys for payment bf
Refunding Bonds, there is hereby pledged to the payment of the Refun '
Bonds" under the General Resolution all those items pledged to the pa
Resolution. The covenants made in Article V of the General Resolution
Bonds, except that paragraph 36 shall control and override Section 5.05 �
provided in Section 5.05 of the General Resolution, each and all of the te
1504194v2
23
: principal and interest on the
Bonds as "Addi6onal
2 of Bonds in the General
ill apply to the Refunding
he General Resolution. As
s and provisions of this
a3-�
I resolution shaII be attd c
2 from time to time of the
3 the General Resolution.
4 VII of the General Reso
5 20.
rte a covenant on the part of the City to and with each and every HoIder
ding Bonds. Additional Bonds may be issued as provided in Article VI of
by Bondholders, aznendments and dischazge shall be governed by Article
6 Obligation Bonds and Notes are
7 the priority of lien of the Refund
8 Revenues in the sixth use at Sec'
9 the resolution authorizing the Ci
10
11
12
13
14
15
16
17
=afion Bonds and Notes: Prioritv; Sufficiencv Finding. The General
�by confinned to have a priority of lien on Revenues subordinate to
Bonds, specifically the priority derived from their pledge of
4.03(A) of the General Resolution. Pursuant to paragraph _ of
eneral Obligation Sewer Revenue Bonds, Series 1998, and
pazagraphs 10 of the other resolution authorizing the General Obligation Bonds and Notes, the
Refunding Bonds shall have a lien on evenues that is superior to the General Obligarion Bonds and
Notes, specifically the priority derived :
of the General Resolution. As required
determines and declares that estimated :
sources and used in the order of the Ge�
and Notes and the Refunding Bonds.
21.
n their pledge of Revenues in the first use at Section 4.03(A)
said paragraphs _ and 10, the City Council hereby finds,
enues of the Sewer System will be sufficient, with other
�Resolution, for payment of the General Obligation Bonds
18 (A) Credit Facilitv. The Cred Facility for the Refunding Bonds shall be the
19 Municipal Bond Insurance Policy, Policy No. effective upon the issuance of the Refunding
20 Bonds, issued by AMBAC Indexnnity Coxporarion AMBAC Indexnnity Corporation is the "Credit
21 Provider" for the Refunding Bonds. Said Credit Fa ility insures only the payxnent of debt service
22 (which does not include any premium due on paym t of a Refunding Bond) on the Refunding Bonds.
23 (B) Incorporation. Section 3.09 of e General Resolution governs municipal bond
24 insurance on certain of the Series 1988A Bonds. Secti n 3.09 of the General Resolution as modified
25 herein shall apply to the Refunding Bonds as if set fo here, with the following changes for purposes
26 ofthisresolution:
27 1. References to the "Credit Facility" d"Municipal Bond Insurance Policy" shall
28 be to Policy No.
�
30
31
32
33
34
35
36
37
38
2.
3.
References to "Insured Bonds" shall
References to the "Resolution" shall be
the General Resolution it supplements as it relates to
to the Refunding Bonds.
this resolution and, as appropriate, to
Refixnding Bonds.
4. In addition to the consents set forth in Sec �on 3.09(C) of the General Resolution,
there shall be the following consent of AMBAC Indemni in the event of insolvency: Any
reorganization or liquidation plan with respect to the City ust be acceptable to AMBAC
Indemnity. In the event of any reorganization or liquidation, AMBAC Indemnity shall have the
right to vote on behalf of all holders of the Refunding Bonds ho hold AMBAC Indemnity-
insured bonds absent a default by AIvIBAC Indemnity under t e applicable Municipal Bond
Insurance Policy insuring the Refunding Bonds.
1504194v2 24
a �-�Sf•
2
C�
6
7
8
9
10
11
12
13
14
15
5. As f norices required by Section 3.09(D) of the General Resolution, the City
shall also notify AC Indemnity of any failure of the City to provide relevant notices,
certificates, etc.
