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97-1544i _'. '_ r- ' , , h Counci� Fi�e # Rrl — (�4�{.._ Green Sheet # �i O 93 � /.S OF Presented By Referred To L, MINNESOTA Committee: Date ACCEPTING THE OFFER OF THE MINNESOTA PUBLIC FACILITIES AUTHORITY TO PURCHASE A $3,100,000 GENERAL OBLIGATION SEWER REVEI3IIE NOTE OF 1997, PROVIDING FOR ITS ISSUANCE, AND AUTHORIZING EXECUTION OF A PROJECT LOAN AGREEMENT 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 A. WHEREAS, the City Council of the City of Saint Pau1, Minnesota (the ��City��), has heretofore applied for a loan from the Minnesota Public Facilities Authority (the "PFA") to provide financing pursuant to its charter and Minnesota Statutes, Chapter 475 and Sections 116.19 and 115.46, for the construction of improvements to the City's wastewater treatment facilities, including sewer inflow and infiltration elimination (the ��Project"); and B. WHEREAS, the PFA is authorized pursuant to Minnesota Statutes, Chapter 446A, as amended, to issue its bonds (the "PFA Bonds'�) and to use the proceeds thereof, together with certain other funds, to provide loans to municipalities to fund eligible costs of construction of publicly owned wastewater treatment facilities in acCOrdance with Title VI of the federal Clean Water Act; and C. WHEREAS, the CiCy has applied for a loan from the PFA pursuant to such program, and the PFA has committed to make a loan to the City in the principal amount of $3,100,000, to be disbursed and repaid in accordance with the terms of a Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement iWith Bond Proceeds) (the "Project Loan Agreement") executed by the PFA and City, a copy of which is before this meeting and on file with the Clerk; and the Project Loan Agreement, as executed, is incorporated by reference; and 372092.2 �; �- �,�. �,,� � �; �t�i-ls 4`1 D. WHEREAS, the $3,100,000 General Obligation Sewer Revenue Note of 1997 (the "Note") of the City is not tax-exempt, but the City will need to assure the tax-exemption of the PFA Bonds; and 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 E. WAEREAS, in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(4), the City is authorized to issue obligations to a board, department or agency of the State of Minnesota by negotiation and without advertisement for bids and the PFA is, and has represented that it is, a board, department or agency of the State of Minnesota; and F. WHEREAS, gross revenues (the "Revenues" as defined in the City's Resolution No. 88-835, adopted May 24, 1958, being referred to herein as the "General Resolution") of the City's storm and sanitary sewer systems, including all piping, pumps, valves, maintenance equipment and buildings, improvements and real and personal property used in connection therewith, and all funds, accounts, contract rights, permits, authorization, approach and intangibles related thereto (the "Sewer System"), have been pledged to the payment of the City's Sewer Revenue Bonds, Series 1988A, and Sewer Revenue Refunding Bonds, Series 1993 (the "Sonds"), and under the General Resolution the pledge of Revenues to the payment of the Note is required to be junior and subordinated to the pledge to the Bonds; and G. WHEREAS, the City has heretofore issued to the PFA its General Obligation Sewer Revenue Note of 1993 (the "1993 Note"), General Obligation Sewer Revenue Note of 1994 (the "1994 Note"), General Obliqation Sewer Revenue Note of 1995 (the "1995 Note") and General Obligation Sewer Revenue Note of 1996 (the "1996 Note"), and under the resolutions authorizing the issuance of the 1493 Note, 1994 Note, 1995 Note and 1996 Note the pledge of Revenues to the payment of the Note may be on a parity of lien with the pledge to the 1993 Note, 1994 Note, 1995 Note and 1996 Note; and H. WHEREAS, a contract or contracts for the Pro}ect have been made by the City with the approval of the PFA and all other state and federal agencies of which approval is required: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Ramsey County, Minnesota, as follows: 1. Acceptance of Offer: Payment. to purchase a$3,100,000 General Obligation 1997 of the City (the "Note"), at the rates after set forth, and to pay therefor the su provided below, is hereby accepted, and the hereby awarded to the PFA. Payment for the disbursed in installments as eligible costs 372092.2 The offer of the PFA Sewer Revenue Note of of interest herein- m of $3,100,000 as sale o£ the Note is Note sha11 be of the Project are -, _ .� �t 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 3� 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 Date reimbursed or paid, all as provided in the Project Loan Agreement. q� -\54y 2. Title; Date; Denomination; Interest Rates; Maturities. The Note shall be a fully registered negotiable obligation, shall be titled the "General Obligation Sewer Revenue Note of 1997", shall be dated as of the date of delivery and shall be issued forthwith. The Note shall be in the principal amount of $3,100,000, or so much thereof as shall be disbursed pursuant to the Project Loan Agreement, shall bear no interest until February 20, 1499, and from and after February 24, 1999, shall bear interest on so much of the principal amount of the Note as ii) may be disbursed from time to time as provided in the Project Loan Agreement and (ii) remains unpaid, from February 20, 1999, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount of the Note has been paid or has been provided for, at the rate of three and twenty-five hundredths percent (3.25g) per annum (calculated on the basis of a 360-day year of twelve 30-day months), payable semiannually on each February 20 and August 20, commencing August 20, 1999, and shall mature on the dates and in the installments as follows: Date August 20, 1999 February 20, 2000 August 20, 2000 February 20, 2001 August 20, 2001 February 20, 2002 August 20, 2002 February 20, 2003 August 20, 2003 February 20, 2004 August 20, 2�a4 February 20, 2005 August 20, 2005 February 20, 2006 August 20, 2006 February 20, 2007 August 20, 2007 February 20, 2008 August 20, 2008 February 20, 2009 Amount $55,628. 56,532. 57,451. 58,384. 59,333. 60,297. 61,277. 62,273. 63,285. 64,313. 65,358. 66,420. b7,500. 68,597. 69,711. 70,844. 71,995. 73,165. 74,354. 75,562. 64 61 26 84 60 77 61 37 31 70 79 $7 21 09 79 61 84 77 71 98 Amount August 20, 2009 February 20, 2010 August 20, 2010 February 20, 2011 August 20, 2�11 February 20, 2012 August 20, 2012 February 20, 2013 August 20, 2013 February 20, 2014 August 2�, 2014 February 20, 2015 August 20, 2015 February 20, 2016 August 20, 2016 February 20, 2017 August 2Q, 2017 February 20, 2018 August 20, 2018 February 20, 2019 In the absence of a prepayment the full principal amount of the Note is February 20, 1999, payments based on the $106,003.64 each six (6) months, except $76,790.87 78,038.73 79,306.86 80,595.59 81,905.27 83,236.23 84,588.82 85,963.39 87,360.29 88,779.90 90,222.57 91,688.69 93,178.63 94,692.78 96,231.54 97,795.30 99,384.48 100,999.47 102,640.72 104,308.50 or reamortization, if disbursed before above 5chedule will be for a final payment of 372092.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 �; -- ; �- � � � r .. ,� � °t�-�syy $106,003.51, all as set forth on Exhibit A to the Project Loan Agreement. Interest sha11 accrue only on the aggregate amount of the Note which has been disbursed and is unpaid under the Project Loan Agreement. The principal installments shall be paid in the amounts scheduled above even if at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of the Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid principal installment in the proportion that such installment bears to the total of all ungaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide similarly level semiannual installments of total debt service payments). Principal, interest and any premium due under the Note will be paid on each payment date by wire payment, or by check or draft mailed the last business day prior to the payment date to the person in whose name the Note is registered, in any coin or currenay of the United States which at the time of payment is legal tender for public and private debts. Interest on the Note includes amounts treated by the PFA as service fees. 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 3. Pur�ose: Cost. The proceeds of the Note sha11 provide funds to finance construction of the Project. The Note is issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. The total cost of the construction of the Project, including legal and other professional charges, publication and printing costs, interest accruing on money borrowed for the Pro}ect before the collection of Revenues pledged and appropriated therefor, and all other costs necessarily incurred and to be incurred from the inception to the completion of the Project, is estimated to be at least equal to the amount of the I3ote. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 4. Redemption. The Note sha11 be subject to redemption and prepayment in whole or in part at the option of the City or mandatorily as provided in the Project Loan Agreement. If redemption is in part, installments of principal payable last under the Note shall be prepaid first, unless the City and the holder of the Note agree to a differenC result. 5. Registration of Note. At the time of issuance and delivery of the Note, the Treasurer of the City shall register 372092.2 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 „ q� • �s�� the Note in the name of the payee in a note register which she and her successors in office shall maintain for the purpose of registering the ownership of the I3ote. The Note shall be prepared for execution with an appropriate text and spaces for notation of registration. The force and effect of such regis- tration shall be as stated in the form of Note hereinafter set forth. Payment of principal installments and interest, whether upon redemption or otherwise, made with respect to the Note, may be made to the registered holder thereof or to his, her or its legal representative, without presentation or surrender of the Note. 6. Fornt of Note. The Note, together with the Certificate of Registration attached thereto, shall be in substantially the following form: 372092.2 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 3� 31 32 33 � j � �i ' , UNITED STATSS OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL $3,1Q0,000 GfiNERAL OBLIGATION SEWER REVENUE NOTE OF 1997 q� _�s�y KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota {the "City��), certifies that it is indebted and for value received gromises to pay to the Minnesota Public Facilities Authority or the registered assign, the principal sum of THREE MILLION ONE HUNDRED THOUSAND DOLLARS, or so much thereof as may have been disbursed, on the dates and in the installments as follows: Date August 20, 1999 February 20, 2�� August 20, 2000 February 20, 2001 August 20, 2601 February 20, 2002 August 20, 2002 February 20, 2003 August 20, 2003 February 20, 2004 August 20, 2004 February 20, 2005 August 20, 2005 February 20, 2006 August 20, 2006 February 20, 2007 August 20, 2007 February 20, 2008 August 20, 2008 February 20, 2009 Amount $55,628 56,532 57,451 58,384 59,333 60,297 61,277 62,273 63,285 64,313 65,358 66,420 67,500 68,597 69,711 70,844 71,995 73,165 74,354 75,562 64 61 26 84 64 77 61 37 31 70 79 87 21 09 79 61 84 77 71 98 ate August 20, 2009 Eebruary 20, 2010 August 20, 2010 February 20, 2011 August 20, 2011 February 20, 2012 August 20, 2012 February 20, 2013 August 20, 2013 February 20, 2014 August 2�, 2014 February 20, 2015 August 20, 2015 February 20, 2016 August 20, 2016 February 20, 2017 August 20, 2017 February 20, 2018 August 20, 2018 February 20, 2019 Amount $76,790.87 ?8,038.73 79,306.86 80,595.59 81,905.2? 