6. Pemutte ' vestments at Section 3.09(E) of the General Resolurion shall include
at (2) those of the Export- port Bank; shall exclude those at (3) in FDIC insured accounts; shall
include bonds, notes or oth evidences of indebtedness rated "AAA" by Standazd & Poor's
Corporation and "Aaa" by ody's Investors Service issued by the Federal National Mortgage
Association or the Federal Ho e Loan Mortgage Corporation with remauung maturities not
exceeding three (3) yeazs; shall � clude commercial paper which is rated at the time ofpurchase
in the single highest classificatio "A-1+" by Standard & Poor's Corporation and "P-1" by
Moody's Investors Service and wh'ch matures not more than 270 days after the date of purchase;
shall include at (5), in lieu of the x
"AAAm" or "AAAm-G" or better
forms of investments approved in
Corporation.
market funds stated there, money market funds rated
ndard & Poor's Corporation; and shali include other
g by AMBAC with notice to Standard & Poor's
16 7. The payment procedure at ection 3.09(G)(1) of the General Resolution relating
17 to the Refunding Bonds shall involve at le st one (1), not five (5), days notice and payments due
18 on the Refunding Bonds on or before the fi t(lst), not fifth (Sth), day next following the date on
19 which AMBAC Indemnity shall haue receiv d norice of nonpayment from the City.
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
8. Under Section 3.09(H) of the G x
the Refunding Bonds shall not be appointed uni
and, notwithstanding any other provision of this
Resolution as it relates to the Refunding Bonds),
paying agent for the Refunding Bonds shall take
Indemnity, shall be appointed.
al Resolution, any successor paying agent for
AMBAC approves such successor in writing;
,olurion (and, as appropriate, the General
� removal, resignation or termination of the
�ect until a successor, acceptable to AMBAC
9. To the extent this resolution (and, as ap`�
relates to the Refunding Bonds) confers upon or gives c
remedy or c�aim under or by reason of this resolution (�
Resolution as it relates to the Refunding Bonds), AMB�
recognized as being a third-party beneficiary hereunder
claim conferred, given or granted hereunder.
22.
the Refunding Bonds is $ . It shall be satisfied by the follo �ng
with Section 4.05(H) of the General Resolution:
surety bond is a Credit Facility as defined in the General Resolution, an
Section 4.05(I�: the proceeds of said surety bond are available for the p
Account; in calculating whether the Reserve Requirement is met, said s
stated amount or, if less, the amount which remains available thereunder;
bond for cash does not result in the lowing of the ratings now in effect fo
1504194v2
The Reserve Requirement for
surety bond in accordance
. Said
25
�priate, the General Resolution as it
grants to AMBAC Indemnity any right,
d, as appropriate, the General
� Indemnity is hereby explicitly
n may enforce any such remedy or
meets all requirements of said
oses of the Reserve
ur ty bond shall be valued at its
e substitution of said surety
r y series of Bonds; and said
D � '•'i5(o
r
1 surety bond states an exgiration or terminarion date which is not prior to the last maturity date of the
2 Refunding Bonds.
3 23. A ro riation. If an initial appropriation to the 2003 Refunding Escrow Account
4 is necessary to accomplish th refunding of the Refunding Bonds, such appropriation is hereby
5 authorized and made, and pa ent shall be made from the Operation and Maintenance Account of the
6 Fund.
24. Securities�
Refunding Escrow Account shall be
Subdivision 8, and any amendments
w Agent. Securities purchased from moneys in the 2003
uted to securities set forth in Minnesota Statutes, Section 475.67,
supplements thereto. Securities purchased from the 2003
10 Refunding Escrow Account shall be p chased simultaneously with the delivery of the Refunding
11 Bonds. The City Council has investigat d the facts and hereby finds and deternunes that the Escrow
12 Agent is a suitable financial institution to ct as escrow agent.
13 25. Redem tion of Refun ed Bonds. The Refunded Bonds shall be redeemed and
14 prepaid on June 1, 2003, all in accordance wi the terms and conditions set forth in the Notice of Call
15 for Redemption attached hereto as E�ibit A, hich terms and conditions are hereby approved and
16 incorporated herein by reference. A Notice of 11 for Redemption in substantially such form shall be
17 mailed to the paying agent and shail be given by e paying agent as provided in Section 2.02 of the
18 General Resolution.
19
20
21
22
23
24
25
26
27
28
29
30
31
32
26. Escrow A�reement. On or pri to the delivery of the Bonds the Mayor, Clerk
and Director, Office of Financial Services, shall, and e hereby authorized and directed to, execute on
behalf of the City an Escrow Agreement. All essential rms and conditions of such Escrow Agreement
are hereby approved and adopted and made a part of this esolution, and the City covenants that it will
promptly enforce all provisions thereof in the event of de ult thereunder by the Escrow Agent. The
2003 Refunding Escrow Account and Escrow Agreement ovide for the discharge of the Prior Bonds as
set forth in Section 7.03 of the General Resolution.
27. Purchase of Securities. The Treasurer,
act in his ar her behalf, is hereby authorized and directed to p
Escrow Account, including any appropriate United States Tre
Government Series ("SLGS"), from the proceeds of the Refw
provisions of this resolution, and to execute all docuxnents (in
which may be required to effect a purchase of SLGS in accar�
Regulations.
anyone designated by the Treasurer to
hase securities for the 2003 Refixnding
Securiries, State and Local
i Bonds in accordance with the
d g the appropriate subscription form)
ce with the applicable U.S. Treasury
33 28. Certificate of Registration. As provided in Sec`tion 7.04 of the General
34 Resolution, the Director, Office of Financial Services, is hereby direct� to file a certified copy of this
35 resolution with the County Auditor of Ramsey County, Minnesota, tog ther with such other information
36 as the County Auditor shall require, and to obtain the County Auditor's ertificate that the Refunding
37 Bonds haue been entered in the County Auditor's Bond Register.
38 29. Records and Certificates. As provided in Section 7. 5 of the General Resolurion,
39 the officers of the City are hereby authorized and directed to prepare and �sh to the Purchaser, and to
isoat9a�z 26
o�-�s�
�
1 the attomeys approving l�e legality of the issuance of the Refunding Bonds, certified copies of all
2 proceedings and records of the City relating to the Refunding Bonds and to the financial condition and
3 affairs of the City, and suc other affidavits, certificates and information as are required to show the
4 facts relating to the legali d mazketability of the Refunding Bonds as the same appear from the
5 books and records under the custody and control or as othenvise known to them, and all such certified
6 copies, certificates and affida 'ts, including any heretofore futvished, shall be deemed representations of
7 the City as to the facts recited erein.
E�
30.
9 Section 5.03 of the General
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
Refunding Bonds or to use the unp
or pernut them or any of them to be
cost of such improvements, in such a
"private activity bonds" within the m�
nts as to Use of Proceeds and Improvements. As provided in
the City hereby covenants not to use the proceeds of the
nents financed with the proceeds of the Prior Bonds, or to cause
3, or to enter into any deferred payxnent arrangements for the
�nner as to cause the Refunding Bonds oz Prior Bonds to be
' g of Sections 103 and 141 through 150 of the Code. The City
reasonably expects that no actions will b taken over the term of the Refunding Bonds that would cause
them to be private acrivity bonds, and the verage term of the Refunding Bonds is not longer than
reasonably necessary for the governmental urpose of the issue. The City hereby covenants not to use
the proceeds of the Refunding Bonds in suc a manner as to cause the Refunding Bonds to be "hedge
bonds" within the meaning of Section 149(g) f the Code, and the principal amount and maturities of the
Bonds have been determined and scheduled in`prder to comply with Section 149(g)(3)(C)(ii) of the
Code. �
31. Tax-Exem t Status of the fw
Section 5.04 of the General Resolution, the City sh 1
Code to establish and maintain the exclusion from
interest on the Refunding Bonds, including without h
periods for investments, limitations on amounts inves
Refunding Bonds, and the rebate of excess inveshnen
If any elections are available now or
As provided in
comply with requirements necessary under the
oss income under Section 103 of the Code of the
itation requirements relating to temporary
d at a yield greater than the yield on the
t amings to the United States.
relating to the Refunding Bonds, the Mayor, Clerk, Treasi
or any of them, are hereby authorized and directed to mak
appropriate or desirable in connection with the Refunding
shall be deemed and treated as, elections of the City.