83,236.23 84,588.82 85,963.39 87,360.29 88,779.90 9�,222.57 91,688.69 93,178.63 94,692.78 96,231.54 97,795.30 99,384.48 100,999.47 102,640.72 104,308.50 and to pay interest on so much of the principal amount of the debt as (i) may be disbursed from time to time as provided in the Project Loan Agreement (as defined.below) and (ii) remains unpaid, from February 2�, 1999, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount hereof is paid or has been provided for, at the rate of zero percent (0.0%) per annum from the date hereof until February 2�, 1999, and from and after February 20, 1999, at the rate of three and twenty-five hundredths percent (3.250) per annum (calculated on the basis of a 360-day year of 372092.2 1 2 3 4 S 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 -. ,- i"'. , � r . _.: - _ a^-�S�y twelve 30-day months), payable semiannually on each February 20 and August 20, commencing August 20, 1999. Principal and Interest Payments. Interest shall accrue only on the aggregate amount of this Note which has been disbursed under the Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement (With Bond Proceeds) dated as of November , 1997, by and between the City and the Minnesota Public Facilities Authority (the "Project Loan Agreement"). The principal installments shall be paid in the amounts scheduled above even if at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of this Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid principal installment in the proportion that such installment bears to the total of all unpaid principal installments fi.e., the remaining principal payment schedule shall be reamortized to provide similarly level semiannual installments of total debt service payments). Interest on this Note includes amounts treaeed by the Minnesota Public Facilities Authority as service fees, Principal, interesC and any premium due under this Note will be paid on each paymenC date by wire payment, or by check or draft mailed the last business day prior to the payment date to the person in whose name this Note is registered, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. Redemption. This Note is subject to redemption and prepayment in whole or in part at the option of the City or mandatorily as provided in the Project Loan Agreement. If redemption is in part, installments of principal payable last under this Note shall be prepaid first, unless the City and the holder of this Note agree to a different result. Puroose; General Obliqation, This Note has been issued pursuant to and in full conformity with Che Constitution and laws of Che State of Minnesota for the purpose of providing money to finance the construction of improvements to the City's wastewater treatment facilities in the City, including sewer inflow and infiltration elimination, and is payable out of the PFA Debt Service Account of the Sewer Service Enterprise Fund of the City, to which account have been pledged gross revenues of the City's sewer system. This Note has been issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. This Note constitutes a general obligation of the City, and to provide moneys for the prompt and full payment of said principal installments and interest when the same become due, the fu11 faith, credit and taxing powers of the City have been and are hereby irrevocably pledged. 372092.2 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 a� -tsyy Reaistration; Transfer. This Note shall be registered in the name of the payee on the books of the City by presenting this Note for registration to the City's Treasurer, who will endorse his or her name and note the date of registration opposite the name of the payee in the certificate of registration attached hereto. Thereafter this Note may be transferred to a bona fide purchaser only by delivery with an assignment duly executed by the registered awner or his, her or its legal representative, and the City may treat the registered owner as the person exclusively entitled to exercise all the rights and powers of an owner until this Note is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the City's Treasurer. Fees Upon Transfer or Loss. The Treasurer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer of this Note and any legal or unusual costs regarding transfers and lost notes. Project Loan Aqreement. The terms and conditions of the Project Loan Agreement are incorporated herein by reference and made a part hereof. The Project Loan Agreement may be attached to this Note, and shall be attached to this Note if the holder of this Note is any person other than the Minnesota Public Facilities Authority. Taxable Obliqation. The City intends that none of the interest on this Note will be excluded from gross income for United States income tax purposes or from both gross income and taxable net income for State of Minnesota income tax purposes. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the charter of the City to be done, to happen and to be perfarmed, precedent to and in the issuance of this Note, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; that the City has covenanted and agreed with the holder of this Note that it wi11 impose and collect charges for the service, use and availability of and aonnection to its municipal sewer system at the times and in amounts neaessary to produce gross revenues adequate to pay all principal and interest when due on this Note; that the City will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property in the City, without limitation as to rate or amount, for the years and in amounts sufficient to pay the installments of principal and interest on this Note as they respectively become due, if the gross revenues 372092.2 8 9'�-ts�y from said municipal sewer system and any other revenues irrevocably appropriated to said PFA Debt Service Account are insufficient therefor; and that this Note, together with all other debts of the City outstanding on the date hereof, being the date of its actual issuance and delivery, does not exceed any constitutional or statutory or charter limitation of indebtedness. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN WITNESS WHER£OF, the City of Saint Paul, Ramsey Count�, Minnesota, by its City Council has caused this Note to be executed on its behalf by the signature of its Mayor, attested by the signature of its Clerk, and countersigned by the signature of its Director, Office of Financial Services, and the corporate seal of the City to be affixed hereto, a11 as of _, 1497. CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA X X X Mayor Atte5t: X X X Clerk Countersigned: Director, Office af Financial Services (SEAL) General Obligation Sewer Revenue Note of 1997. 372092.2 q��s�t�l CERTIFICATE OF REGISTRATION The transfer of ownership of the princigal amount of the attached Note may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF SIGNATURE OF REGISTRATION REGISTEREB OWNER CITY TREASTTRER Minnesota PubliC Facilities Authority Saint Paul, Minnesota Federal Employer ldenti- , 1997 fication No. 41-6007162 X X X 372092.2 1 0 1 2 3 4 5 6 7 8 9 10 il 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 l6 67 :8 9 /' ° q� -1s 4 y 7. Execution The Nate shall be executed on behalf the City by the signatures of its Mayor, Clerk, and Director, Office of Financial Services, each with the effect noted on the form of the Note, and be sealed with the seal of the City. In the event of disability or resignation or other absence of any such officer, the Note may be signed by the manual signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature shall appear on the Note sha11 cease to be such officer before the delivery the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. of of 8. Delivery: Application of Proceeds. The Note when so prepared and executed shall be delivered by the Director, Office of Financial Services, to the purchaser thereof prior to disbursements pursuant to the Project Loan Agreement, and the purchaser shall not be obliged to see to the proper application thereof. 9. Fund and Accounts. There has heretofore been created (as provided in the General Resolution) a separate fund of the City designated the "Sewer Service Enterprise Fund" ithe "Fund"}. The Fund shall be maintained in the manner specified in the General Resolution and herein until the Bonds, and interest thereon, have been fully paid, and as specified herein until the Note and interest thereon have been £ully paid. There shall be maintained in the Fund, in addition to the Construction Account, Operation and Maintenance Account, Revenue Bond Debt Service Account, Reserve Account, Excess Investment Earnings Account and 1993 Refunding Escrow Account heretofore established with respect to the Bonds, the following two S2) separate accounts which have heretofore been established by the resolution authorizing the issuance of the 1993 Note, to which shall be credited and debited all income and disbursements of the Fund relating to the 1493 Note, 1994 Note, 1995 Note, 1996 Note and Note as hereinafter set forth. The Treasurer and all municipal officials and employees concerned therewith shall establish and maintain financial records of the receipts and disbursements of the Sewer System in accordance with this resolution, in such records there shall be maintained accounts of the Fund for the purposes and in the amounts as follaws: a. A"PFA Construction Account", to which shall be credited all proceeds received from the sale of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and Note. The 1993 Note, 1994 Note, 1995 Note, 1996 Nate and Note shall be the only sources of moneys credited to the PFA Construction Account. It is recoqnized that the sale proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and I3ote are 372092.2 ii 1 2 3 4 5 6 � 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 �. � r � � -Lsyy received in reimbursement for costs e�cpended on the Project and the projects funded by the 1993 Note, 1994 Note, 1995 Note and 1996 Note or in direct payment of such costs, and that accordingly the moneys need not be placed in the PFA Construction Account upon receipt but may be applied immediately to reimburse the source from which the e�cpenditure was made. The moneys in the PFA Construction Account shall be used solely for the purpose of paying for the cost of constructing the Project and the projects funded by the 1993 Note, 1994 Nate, 1995 Note and 1996 Note, including a11 costs enumerated in Minnesota Statutes, Section 475.55, provided that such moneys shall only be expended for costs and expenses which are permitted under the Project Loan Agreement or the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note and 1996 Note, as applicable. The PFA prohibits the use of proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and Note to reimburse costs initially paid from proceeds of other obligations of the City, such as the Bonds. Upon completion of the Project and the projects financed by the 1993 Note, 1994 Note, 1995 Note and 1996 Note and the payment of the costs thereof, any surplus shall be transferred to the PFA Debt Service Account. b. A"PFA Debt Service Account", to which shall be irrevocably appropriated, pledged and credited: (1) Revenues (as defined in the General Resolution, and as provided in Section 4.03(A) Sixth thereof) in an amount sufficient, with other moneys, to pay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 NoCe, 1996 Note and Note when due; (2) all collections of taxes which may hereafter be levied for the gayment of the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note or Note; (3) the proceeds of any grant which by the terms of the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note and 1996 Note is required to be applied to reduction or repayment of the 1993 Note, 1994 Note, 1995 Note or 1996 Note; t4) all investment earnings on moneys held in the PFA Debt Service AccounC; i5) any amounts transferred from the PFA Construction Account; and (6) any other moneys which are properly available and are appropriated by the City Council to the PFA Debt Service Account. The moneys in said account shall be used only to pay or prepay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note and Note and an�r other general obligation bonds hereafter issued and made payable from said account, and to pay any rebate due to the United States with respect to the PFA Bonds in connection with the Note. 372092.2 ia 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 4$ 49 i0 4� - �s �ty c. Excess Revenues may be used for any proper purpose to the extent provided in the General Resolution. The City shall observe this resolution and of Agreement with regard the covenants of paragraphs 16 and 17 of sections 13 and 17 of the Project Loan to the Fund. 10. Coverage Test: Pledge of Revenues: Excess Revenues; Parity Bonds. It is hereby found, determined and declared that the Revenues of the Sewer System are sufficient in amount, when used in the order provided in the General Resolution, to pay when due one hundred five percent (165s) of the principal of and interest on the Note, and the Revenues of the Sewer System are hereby pledged for the payment of the Note, but solely to the extent required to meet, with other pledged sources, one hundred five percent (lOSg) of the principal and interest requirements of the Note as the same become due. Excess Revenues may be used for any proper purpose as provided in the General Resolution. Nothing contained herein shall be deemed to preclude the City from making further pledges and appropriations of the Revenues of the Sewer System for the payment of other or additional obligations of the City, provided that it has first been determined by the City Council Chat estimated Revenues of the Sewer System will be sufficient, in addition to all other sources, for the payment of the Note and such additional obligations, and any such pledge and appropriation of the Revenues may be made superior or subordinate to, or on a parity with, the pledge and appropriation herein. The Note is issued pursuant to Minnesota Statutes, Section 115.46, and nothing herein shall preclude the City from levying taxes for the payment of the Note. Revenues are hereby pledged to the payment of the Note. The lien on Revenues securing the Note is hereby expressly made a lien on Revenues junior and subsequent to the lien of the General Resolution as it applies to the Bonds tas therein defined), a11 as provided in Section 6.01(A) of the General Resolution. The Note shall be paid from the Operation and N3aintenance Account of the Sewer Service Enterprise Eund as provided in Section 4.03(A) Sixth of the General Resolution, and for this purpose it is hereby found, determined and declared that the Note finances Improvements (as defined in the General Resolution). As provided in paragraph 10 of each of the resolutions authorizing issuance of the 1993 Note, 1994 Note, 1995 Note and 1996 Note, it is hereby found, determined and declared that estimated revenues of the Sewer System will be sufficient, in addition to all other sources, for the payment of the 1993 Note, 372042.2 13 q� - ts yy 1994 Note, 1995 Note, 1996 Note and Note. The pledge and appropriation of the Revenues to the payment of the Note shall be on a parity with the pledge and appropriation to the payment of the 1993 Note, 1994 Note, 1995 Note and 1996 Note. 11. Pledqe to Produce Revenues. In accordance with Minnesota Statutes, Section 116.19, the City hereby covenants and agrees with the holder of the Note that it will impose and collect charges for the service, use and availability of and connection to the Sewer System at the times and in the amounts required to produce Revenues adequate to pay all princigal and interest when due on the Note. Nothing herein shall preclude the City from levying taxes for the payment of the Note as permitted by Minnesota Statutes, Section 115.46. 12. General Obliaation Pledae. The full faith, credit and taxing powers of the City shall be, and are hereby, irrevocably pledged for the prompt and full payment of the principal and interest on the Note as the same respectively become due. If the Revenues of the Sewer System appropriated and pledged to the payment of principal and interest on the Note, together with other funds irrevocably appropriated to Che PFA Debt Service Account referred to in paragraph 9 of this resolution, shall at any time be insufficient to pay such principal and interest when due, the City covenants and agrees to levy, without limitation as to rate or amount, an ad valorem tax upon a11 taxable property in the City sufficient to pay such principal and interest as they become due. If the balance in the PFA Debt Service Account is ever insufficient to pa�r all principal and interest then due on the Note and any other obligations payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed, with or without interest, from the PFA Debt Service ACCOUnt when a sufficient balance is available therein. 13. Certificate of Reqistration. The Director, Office of Financial Services, is hereby directed to file a certified copy of this resolution with the officer of Ramsey County, Minnesota, performing the functions of the county auditor (the "County Auditor"), together with such other informatian as the County Auditor shall require, and to obtain the County Auditor's certificate that the Note has been entered in the County Auditor's Bond Register. 14. Project Loan Agreement. The Project Loan Agreement is hereby approved in substantially the form heretofore presented to the City Council, and in the form executed is hereby incorporated by reference and made a part of this resolution. Each and all of the provisions of this resolution relating to the 372os2.2 14 q� -is�ty 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 38 39 40 41 42 43 44 �5 66 7 Note are intended to be consistent with the provisions of the Project Loan Agreement, and to the extent that any provision in the Project Loan Agreement is in conflict with this resolution as it relates to the Note, that provision shall control and this resolution shall be deemed accordingly modified. The Mayar and Director, Office of Financial Services, are hereby authorized and directed to execute the Project Loan Agreement. The execution of the Project Loan Agreement by the appropriate officers shall be conclusive evidence of the approval of the Project Loan Agreement in accordance with the terms hereof. The Projeat Loan Agreement may be attached to the Note, and shall be attached to the I3ote if the holder of the Note is any person other than the PFA. 15. Records and Certificates The officers of the City are hereby authorized and directed to prepare and furnish to the PFA, and to the attorneys approving the legality of the issuance of the Note, certified copies of all proceedings and records of the City relating to the Note and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as ta the facts recited therein. 16. Neqative Covenants as to IIse of Proceeds and Project. The City hereby covenants not to use the proceeds of the Note or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangement for the cost of the Project, in such a manner as to cause the PFA Bonds to be "private acCivity bonds" within the meaning of Sections 103 and 141 through 150 of the federal internal Revenue Code of 198&, as amended (the "Code"?. The City reasonably expects that it will take no actions over the term of the Note that would cause the PFA Bonds to be private activity bonds, and the average term of the Note is not longer than reasonably necessary for its governmental purpose. 17. Tax-Exempt Status of the PFA Bonds; Rebate. The City with respect to the Note shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the PFA Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the PFA Bonds, and (3) the rebate o£ excess investment earnings to the United States. The City covenants and agrees with the PFA and holders of the Note that the investments of proceeds of the Note, 372092.2 15 __ _ . 9� - ts y �{ including the investment of any revenues pledged to the Note which are considered gross proceeds of the PFA Bonds under the applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the PFA Bonds shall not be arbitrage bonds within the meaning of Section 148 of the Code and an�r regulations thereunder. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the City hereby certifies that it is not expected that the proceeds of the Note will be used in such manner as to cause the PFA Sonds to be arbitrage bonds under Section 148 of the Code and any regulations thereunder. The Mayor, Clerk, Director, Office of Financial Services, and Treasurer shall furnish a certificate to the PFA embracing or based on the foregoing certification at the time of delivery of the Note to the PFA. The proceeds of the Note will likewise be used in such manner that the Note is not a private activity bond under Section 103(b) of the Code. 18. No Designation of Oualified Tax-Exempt Obligation. The Note, as a taxable obligation, may not be qualified as a "qualified tax-exempt obligation" within the meaning of Section 265(b?(3? of the Code, and hence is not designated for sueh purpose. 19. Resolutions Supplemented. The General Resolution and the resolutions authorizing the issuance of the 1993 Note, 1994 Note, 1995 Note and 1996 Note are hereby supplemented to the extent necessary to give effect to the provisions of paragraph 9 of this resolution. 20. Consent to Representation. The City hereby consents to the representation by Briggs and Morgan, Professional Association, which is acting as the City's bond counsel with respect to the Note, of the PFA with respect to the PFA Bonds and the Note as the P�A's bond counsel pursuant to a special attorney appointment by the Attorney General of the State of Minnesota. 21. Severabilitv. 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, paragraph or provision shall not affect any of the remaining provisions of this resolution. s�zoffz.z 1 6 9�-�s��t 1 22. Headinas. Headings in this resolution are 2 included for convenience of reference only and are not a part 3 hereof, and shall not limit or define the meaning of any 4 provision hereof. Requested by Departme�t ot: Office of Pinancial Services �•t:: - 1 � �pted by Council: Date �•-�- �-�- ��`� Form App� ed by City Attorney �. r � . ��--� ption ertified by Council Secreia� By: ` ,� �0`2 .- 1 /- �7 oved by Mayor. Date � ti� Z�`� �' Approved y Ma l ��yqrtsub ' si uncif . Q 4 '�B� 17 GREEN SHEET Martha Kantorowicz, 266-8836 22. 1997 Forz TOTAL # OF SIGNATURE PAGES 7 ov�xi�r o�tECroie °t'1 1s4y No 60934 InMaUDate rnrcou+cR � art�non�v � ancu�uc _ ❑ wwiou.amxceeao� � ra�wc+wmm�crc �wwrtl��MTI � �� ❑ (CI.VP ALL LOCATIONS FOR S1G4JATURE) This resolution accepts the offer of the Minnesota Public Facilities AuthoriCy (PFA) to purchase a$3,100,000 General Obl�gation Sewer Revenue Note, pro� and authorize execution of a project loan agreement. DEG � 21997 o. PLANNING CAh{MISSION CIB COMMITTEE - CIVIL SERVICE COMMISSION Nas fhis Pe�son/frm ever w�wked:untler a conVact forihis de'ParlmenC! YES NO Has this persoNfirm ever been a city empbyee7 , YES NO Dces this P�s�rtn W�s a sltlll not nwmallYP� bY any arreM ciry emWq'ee7 YES NO Is this I��rm e targeted vendoR YES NO I I IH IrvU YKVtlLt I�JUt. V['YVK I I I r �v rv i rv��e, rn p oan app ication or ", , 0 to t e PFA has been approved by the State. The proceduxe to follow is for the City to issue'a general obligation note to Che State for that amount. The loan is interest free until February 20, 1993, and after that clate bears interest at a rate of 3.257 per annum. The installments are for 20 years, 1999 through 2019. � The�City�receives a loan from the 3tate which is interest free for slightly over one year and then bears interest at a rate of 3.25�, which is well below market rates. The loan carries a G.O. pledge, but will be repaid by the sewer service fund. None The City loses the opporYunity to borrow funds from the State at a low rate, to support the Public Works inflow and infiltration program. �� Ti� SOURCE COST/REVENUE BUDfiEfED (CIRCLE ON� �crmn NuweErc YES NO INFORMATION (IXPWf� i _'. '_ r- ' , , h Counci� Fi�e # Rrl — (�4�{.._ Green Sheet # �i O 93 � /.S OF Presented By Referred To L, MINNESOTA Committee: Date ACCEPTING THE OFFER OF THE MINNESOTA PUBLIC FACILITIES AUTHORITY TO PURCHASE A $3,100,000 GENERAL OBLIGATION SEWER REVEI3IIE NOTE OF 1997, PROVIDING FOR ITS ISSUANCE, AND AUTHORIZING EXECUTION OF A PROJECT LOAN AGREEMENT 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 A. WHEREAS, the City Council of the City of Saint Pau1, Minnesota (the ��City��), has heretofore applied for a loan from the Minnesota Public Facilities Authority (the "PFA") to provide financing pursuant to its charter and Minnesota Statutes, Chapter 475 and Sections 116.19 and 115.46, for the construction of improvements to the City's wastewater treatment facilities, including sewer inflow and infiltration elimination (the ��Project"); and B. WHEREAS, the PFA is authorized pursuant to Minnesota Statutes, Chapter 446A, as amended, to issue its bonds (the "PFA Bonds'�) and to use the proceeds thereof, together with certain other funds, to provide loans to municipalities to fund eligible costs of construction of publicly owned wastewater treatment facilities in acCOrdance with Title VI of the federal Clean Water Act; and C. WHEREAS, the CiCy has applied for a loan from the PFA pursuant to such program, and the PFA has committed to make a loan to the City in the principal amount of $3,100,000, to be disbursed and repaid in accordance with the terms of a Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement iWith Bond Proceeds) (the "Project Loan Agreement") executed by the PFA and City, a copy of which is before this meeting and on file with the Clerk; and the Project Loan Agreement, as executed, is incorporated by reference; and 372092.2 �; �- �,�. �,,� � �; �t�i-ls 4`1 D. WHEREAS, the $3,100,000 General Obligation Sewer Revenue Note of 1997 (the "Note") of the City is not tax-exempt, but the City will need to assure the tax-exemption of the PFA Bonds; and 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 E. WAEREAS, in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(4), the City is authorized to issue obligations to a board, department or agency of the State of Minnesota by negotiation and without advertisement for bids and the PFA is, and has represented that it is, a board, department or agency of the State of Minnesota; and F. WHEREAS, gross revenues (the "Revenues" as defined in the City's Resolution No. 88-835, adopted May 24, 1958, being referred to herein as the "General Resolution") of the City's storm and sanitary sewer systems, including all piping, pumps, valves, maintenance equipment and buildings, improvements and real and personal property used in connection therewith, and all funds, accounts, contract rights, permits, authorization, approach and intangibles related thereto (the "Sewer System"), have been pledged to the payment of the City's Sewer Revenue Bonds, Series 1988A, and Sewer Revenue Refunding Bonds, Series 1993 (the "Sonds"), and under the General Resolution the pledge of Revenues to the payment of the Note is required to be junior and subordinated to the pledge to the Bonds; and G. WHEREAS, the City has heretofore issued to the PFA its General Obligation Sewer Revenue Note of 1993 (the "1993 Note"), General Obligation Sewer Revenue Note of 1994 (the "1994 Note"), General Obliqation Sewer Revenue Note of 1995 (the "1995 Note") and General Obligation Sewer Revenue Note of 1996 (the "1996 Note"), and under the resolutions authorizing the issuance of the 1493 Note, 1994 Note, 1995 Note and 1996 Note the pledge of Revenues to the payment of the Note may be on a parity of lien with the pledge to the 1993 Note, 1994 Note, 1995 Note and 1996 Note; and H. WHEREAS, a contract or contracts for the Pro}ect have been made by the City with the approval of the PFA and all other state and federal agencies of which approval is required: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Ramsey County, Minnesota, as follows: 1. Acceptance of Offer: Payment. to purchase a$3,100,000 General Obligation 1997 of the City (the "Note"), at the rates after set forth, and to pay therefor the su provided below, is hereby accepted, and the hereby awarded to the PFA. Payment for the disbursed in installments as eligible costs 372092.2 The offer of the PFA Sewer Revenue Note of of interest herein- m of $3,100,000 as sale o£ the Note is Note sha11 be of the Project are -, _ .