32. No Desianation of Qualified Tax-E
together with other obligations issued by the City in 2003,
qualified as "qualified tas-exempt obligations" within the .
hence are not designated for such purpose.
with respect to arbitrage or rebate matters
and Director, Office of Financial Services,
ich elections as they deem necessary,
nds, and all such elections shall be, and
36 33. Letter of Representations. The Letter o:
37 confirmed to be the Blanket Issuer Letter of Representations d
38 received and accepted by The Depository Trust Company. So
39 the Depository ar it or its nominee is the Holder of any Global
1504194v2
27
The Refunding Eonds,
in amount those which may be
; of Section 265(b)(3) of the Code, and
entarions for the Bonds is hereby
ril 10, 1996, by the CiYy and
The Depository Trust Company is
ate, the City shall comply with the
�,
t
t
o� �.s�
provisions of the Letter of Rep � sentations, as it may be amended or supplemented by the City from
time to time with the agreement r consent of The Depository Trust Company.
34. Negotiated le. The City has retained Springsted Incorporated as an independent
financial advisor, and this Council h heretofore determined, and does hereby detennine, to sell the
Refunding Bonds by private negotiah n to the Purchaser, all as provided by Minnesota Statutes, Secrion
475.60, Subdivision 2(9). �
7 35. Continuine Disclo�
8 Refunding Bonds. The City hereby agre�
9 "Rule"), promulgated by the Securities a�
10 Securities Exchange Act of 1934, as ame
i 1 "Undertaking") hereinafter described, to:
e. The City is an obligated person with respect to the
in accordance with the provisions of Rule 15c2-12 (the
Exchange Commission (the "Commission") pursuant to the
�, and a Continuing Disclosure Undertaking (the
12 A. Provide or cause to be pr vided to each nationally recognized municipal securities
13 information repository ("NRMSIIZ") and o the appropriate state information depository ("SID"),
14 if any, for the State of Minnesota, in each ase as designated by the Commission in accordance
15 with the Rule, certain annual financial info ation and operating data in accordance with the
16 Undertaking. The City reserves the right to odify from time to time the terms of the
17 Undertaking as provided therein.
18 B. Provide or cause to be provided, n a timely manner, to (i) each NRMSIR or to the
19 Municipal Securities Rulemaking Board ("MSR�") and (ii) the SID, notice of the occurrence of
20 certain material events with respect to the Refund�ing Bonds in accordance with the Undertaking.
21 C. Provide or cause to be provided, in � timely manner, to (i) each NRMSIIt or to the
22 MSRB and (ii) the SID, notice of a failure by the C ty to provide the annual financial information
23 with respect to the City described in the Undertakin�
24 The City agrees that its covenants pursuant to e Rule set forth in this paragraph 35 and
25 in the Undertaking are intended to be for the benefit of the Ho ders of the Refunding Bonds and shall be
26 enforceable on behalf of such Holders; provided that the right enforce the provisions of these
27 covenants shall be limited to a right to obtain specific enforcem nt of the City's obligations under the
28 covenants.
29 The Mayor and Director, Office of Financial Servi�es, or any other officers of the City
30 authorized to act in their stead (the "Officers"), are hereby authori�,ed and directed to execute on behalf
31 of the City the Undertaking in substantially the form presented to tt�e City Council, subject to such
32 modifications thereof or additions thereto as are (i) consistent with tbe requirements under the Rule, (ii)
33 required by the Purchaser, and (iii) acceptable to the Officers. �,
.
34 36. Override of General Resolution. "Revenues" as defined in the General Resolution
35 shall not inciude earnings on the 2003 Refixnding Escrow Account. Ne,ither the Series 1993 Bonds nor
36 any subsequent Additional Bonds shall have any lien on the 2003 Refiuiding Escrow Account or claim
37 thereto. `�
�soai9a�2 28
o �. - �s.�
1 The use of a rued interest on the Refunding Bonds shall be as provided in pazagraph 18,
2 notwithstanding Secrion 4.04 )(1) of the General Resolution, and no interest is necessary to be
3 capitalized for purposes of Sech n 4.04(B)(2} of the General Resolution.
4 Notwithstanding Se 'on 5.05 of the General Resolution, the terms and provisions of this
5 resolution shall be and constitute a c enant on the part of the City to and with only each and every
6 Holder from time to time of the Refun � g Bonds.
�
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�soat9a�z 29