� �t 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 3� 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 Date reimbursed or paid, all as provided in the Project Loan Agreement. q� -\54y 2. Title; Date; Denomination; Interest Rates; Maturities. The Note shall be a fully registered negotiable obligation, shall be titled the "General Obligation Sewer Revenue Note of 1997", shall be dated as of the date of delivery and shall be issued forthwith. The Note shall be in the principal amount of $3,100,000, or so much thereof as shall be disbursed pursuant to the Project Loan Agreement, shall bear no interest until February 20, 1499, and from and after February 24, 1999, shall bear interest on so much of the principal amount of the Note as ii) may be disbursed from time to time as provided in the Project Loan Agreement and (ii) remains unpaid, from February 20, 1999, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount of the Note has been paid or has been provided for, at the rate of three and twenty-five hundredths percent (3.25g) per annum (calculated on the basis of a 360-day year of twelve 30-day months), payable semiannually on each February 20 and August 20, commencing August 20, 1999, and shall mature on the dates and in the installments as follows: Date August 20, 1999 February 20, 2000 August 20, 2000 February 20, 2001 August 20, 2001 February 20, 2002 August 20, 2002 February 20, 2003 August 20, 2003 February 20, 2004 August 20, 2�a4 February 20, 2005 August 20, 2005 February 20, 2006 August 20, 2006 February 20, 2007 August 20, 2007 February 20, 2008 August 20, 2008 February 20, 2009 Amount $55,628. 56,532. 57,451. 58,384. 59,333. 60,297. 61,277. 62,273. 63,285. 64,313. 65,358. 66,420. b7,500. 68,597. 69,711. 70,844. 71,995. 73,165. 74,354. 75,562. 64 61 26 84 60 77 61 37 31 70 79 $7 21 09 79 61 84 77 71 98 Amount August 20, 2009 February 20, 2010 August 20, 2010 February 20, 2011 August 20, 2�11 February 20, 2012 August 20, 2012 February 20, 2013 August 20, 2013 February 20, 2014 August 2�, 2014 February 20, 2015 August 20, 2015 February 20, 2016 August 20, 2016 February 20, 2017 August 2Q, 2017 February 20, 2018 August 20, 2018 February 20, 2019 In the absence of a prepayment the full principal amount of the Note is February 20, 1999, payments based on the $106,003.64 each six (6) months, except $76,790.87 78,038.73 79,306.86 80,595.59 81,905.27 83,236.23 84,588.82 85,963.39 87,360.29 88,779.90 90,222.57 91,688.69 93,178.63 94,692.78 96,231.54 97,795.30 99,384.48 100,999.47 102,640.72 104,308.50 or reamortization, if disbursed before above 5chedule will be for a final payment of 372092.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 �; -- ; �- � � � r .. ,� � °t�-�syy $106,003.51, all as set forth on Exhibit A to the Project Loan Agreement. Interest sha11 accrue only on the aggregate amount of the Note which has been disbursed and is unpaid under the Project Loan Agreement. The principal installments shall be paid in the amounts scheduled above even if at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of the Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid principal installment in the proportion that such installment bears to the total of all ungaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide similarly level semiannual installments of total debt service payments). Principal, interest and any premium due under the Note will be paid on each payment date by wire payment, or by check or draft mailed the last business day prior to the payment date to the person in whose name the Note is registered, in any coin or currenay of the United States which at the time of payment is legal tender for public and private debts. Interest on the Note includes amounts treated by the PFA as service fees. 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 3. Pur�ose: Cost. The proceeds of the Note sha11 provide funds to finance construction of the Project. The Note is issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. The total cost of the construction of the Project, including legal and other professional charges, publication and printing costs, interest accruing on money borrowed for the Pro}ect before the collection of Revenues pledged and appropriated therefor, and all other costs necessarily incurred and to be incurred from the inception to the completion of the Project, is estimated to be at least equal to the amount of the I3ote. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 4. Redemption. The Note sha11 be subject to redemption and prepayment in whole or in part at the option of the City or mandatorily as provided in the Project Loan Agreement. If redemption is in part, installments of principal payable last under the Note shall be prepaid first, unless the City and the holder of the Note agree to a differenC result. 5. Registration of Note. At the time of issuance and delivery of the Note, the Treasurer of the City shall register 372092.2 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 „ q� • �s�� the Note in the name of the payee in a note register which she and her successors in office shall maintain for the purpose of registering the ownership of the I3ote. The Note shall be prepared for execution with an appropriate text and spaces for notation of registration. The force and effect of such regis- tration shall be as stated in the form of Note hereinafter set forth. Payment of principal installments and interest, whether upon redemption or otherwise, made with respect to the Note, may be made to the registered holder thereof or to his, her or its legal representative, without presentation or surrender of the Note. 6. Fornt of Note. The Note, together with the Certificate of Registration attached thereto, shall be in substantially the following form: 372092.2 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 3� 31 32 33 � j � �i ' , UNITED STATSS OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL $3,1Q0,000 GfiNERAL OBLIGATION SEWER REVENUE NOTE OF 1997 q� _�s�y KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota {the "City��), certifies that it is indebted and for value received gromises to pay to the Minnesota Public Facilities Authority or the registered assign, the principal sum of THREE MILLION ONE HUNDRED THOUSAND DOLLARS, or so much thereof as may have been disbursed, on the dates and in the installments as follows: Date August 20, 1999 February 20, 2�� August 20, 2000 February 20, 2001 August 20, 2601 February 20, 2002 August 20, 2002 February 20, 2003 August 20, 2003 February 20, 2004 August 20, 2004 February 20, 2005 August 20, 2005 February 20, 2006 August 20, 2006 February 20, 2007 August 20, 2007 February 20, 2008 August 20, 2008 February 20, 2009 Amount $55,628 56,532 57,451 58,384 59,333 60,297 61,277 62,273 63,285 64,313 65,358 66,420 67,500 68,597 69,711 70,844 71,995 73,165 74,354 75,562 64 61 26 84 64 77 61 37 31 70 79 87 21 09 79 61 84 77 71 98 ate August 20, 2009 Eebruary 20, 2010 August 20, 2010 February 20, 2011 August 20, 2011 February 20, 2012 August 20, 2012 February 20, 2013 August 20, 2013 February 20, 2014 August 2�, 2014 February 20, 2015 August 20, 2015 February 20, 2016 August 20, 2016 February 20, 2017 August 20, 2017 February 20, 2018 August 20, 2018 February 20, 2019 Amount $76,790.87 ?8,038.73 79,306.86 80,595.59 81,905.2? 83,236.23 84,588.82 85,963.39 87,360.29 88,779.90 9�,222.57 91,688.69 93,178.63 94,692.78 96,231.54 97,795.30 99,384.48 100,999.47 102,640.72 104,308.50 and to pay interest on so much of the principal amount of the debt as (i) may be disbursed from time to time as provided in the Project Loan Agreement (as defined.below) and (ii) remains unpaid, from February 2�, 1999, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount hereof is paid or has been provided for, at the rate of zero percent (0.0%) per annum from the date hereof until February 2�, 1999, and from and after February 20, 1999, at the rate of three and twenty-five hundredths percent (3.250) per annum (calculated on the basis of a 360-day year of 372092.2 1 2 3 4 S 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 -. ,- i"'. , � r . _.: - _ a^-�S�y twelve 30-day months), payable semiannually on each February 20 and August 20, commencing August 20, 1999. Principal and Interest Payments. Interest shall accrue only on the aggregate amount of this Note which has been disbursed under the Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement (With Bond Proceeds) dated as of November , 1997, by and between the City and the Minnesota Public Facilities Authority (the "Project Loan Agreement"). The principal installments shall be paid in the amounts scheduled above even if at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of this Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid principal installment in the proportion that such installment bears to the total of all unpaid principal installments fi.e., the remaining principal payment schedule shall be reamortized to provide similarly level semiannual installments of total debt service payments). Interest on this Note includes amounts treaeed by the Minnesota Public Facilities Authority as service fees, Principal, interesC and any premium due under this Note will be paid on each paymenC date by wire payment, or by check or draft mailed the last business day prior to the payment date to the person in whose name this Note is registered, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. Redemption. This Note is subject to redemption and prepayment in whole or in part at the option of the City or mandatorily as provided in the Project Loan Agreement. If redemption is in part, installments of principal payable last under this Note shall be prepaid first, unless the City and the holder of this Note agree to a different result. Puroose; General Obliqation, This Note has been issued pursuant to and in full conformity with Che Constitution and laws of Che State of Minnesota for the purpose of providing money to finance the construction of improvements to the City's wastewater treatment facilities in the City, including sewer inflow and infiltration elimination, and is payable out of the PFA Debt Service Account of the Sewer Service Enterprise Fund of the City, to which account have been pledged gross revenues of the City's sewer system. This Note has been issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. This Note constitutes a general obligation of the City, and to provide moneys for the prompt and full payment of said principal installments and interest when the same become due, the fu11 faith, credit and taxing powers of the City have been and are hereby irrevocably pledged. 372092.2 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 a� -tsyy Reaistration; Transfer. This Note shall be registered in the name of the payee on the books of the City by presenting this Note for registration to the City's Treasurer, who will endorse his or her name and note the date of registration opposite the name of the payee in the certificate of registration attached hereto. Thereafter this Note may be transferred to a bona fide purchaser only by delivery with an assignment duly executed by the registered awner or his, her or its legal representative, and the City may treat the registered owner as the person exclusively entitled to exercise all the rights and powers of an owner until this Note is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the City's Treasurer. Fees Upon Transfer or Loss. The Treasurer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer of this Note and any legal or unusual costs regarding transfers and lost notes. Project Loan Aqreement. The terms and conditions of the Project Loan Agreement are incorporated herein by reference and made a part hereof. The Project Loan Agreement may be attached to this Note, and shall be attached to this Note if the holder of this Note is any person other than the Minnesota Public Facilities Authority. Taxable Obliqation. The City intends that none of the interest on this Note will be excluded from gross income for United States income tax purposes or from both gross income and taxable net income for State of Minnesota income tax purposes. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the charter of the City to be done, to happen and to be perfarmed, precedent to and in the issuance of this Note, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; that the City has covenanted and agreed with the holder of this Note that it wi11 impose and collect charges for the service, use and availability of and aonnection to its municipal sewer system at the times and in amounts neaessary to produce gross revenues adequate to pay all principal and interest when due on this Note; that the City will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property in the City, without limitation as to rate or amount, for the years and in amounts sufficient to pay the installments of principal and interest on this Note as they respectively become due, if the gross revenues 372092.2 8 9'�-ts�y from said municipal sewer system and any other revenues irrevocably appropriated to said PFA Debt Service Account are insufficient therefor; and that this Note, together with all other debts of the City outstanding on the date hereof, being the date of its actual issuance and delivery, does not exceed any constitutional or statutory or charter limitation of indebtedness. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN WITNESS WHER£OF, the City of Saint Paul, Ramsey Count�, Minnesota, by its City Council has caused this Note to be executed on its behalf by the signature of its Mayor, attested by the signature of its Clerk, and countersigned by the signature of its Director, Office of Financial Services, and the corporate seal of the City to be affixed hereto, a11 as of _, 1497. CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA X X X Mayor Atte5t: X X X Clerk Countersigned: Director, Office af Financial Services (SEAL) General Obligation Sewer Revenue Note of 1997. 372092.2 q��s�t�l CERTIFICATE OF REGISTRATION The transfer of ownership of the princigal amount of the attached Note may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF SIGNATURE OF REGISTRATION REGISTEREB OWNER CITY TREASTTRER Minnesota PubliC Facilities Authority Saint Paul, Minnesota Federal Employer ldenti- , 1997 fication No. 41-6007162 X X X 372092.2 1 0 1 2 3 4 5 6 7 8 9 10 il 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 l6 67 :8 9 /' ° q� -1s 4 y 7. Execution The Nate shall be executed on behalf the City by the signatures of its Mayor, Clerk, and Director, Office of Financial Services, each with the effect noted on the form of the Note, and be sealed with the seal of the City. In the event of disability or resignation or other absence of any such officer, the Note may be signed by the manual signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature shall appear on the Note sha11 cease to be such officer before the delivery the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. of of 8. Delivery: Application of Proceeds. The Note when so prepared and executed shall be delivered by the Director, Office of Financial Services, to the purchaser thereof prior to disbursements pursuant to the Project Loan Agreement, and the purchaser shall not be obliged to see to the proper application thereof. 9. Fund and Accounts. There has heretofore been created (as provided in the General Resolution) a separate fund of the City designated the "Sewer Service Enterprise Fund" ithe "Fund"}. The Fund shall be maintained in the manner specified in the General Resolution and herein until the Bonds, and interest thereon, have been fully paid, and as specified herein until the Note and interest thereon have been £ully paid. There shall be maintained in the Fund, in addition to the Construction Account, Operation and Maintenance Account, Revenue Bond Debt Service Account, Reserve Account, Excess Investment Earnings Account and 1993 Refunding Escrow Account heretofore established with respect to the Bonds, the following two S2) separate accounts which have heretofore been established by the resolution authorizing the issuance of the 1993 Note, to which shall be credited and debited all income and disbursements of the Fund relating to the 1493 Note, 1994 Note, 1995 Note, 1996 Note and Note as hereinafter set forth. The Treasurer and all municipal officials and employees concerned therewith shall establish and maintain financial records of the receipts and disbursements of the Sewer System in accordance with this resolution, in such records there shall be maintained accounts of the Fund for the purposes and in the amounts as follaws: a. A"PFA Construction Account", to which shall be credited all proceeds received from the sale of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and Note. The 1993 Note, 1994 Note, 1995 Note, 1996 Nate and Note shall be the only sources of moneys credited to the PFA Construction Account. It is recoqnized that the sale proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and I3ote are 372092.2 ii 1 2 3 4 5 6 � 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 �. � r � � -Lsyy received in reimbursement for costs e�cpended on the Project and the projects funded by the 1993 Note, 1994 Note, 1995 Note and 1996 Note or in direct payment of such costs, and that accordingly the moneys need not be placed in the PFA Construction Account upon receipt but may be applied immediately to reimburse the source from which the e�cpenditure was made. The moneys in the PFA Construction Account shall be used solely for the purpose of paying for the cost of constructing the Project and the projects funded by the 1993 Note, 1994 Nate, 1995 Note and 1996 Note, including a11 costs enumerated in Minnesota Statutes, Section 475.55, provided that such moneys shall only be expended for costs and expenses which are permitted under the Project Loan Agreement or the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note and 1996 Note, as applicable. The PFA prohibits the use of proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and Note to reimburse costs initially paid from proceeds of other obligations of the City, such as the Bonds. Upon completion of the Project and the projects financed by the 1993 Note, 1994 Note, 1995 Note and 1996 Note and the payment of the costs thereof, any surplus shall be transferred to the PFA Debt Service Account. b. A"PFA Debt Service Account", to which shall be irrevocably appropriated, pledged and credited: (1) Revenues (as defined in the General Resolution, and as provided in Section 4.03(A) Sixth thereof) in an amount sufficient, with other moneys, to pay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 NoCe, 1996 Note and Note when due; (2) all collections of taxes which may hereafter be levied for the gayment of the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note or Note; (3) the proceeds of any grant which by the terms of the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note and 1996 Note is required to be applied to reduction or repayment of the 1993 Note, 1994 Note, 1995 Note or 1996 Note; t4) all investment earnings on moneys held in the PFA Debt Service AccounC; i5) any amounts transferred from the PFA Construction Account; and (6) any other moneys which are properly available and are appropriated by the City Council to the PFA Debt Service Account. The moneys in said account shall be used only to pay or prepay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note and Note and an�r other general obligation bonds hereafter issued and made payable from said account, and to pay any rebate due to the United States with respect to the PFA Bonds in connection with the Note. 372092.2 ia 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 4$ 49 i0 4� - �s �ty c. Excess Revenues may be used for any proper purpose to the extent provided in the General Resolution. The City shall observe this resolution and of Agreement with regard the covenants of paragraphs 16 and 17 of sections 13 and 17 of the Project Loan to the Fund. 10. Coverage Test: Pledge of Revenues: Excess Revenues; Parity Bonds. It is hereby found, determined and declared that the Revenues of the Sewer System are sufficient in amount, when used in the order provided in the General Resolution, to pay when due one hundred five percent (165s) of the principal of and interest on the Note, and the Revenues of the Sewer System are hereby pledged for the payment of the Note, but solely to the extent required to meet, with other pledged sources, one hundred five percent (lOSg) of the principal and interest requirements of the Note as the same become due. Excess Revenues may be used for any proper purpose as provided in the General Resolution. Nothing contained herein shall be deemed to preclude the City from making further pledges and appropriations of the Revenues of the Sewer System for the payment of other or additional obligations of the City, provided that it has first been determined by the City Council Chat estimated Revenues of the Sewer System will be sufficient, in addition to all other sources, for the payment of the Note and such additional obligations, and any such pledge and appropriation of the Revenues may be made superior or subordinate to, or on a parity with, the pledge and appropriation herein. The Note is issued pursuant to Minnesota Statutes, Section 115.46, and nothing herein shall preclude the City from levying taxes for the payment of the Note. Revenues are hereby pledged to the payment of the Note. The lien on Revenues securing the Note is hereby expressly made a lien on Revenues junior and subsequent to the lien of the General Resolution as it applies to the Bonds tas therein defined), a11 as provided in Section 6.01(A) of the General Resolution. The Note shall be paid from the Operation and N3aintenance Account of the Sewer Service Enterprise Eund as provided in Section 4.03(A) Sixth of the General Resolution, and for this purpose it is hereby found, determined and declared that the Note finances Improvements (as defined in the General Resolution). As provided in paragraph 10 of each of the resolutions authorizing issuance of the 1993 Note, 1994 Note, 1995 Note and 1996 Note, it is hereby found, determined and declared that estimated revenues of the Sewer System will be sufficient, in addition to all other sources, for the payment of the 1993 Note, 372042.2 13 q� - ts yy 1994 Note, 1995 Note, 1996 Note and Note. The pledge and appropriation of the Revenues to the payment of the Note shall be on a parity with the pledge and appropriation to the payment of the 1993 Note, 1994 Note, 1995 Note and 1996 Note. 11. Pledqe to Produce Revenues. In accordance with Minnesota Statutes, Section 116.19, the City hereby covenants and agrees with the holder of the Note that it will impose and collect charges for the service, use and availability of and connection to the Sewer System at the times and in the amounts required to produce Revenues adequate to pay all princigal and interest when due on the Note. Nothing herein shall preclude the City from levying taxes for the payment of the Note as permitted by Minnesota Statutes, Section 115.46. 12. General Obliaation Pledae. The full faith, credit and taxing powers of the City shall be, and are hereby, irrevocably pledged for the prompt and full payment of the principal and interest on the Note as the same respectively become due. If the Revenues of the Sewer System appropriated and pledged to the payment of principal and interest on the Note, together with other funds irrevocably appropriated to Che PFA Debt Service Account referred to in paragraph 9 of this resolution, shall at any time be insufficient to pay such principal and interest when due, the City covenants and agrees to levy, without limitation as to rate or amount, an ad valorem tax upon a11 taxable property in the City sufficient to pay such principal and interest as they become due. If the balance in the PFA Debt Service Account is ever insufficient to pa�r all principal and interest then due on the Note and any other obligations payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed, with or without interest, from the PFA Debt Service ACCOUnt when a sufficient balance is available therein. 13. Certificate of Reqistration. The Director, Office of Financial Services, is hereby directed to file a certified copy of this resolution with the officer of Ramsey County, Minnesota, performing the functions of the county auditor (the "County Auditor"), together with such other informatian as the County Auditor shall require, and to obtain the County Auditor's certificate that the Note has been entered in the County Auditor's Bond Register. 14. Project Loan Agreement. The Project Loan Agreement is hereby approved in substantially the form heretofore presented to the City Council, and in the form executed is hereby incorporated by reference and made a part of this resolution. Each and all of the provisions of this resolution relating to the 372os2.2 14 q� -is�ty 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 38 39 40 41 42 43 44 �5 66 7 Note are intended to be consistent with the provisions of the Project Loan Agreement, and to the extent that any provision in the Project Loan Agreement is in conflict with this resolution as it relates to the Note, that provision shall control and this resolution shall be deemed accordingly modified. The Mayar and Director, Office of Financial Services, are hereby authorized and directed to execute the Project Loan Agreement. The execution of the Project Loan Agreement by the appropriate officers shall be conclusive evidence of the approval of the Project Loan Agreement in accordance with the terms hereof. The Projeat Loan Agreement may be attached to the Note, and shall be attached to the I3ote if the holder of the Note is any person other than the PFA. 15. Records and Certificates The officers of the City are hereby authorized and directed to prepare and furnish to the PFA, and to the attorneys approving the legality of the issuance of the Note, certified copies of all proceedings and records of the City relating to the Note and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as ta the facts recited therein. 16. Neqative Covenants as to IIse of Proceeds and Project. The City hereby covenants not to use the proceeds of the Note or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangement for the cost of the Project, in such a manner as to cause the PFA Bonds to be "private acCivity bonds" within the meaning of Sections 103 and 141 through 150 of the federal internal Revenue Code of 198&, as amended (the "Code"?. The City reasonably expects that it will take no actions over the term of the Note that would cause the PFA Bonds to be private activity bonds, and the average term of the Note is not longer than reasonably necessary for its governmental purpose. 17. Tax-Exempt Status of the PFA Bonds; Rebate. The City with respect to the Note shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the PFA Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the PFA Bonds, and (3) the rebate o£ excess investment earnings to the United States. The City covenants and agrees with the PFA and holders of the Note that the investments of proceeds of the Note, 372092.2 15 __ _ . 9� - ts y �{ including the investment of any revenues pledged to the Note which are considered gross proceeds of the PFA Bonds under the applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the PFA Bonds shall not be arbitrage bonds within the meaning of Section 148 of the Code and an�r regulations thereunder. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the City hereby certifies that it is not expected that the proceeds of the Note will be used in such manner as to cause the PFA Sonds to be arbitrage bonds under Section 148 of the Code and any regulations thereunder. The Mayor, Clerk, Director, Office of Financial Services, and Treasurer shall furnish a certificate to the PFA embracing or based on the foregoing certification at the time of delivery of the Note to the PFA. The proceeds of the Note will likewise be used in such manner that the Note is not a private activity bond under Section 103(b) of the Code. 18. No Designation of Oualified Tax-Exempt Obligation. The Note, as a taxable obligation, may not be qualified as a "qualified tax-exempt obligation" within the meaning of Section 265(b?(3? of the Code, and hence is not designated for sueh purpose. 19. Resolutions Supplemented. The General Resolution and the resolutions authorizing the issuance of the 1993 Note, 1994 Note, 1995 Note and 1996 Note are hereby supplemented to the extent necessary to give effect to the provisions of paragraph 9 of this resolution. 20. Consent to Representation. The City hereby consents to the representation by Briggs and Morgan, Professional Association, which is acting as the City's bond counsel with respect to the Note, of the PFA with respect to the PFA Bonds and the Note as the P�A's bond counsel pursuant to a special attorney appointment by the Attorney General of the State of Minnesota. 21. Severabilitv. 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, paragraph or provision shall not affect any of the remaining provisions of this resolution. s�zoffz.z 1 6 9�-�s��t 1 22. Headinas. Headings in this resolution are 2 included for convenience of reference only and are not a part 3 hereof, and shall not limit or define the meaning of any 4 provision hereof. Requested by Departme�t ot: Office of Pinancial Services �•t:: - 1 � �pted by Council: Date �•-�- �-�- ��`� Form App� ed by City Attorney �. r � . ��--� ption ertified by Council Secreia� By: ` ,� �0`2 .- 1 /- �7 oved by Mayor. Date � ti� Z�`� �' Approved y Ma l ��yqrtsub ' si uncif . Q 4 '�B� 17 GREEN SHEET Martha Kantorowicz, 266-8836 22. 1997 Forz TOTAL # OF SIGNATURE PAGES 7 ov�xi�r o�tECroie °t'1 1s4y No 60934 InMaUDate rnrcou+cR � art�non�v � ancu�uc _ ❑ wwiou.amxceeao� � ra�wc+wmm�crc �wwrtl��MTI � �� ❑ (CI.VP ALL LOCATIONS FOR S1G4JATURE) This resolution accepts the offer of the Minnesota Public Facilities AuthoriCy (PFA) to purchase a$3,100,000 General Obl�gation Sewer Revenue Note, pro� and authorize execution of a project loan agreement. DEG � 21997 o. PLANNING CAh{MISSION CIB COMMITTEE - CIVIL SERVICE COMMISSION Nas fhis Pe�son/frm ever w�wked:untler a conVact forihis de'ParlmenC! YES NO Has this persoNfirm ever been a city empbyee7 , YES NO Dces this P�s�rtn W�s a sltlll not nwmallYP� bY any arreM ciry emWq'ee7 YES NO Is this I��rm e targeted vendoR YES NO I I IH IrvU YKVtlLt I�JUt. V['YVK I I I r �v rv i rv��e, rn p oan app ication or ", , 0 to t e PFA has been approved by the State. The proceduxe to follow is for the City to issue'a general obligation note to Che State for that amount. The loan is interest free until February 20, 1993, and after that clate bears interest at a rate of 3.257 per annum. The installments are for 20 years, 1999 through 2019. � The�City�receives a loan from the 3tate which is interest free for slightly over one year and then bears interest at a rate of 3.25�, which is well below market rates. The loan carries a G.O. pledge, but will be repaid by the sewer service fund. None The City loses the opporYunity to borrow funds from the State at a low rate, to support the Public Works inflow and infiltration program. �� Ti� SOURCE COST/REVENUE BUDfiEfED (CIRCLE ON� �crmn NuweErc YES NO INFORMATION (IXPWf� i _'. '_ r- ' , , h Counci� Fi�e # Rrl — (�4�{.._ Green Sheet # �i O 93 � /.S OF Presented By Referred To L, MINNESOTA Committee: Date ACCEPTING THE OFFER OF THE MINNESOTA PUBLIC FACILITIES AUTHORITY TO PURCHASE A $3,100,000 GENERAL OBLIGATION SEWER REVEI3IIE NOTE OF 1997, PROVIDING FOR ITS ISSUANCE, AND AUTHORIZING EXECUTION OF A PROJECT LOAN AGREEMENT 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 A. WHEREAS, the City Council of the City of Saint Pau1, Minnesota (the ��City��), has heretofore applied for a loan from the Minnesota Public Facilities Authority (the "PFA") to provide financing pursuant to its charter and Minnesota Statutes, Chapter 475 and Sections 116.19 and 115.46, for the construction of improvements to the City's wastewater treatment facilities, including sewer inflow and infiltration elimination (the ��Project"); and B. WHEREAS, the PFA is authorized pursuant to Minnesota Statutes, Chapter 446A, as amended, to issue its bonds (the "PFA Bonds'�) and to use the proceeds thereof, together with certain other funds, to provide loans to municipalities to fund eligible costs of construction of publicly owned wastewater treatment facilities in acCOrdance with Title VI of the federal Clean Water Act; and C. WHEREAS, the CiCy has applied for a loan from the PFA pursuant to such program, and the PFA has committed to make a loan to the City in the principal amount of $3,100,000, to be disbursed and repaid in accordance with the terms of a Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement iWith Bond Proceeds) (the "Project Loan Agreement") executed by the PFA and City, a copy of which is before this meeting and on file with the Clerk; and the Project Loan Agreement, as executed, is incorporated by reference; and 372092.2 �; �- �,�. �,,� � �; �t�i-ls 4`1 D. WHEREAS, the $3,100,000 General Obligation Sewer Revenue Note of 1997 (the "Note") of the City is not tax-exempt, but the City will need to assure the tax-exemption of the PFA Bonds; and 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 E. WAEREAS, in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(4), the City is authorized to issue obligations to a board, department or agency of the State of Minnesota by negotiation and without advertisement for bids and the PFA is, and has represented that it is, a board, department or agency of the State of Minnesota; and F. WHEREAS, gross revenues (the "Revenues" as defined in the City's Resolution No. 88-835, adopted May 24, 1958, being referred to herein as the "General Resolution") of the City's storm and sanitary sewer systems, including all piping, pumps, valves, maintenance equipment and buildings, improvements and real and personal property used in connection therewith, and all funds, accounts, contract rights, permits, authorization, approach and intangibles related thereto (the "Sewer System"), have been pledged to the payment of the City's Sewer Revenue Bonds, Series 1988A, and Sewer Revenue Refunding Bonds, Series 1993 (the "Sonds"), and under the General Resolution the pledge of Revenues to the payment of the Note is required to be junior and subordinated to the pledge to the Bonds; and G. WHEREAS, the City has heretofore issued to the PFA its General Obligation Sewer Revenue Note of 1993 (the "1993 Note"), General Obligation Sewer Revenue Note of 1994 (the "1994 Note"), General Obliqation Sewer Revenue Note of 1995 (the "1995 Note") and General Obligation Sewer Revenue Note of 1996 (the "1996 Note"), and under the resolutions authorizing the issuance of the 1493 Note, 1994 Note, 1995 Note and 1996 Note the pledge of Revenues to the payment of the Note may be on a parity of lien with the pledge to the 1993 Note, 1994 Note, 1995 Note and 1996 Note; and H. WHEREAS, a contract or contracts for the Pro}ect have been made by the City with the approval of the PFA and all other state and federal agencies of which approval is required: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Ramsey County, Minnesota, as follows: 1. Acceptance of Offer: Payment. to purchase a$3,100,000 General Obligation 1997 of the City (the "Note"), at the rates after set forth, and to pay therefor the su provided below, is hereby accepted, and the hereby awarded to the PFA. Payment for the disbursed in installments as eligible costs 372092.2 The offer of the PFA Sewer Revenue Note of of interest herein- m of $3,100,000 as sale o£ the Note is Note sha11 be of the Project are -, _ .� �t 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 3� 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 Date reimbursed or paid, all as provided in the Project Loan Agreement. q� -\54y 2. Title; Date; Denomination; Interest Rates; Maturities. The Note shall be a fully registered negotiable obligation, shall be titled the "General Obligation Sewer Revenue Note of 1997", shall be dated as of the date of delivery and shall be issued forthwith. The Note shall be in the principal amount of $3,100,000, or so much thereof as shall be disbursed pursuant to the Project Loan Agreement, shall bear no interest until February 20, 1499, and from and after February 24, 1999, shall bear interest on so much of the principal amount of the Note as ii) may be disbursed from time to time as provided in the Project Loan Agreement and (ii) remains unpaid, from February 20, 1999, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount of the Note has been paid or has been provided for, at the rate of three and twenty-five hundredths percent (3.25g) per annum (calculated on the basis of a 360-day year of twelve 30-day months), payable semiannually on each February 20 and August 20, commencing August 20, 1999, and shall mature on the dates and in the installments as follows: Date August 20, 1999 February 20, 2000 August 20, 2000 February 20, 2001 August 20, 2001 February 20, 2002 August 20, 2002 February 20, 2003 August 20, 2003 February 20, 2004 August 20, 2�a4 February 20, 2005 August 20, 2005 February 20, 2006 August 20, 2006 February 20, 2007 August 20, 2007 February 20, 2008 August 20, 2008 February 20, 2009 Amount $55,628. 56,532. 57,451. 58,384. 59,333. 60,297. 61,277. 62,273. 63,285. 64,313. 65,358. 66,420. b7,500. 68,597. 69,711. 70,844. 71,995. 73,165. 74,354. 75,562. 64 61 26 84 60 77 61 37 31 70 79 $7 21 09 79 61 84 77 71 98 Amount August 20, 2009 February 20, 2010 August 20, 2010 February 20, 2011 August 20, 2�11 February 20, 2012 August 20, 2012 February 20, 2013 August 20, 2013 February 20, 2014 August 2�, 2014 February 20, 2015 August 20, 2015 February 20, 2016 August 20, 2016 February 20, 2017 August 2Q, 2017 February 20, 2018 August 20, 2018 February 20, 2019 In the absence of a prepayment the full principal amount of the Note is February 20, 1999, payments based on the $106,003.64 each six (6) months, except $76,790.87 78,038.73 79,306.86 80,595.59 81,905.27 83,236.23 84,588.82 85,963.39 87,360.29 88,779.90 90,222.57 91,688.69 93,178.63 94,692.78 96,231.54 97,795.30 99,384.48 100,999.47 102,640.72 104,308.50 or reamortization, if disbursed before above 5chedule will be for a final payment of 372092.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 �; -- ; �- � � � r .. ,� � °t�-�syy $106,003.51, all as set forth on Exhibit A to the Project Loan Agreement. Interest sha11 accrue only on the aggregate amount of the Note which has been disbursed and is unpaid under the Project Loan Agreement. The principal installments shall be paid in the amounts scheduled above even if at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of the Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid principal installment in the proportion that such installment bears to the total of all ungaid principal installments (i.e., the remaining principal payment schedule shall be reamortized to provide similarly level semiannual installments of total debt service payments). Principal, interest and any premium due under the Note will be paid on each payment date by wire payment, or by check or draft mailed the last business day prior to the payment date to the person in whose name the Note is registered, in any coin or currenay of the United States which at the time of payment is legal tender for public and private debts. Interest on the Note includes amounts treated by the PFA as service fees. 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 3. Pur�ose: Cost. The proceeds of the Note sha11 provide funds to finance construction of the Project. The Note is issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. The total cost of the construction of the Project, including legal and other professional charges, publication and printing costs, interest accruing on money borrowed for the Pro}ect before the collection of Revenues pledged and appropriated therefor, and all other costs necessarily incurred and to be incurred from the inception to the completion of the Project, is estimated to be at least equal to the amount of the I3ote. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 4. Redemption. The Note sha11 be subject to redemption and prepayment in whole or in part at the option of the City or mandatorily as provided in the Project Loan Agreement. If redemption is in part, installments of principal payable last under the Note shall be prepaid first, unless the City and the holder of the Note agree to a differenC result. 5. Registration of Note. At the time of issuance and delivery of the Note, the Treasurer of the City shall register 372092.2 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 „ q� • �s�� the Note in the name of the payee in a note register which she and her successors in office shall maintain for the purpose of registering the ownership of the I3ote. The Note shall be prepared for execution with an appropriate text and spaces for notation of registration. The force and effect of such regis- tration shall be as stated in the form of Note hereinafter set forth. Payment of principal installments and interest, whether upon redemption or otherwise, made with respect to the Note, may be made to the registered holder thereof or to his, her or its legal representative, without presentation or surrender of the Note. 6. Fornt of Note. The Note, together with the Certificate of Registration attached thereto, shall be in substantially the following form: 372092.2 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 3� 31 32 33 � j � �i ' , UNITED STATSS OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL $3,1Q0,000 GfiNERAL OBLIGATION SEWER REVENUE NOTE OF 1997 q� _�s�y KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota {the "City��), certifies that it is indebted and for value received gromises to pay to the Minnesota Public Facilities Authority or the registered assign, the principal sum of THREE MILLION ONE HUNDRED THOUSAND DOLLARS, or so much thereof as may have been disbursed, on the dates and in the installments as follows: Date August 20, 1999 February 20, 2�� August 20, 2000 February 20, 2001 August 20, 2601 February 20, 2002 August 20, 2002 February 20, 2003 August 20, 2003 February 20, 2004 August 20, 2004 February 20, 2005 August 20, 2005 February 20, 2006 August 20, 2006 February 20, 2007 August 20, 2007 February 20, 2008 August 20, 2008 February 20, 2009 Amount $55,628 56,532 57,451 58,384 59,333 60,297 61,277 62,273 63,285 64,313 65,358 66,420 67,500 68,597 69,711 70,844 71,995 73,165 74,354 75,562 64 61 26 84 64 77 61 37 31 70 79 87 21 09 79 61 84 77 71 98 ate August 20, 2009 Eebruary 20, 2010 August 20, 2010 February 20, 2011 August 20, 2011 February 20, 2012 August 20, 2012 February 20, 2013 August 20, 2013 February 20, 2014 August 2�, 2014 February 20, 2015 August 20, 2015 February 20, 2016 August 20, 2016 February 20, 2017 August 20, 2017 February 20, 2018 August 20, 2018 February 20, 2019 Amount $76,790.87 ?8,038.73 79,306.86 80,595.59 81,905.2? 83,236.23 84,588.82 85,963.39 87,360.29 88,779.90 9�,222.57 91,688.69 93,178.63 94,692.78 96,231.54 97,795.30 99,384.48 100,999.47 102,640.72 104,308.50 and to pay interest on so much of the principal amount of the debt as (i) may be disbursed from time to time as provided in the Project Loan Agreement (as defined.below) and (ii) remains unpaid, from February 2�, 1999, for disbursements made on or prior to that date or from the date of each later disbursement until the principal amount hereof is paid or has been provided for, at the rate of zero percent (0.0%) per annum from the date hereof until February 2�, 1999, and from and after February 20, 1999, at the rate of three and twenty-five hundredths percent (3.250) per annum (calculated on the basis of a 360-day year of 372092.2 1 2 3 4 S 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 -. ,- i"'. , � r . _.: - _ a^-�S�y twelve 30-day months), payable semiannually on each February 20 and August 20, commencing August 20, 1999. Principal and Interest Payments. Interest shall accrue only on the aggregate amount of this Note which has been disbursed under the Public Facilities Authority Project Loan Agreement and General Obligation Revenue Bond Purchase Agreement (With Bond Proceeds) dated as of November , 1997, by and between the City and the Minnesota Public Facilities Authority (the "Project Loan Agreement"). The principal installments shall be paid in the amounts scheduled above even if at the time of payment the full principal amount of the Note has not been disbursed; provided that if the full principal amount of this Note is never disbursed, the amount of the principal not disbursed shall be applied to reduce each unpaid principal installment in the proportion that such installment bears to the total of all unpaid principal installments fi.e., the remaining principal payment schedule shall be reamortized to provide similarly level semiannual installments of total debt service payments). Interest on this Note includes amounts treaeed by the Minnesota Public Facilities Authority as service fees, Principal, interesC and any premium due under this Note will be paid on each paymenC date by wire payment, or by check or draft mailed the last business day prior to the payment date to the person in whose name this Note is registered, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. Redemption. This Note is subject to redemption and prepayment in whole or in part at the option of the City or mandatorily as provided in the Project Loan Agreement. If redemption is in part, installments of principal payable last under this Note shall be prepaid first, unless the City and the holder of this Note agree to a different result. Puroose; General Obliqation, This Note has been issued pursuant to and in full conformity with Che Constitution and laws of Che State of Minnesota for the purpose of providing money to finance the construction of improvements to the City's wastewater treatment facilities in the City, including sewer inflow and infiltration elimination, and is payable out of the PFA Debt Service Account of the Sewer Service Enterprise Fund of the City, to which account have been pledged gross revenues of the City's sewer system. This Note has been issued to aid in financing a sewage disposal system or part thereof pursuant to Minnesota Statutes, Section 115.46. This Note constitutes a general obligation of the City, and to provide moneys for the prompt and full payment of said principal installments and interest when the same become due, the fu11 faith, credit and taxing powers of the City have been and are hereby irrevocably pledged. 372092.2 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 a� -tsyy Reaistration; Transfer. This Note shall be registered in the name of the payee on the books of the City by presenting this Note for registration to the City's Treasurer, who will endorse his or her name and note the date of registration opposite the name of the payee in the certificate of registration attached hereto. Thereafter this Note may be transferred to a bona fide purchaser only by delivery with an assignment duly executed by the registered awner or his, her or its legal representative, and the City may treat the registered owner as the person exclusively entitled to exercise all the rights and powers of an owner until this Note is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the City's Treasurer. Fees Upon Transfer or Loss. The Treasurer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer of this Note and any legal or unusual costs regarding transfers and lost notes. Project Loan Aqreement. The terms and conditions of the Project Loan Agreement are incorporated herein by reference and made a part hereof. The Project Loan Agreement may be attached to this Note, and shall be attached to this Note if the holder of this Note is any person other than the Minnesota Public Facilities Authority. Taxable Obliqation. The City intends that none of the interest on this Note will be excluded from gross income for United States income tax purposes or from both gross income and taxable net income for State of Minnesota income tax purposes. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the charter of the City to be done, to happen and to be perfarmed, precedent to and in the issuance of this Note, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; that the City has covenanted and agreed with the holder of this Note that it wi11 impose and collect charges for the service, use and availability of and aonnection to its municipal sewer system at the times and in amounts neaessary to produce gross revenues adequate to pay all principal and interest when due on this Note; that the City will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property in the City, without limitation as to rate or amount, for the years and in amounts sufficient to pay the installments of principal and interest on this Note as they respectively become due, if the gross revenues 372092.2 8 9'�-ts�y from said municipal sewer system and any other revenues irrevocably appropriated to said PFA Debt Service Account are insufficient therefor; and that this Note, together with all other debts of the City outstanding on the date hereof, being the date of its actual issuance and delivery, does not exceed any constitutional or statutory or charter limitation of indebtedness. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 IN WITNESS WHER£OF, the City of Saint Paul, Ramsey Count�, Minnesota, by its City Council has caused this Note to be executed on its behalf by the signature of its Mayor, attested by the signature of its Clerk, and countersigned by the signature of its Director, Office of Financial Services, and the corporate seal of the City to be affixed hereto, a11 as of _, 1497. CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA X X X Mayor Atte5t: X X X Clerk Countersigned: Director, Office af Financial Services (SEAL) General Obligation Sewer Revenue Note of 1997. 372092.2 q��s�t�l CERTIFICATE OF REGISTRATION The transfer of ownership of the princigal amount of the attached Note may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF SIGNATURE OF REGISTRATION REGISTEREB OWNER CITY TREASTTRER Minnesota PubliC Facilities Authority Saint Paul, Minnesota Federal Employer ldenti- , 1997 fication No. 41-6007162 X X X 372092.2 1 0 1 2 3 4 5 6 7 8 9 10 il 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 l6 67 :8 9 /' ° q� -1s 4 y 7. Execution The Nate shall be executed on behalf the City by the signatures of its Mayor, Clerk, and Director, Office of Financial Services, each with the effect noted on the form of the Note, and be sealed with the seal of the City. In the event of disability or resignation or other absence of any such officer, the Note may be signed by the manual signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature shall appear on the Note sha11 cease to be such officer before the delivery the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. of of 8. Delivery: Application of Proceeds. The Note when so prepared and executed shall be delivered by the Director, Office of Financial Services, to the purchaser thereof prior to disbursements pursuant to the Project Loan Agreement, and the purchaser shall not be obliged to see to the proper application thereof. 9. Fund and Accounts. There has heretofore been created (as provided in the General Resolution) a separate fund of the City designated the "Sewer Service Enterprise Fund" ithe "Fund"}. The Fund shall be maintained in the manner specified in the General Resolution and herein until the Bonds, and interest thereon, have been fully paid, and as specified herein until the Note and interest thereon have been £ully paid. There shall be maintained in the Fund, in addition to the Construction Account, Operation and Maintenance Account, Revenue Bond Debt Service Account, Reserve Account, Excess Investment Earnings Account and 1993 Refunding Escrow Account heretofore established with respect to the Bonds, the following two S2) separate accounts which have heretofore been established by the resolution authorizing the issuance of the 1993 Note, to which shall be credited and debited all income and disbursements of the Fund relating to the 1493 Note, 1994 Note, 1995 Note, 1996 Note and Note as hereinafter set forth. The Treasurer and all municipal officials and employees concerned therewith shall establish and maintain financial records of the receipts and disbursements of the Sewer System in accordance with this resolution, in such records there shall be maintained accounts of the Fund for the purposes and in the amounts as follaws: a. A"PFA Construction Account", to which shall be credited all proceeds received from the sale of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and Note. The 1993 Note, 1994 Note, 1995 Note, 1996 Nate and Note shall be the only sources of moneys credited to the PFA Construction Account. It is recoqnized that the sale proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and I3ote are 372092.2 ii 1 2 3 4 5 6 � 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 �. � r � � -Lsyy received in reimbursement for costs e�cpended on the Project and the projects funded by the 1993 Note, 1994 Note, 1995 Note and 1996 Note or in direct payment of such costs, and that accordingly the moneys need not be placed in the PFA Construction Account upon receipt but may be applied immediately to reimburse the source from which the e�cpenditure was made. The moneys in the PFA Construction Account shall be used solely for the purpose of paying for the cost of constructing the Project and the projects funded by the 1993 Note, 1994 Nate, 1995 Note and 1996 Note, including a11 costs enumerated in Minnesota Statutes, Section 475.55, provided that such moneys shall only be expended for costs and expenses which are permitted under the Project Loan Agreement or the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note and 1996 Note, as applicable. The PFA prohibits the use of proceeds of the 1993 Note, 1994 Note, 1995 Note, 1996 Note and Note to reimburse costs initially paid from proceeds of other obligations of the City, such as the Bonds. Upon completion of the Project and the projects financed by the 1993 Note, 1994 Note, 1995 Note and 1996 Note and the payment of the costs thereof, any surplus shall be transferred to the PFA Debt Service Account. b. A"PFA Debt Service Account", to which shall be irrevocably appropriated, pledged and credited: (1) Revenues (as defined in the General Resolution, and as provided in Section 4.03(A) Sixth thereof) in an amount sufficient, with other moneys, to pay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 NoCe, 1996 Note and Note when due; (2) all collections of taxes which may hereafter be levied for the gayment of the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note or Note; (3) the proceeds of any grant which by the terms of the Project Loan Agreements relating to the 1993 Note, 1994 Note, 1995 Note and 1996 Note is required to be applied to reduction or repayment of the 1993 Note, 1994 Note, 1995 Note or 1996 Note; t4) all investment earnings on moneys held in the PFA Debt Service AccounC; i5) any amounts transferred from the PFA Construction Account; and (6) any other moneys which are properly available and are appropriated by the City Council to the PFA Debt Service Account. The moneys in said account shall be used only to pay or prepay the principal of, and interest on, the 1993 Note, 1994 Note, 1995 Note, 1996 Note and Note and an�r other general obligation bonds hereafter issued and made payable from said account, and to pay any rebate due to the United States with respect to the PFA Bonds in connection with the Note. 372092.2 ia 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 4$ 49 i0 4� - �s �ty c. Excess Revenues may be used for any proper purpose to the extent provided in the General Resolution. The City shall observe this resolution and of Agreement with regard the covenants of paragraphs 16 and 17 of sections 13 and 17 of the Project Loan to the Fund. 10. Coverage Test: Pledge of Revenues: Excess Revenues; Parity Bonds. It is hereby found, determined and declared that the Revenues of the Sewer System are sufficient in amount, when used in the order provided in the General Resolution, to pay when due one hundred five percent (165s) of the principal of and interest on the Note, and the Revenues of the Sewer System are hereby pledged for the payment of the Note, but solely to the extent required to meet, with other pledged sources, one hundred five percent (lOSg) of the principal and interest requirements of the Note as the same become due. Excess Revenues may be used for any proper purpose as provided in the General Resolution. Nothing contained herein shall be deemed to preclude the City from making further pledges and appropriations of the Revenues of the Sewer System for the payment of other or additional obligations of the City, provided that it has first been determined by the City Council Chat estimated Revenues of the Sewer System will be sufficient, in addition to all other sources, for the payment of the Note and such additional obligations, and any such pledge and appropriation of the Revenues may be made superior or subordinate to, or on a parity with, the pledge and appropriation herein. The Note is issued pursuant to Minnesota Statutes, Section 115.46, and nothing herein shall preclude the City from levying taxes for the payment of the Note. Revenues are hereby pledged to the payment of the Note. The lien on Revenues securing the Note is hereby expressly made a lien on Revenues junior and subsequent to the lien of the General Resolution as it applies to the Bonds tas therein defined), a11 as provided in Section 6.01(A) of the General Resolution. The Note shall be paid from the Operation and N3aintenance Account of the Sewer Service Enterprise Eund as provided in Section 4.03(A) Sixth of the General Resolution, and for this purpose it is hereby found, determined and declared that the Note finances Improvements (as defined in the General Resolution). As provided in paragraph 10 of each of the resolutions authorizing issuance of the 1993 Note, 1994 Note, 1995 Note and 1996 Note, it is hereby found, determined and declared that estimated revenues of the Sewer System will be sufficient, in addition to all other sources, for the payment of the 1993 Note, 372042.2 13 q� - ts yy 1994 Note, 1995 Note, 1996 Note and Note. The pledge and appropriation of the Revenues to the payment of the Note shall be on a parity with the pledge and appropriation to the payment of the 1993 Note, 1994 Note, 1995 Note and 1996 Note. 11. Pledqe to Produce Revenues. In accordance with Minnesota Statutes, Section 116.19, the City hereby covenants and agrees with the holder of the Note that it will impose and collect charges for the service, use and availability of and connection to the Sewer System at the times and in the amounts required to produce Revenues adequate to pay all princigal and interest when due on the Note. Nothing herein shall preclude the City from levying taxes for the payment of the Note as permitted by Minnesota Statutes, Section 115.46. 12. General Obliaation Pledae. The full faith, credit and taxing powers of the City shall be, and are hereby, irrevocably pledged for the prompt and full payment of the principal and interest on the Note as the same respectively become due. If the Revenues of the Sewer System appropriated and pledged to the payment of principal and interest on the Note, together with other funds irrevocably appropriated to Che PFA Debt Service Account referred to in paragraph 9 of this resolution, shall at any time be insufficient to pay such principal and interest when due, the City covenants and agrees to levy, without limitation as to rate or amount, an ad valorem tax upon a11 taxable property in the City sufficient to pay such principal and interest as they become due. If the balance in the PFA Debt Service Account is ever insufficient to pa�r all principal and interest then due on the Note and any other obligations payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed, with or without interest, from the PFA Debt Service ACCOUnt when a sufficient balance is available therein. 13. Certificate of Reqistration. The Director, Office of Financial Services, is hereby directed to file a certified copy of this resolution with the officer of Ramsey County, Minnesota, performing the functions of the county auditor (the "County Auditor"), together with such other informatian as the County Auditor shall require, and to obtain the County Auditor's certificate that the Note has been entered in the County Auditor's Bond Register. 14. Project Loan Agreement. The Project Loan Agreement is hereby approved in substantially the form heretofore presented to the City Council, and in the form executed is hereby incorporated by reference and made a part of this resolution. Each and all of the provisions of this resolution relating to the 372os2.2 14 q� -is�ty 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 38 39 40 41 42 43 44 �5 66 7 Note are intended to be consistent with the provisions of the Project Loan Agreement, and to the extent that any provision in the Project Loan Agreement is in conflict with this resolution as it relates to the Note, that provision shall control and this resolution shall be deemed accordingly modified. The Mayar and Director, Office of Financial Services, are hereby authorized and directed to execute the Project Loan Agreement. The execution of the Project Loan Agreement by the appropriate officers shall be conclusive evidence of the approval of the Project Loan Agreement in accordance with the terms hereof. The Projeat Loan Agreement may be attached to the Note, and shall be attached to the I3ote if the holder of the Note is any person other than the PFA. 15. Records and Certificates The officers of the City are hereby authorized and directed to prepare and furnish to the PFA, and to the attorneys approving the legality of the issuance of the Note, certified copies of all proceedings and records of the City relating to the Note and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as ta the facts recited therein. 16. Neqative Covenants as to IIse of Proceeds and Project. The City hereby covenants not to use the proceeds of the Note or to use the Project, or to cause or permit them to be used, or to enter into any deferred payment arrangement for the cost of the Project, in such a manner as to cause the PFA Bonds to be "private acCivity bonds" within the meaning of Sections 103 and 141 through 150 of the federal internal Revenue Code of 198&, as amended (the "Code"?. The City reasonably expects that it will take no actions over the term of the Note that would cause the PFA Bonds to be private activity bonds, and the average term of the Note is not longer than reasonably necessary for its governmental purpose. 17. Tax-Exempt Status of the PFA Bonds; Rebate. The City with respect to the Note shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the PFA Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the PFA Bonds, and (3) the rebate o£ excess investment earnings to the United States. The City covenants and agrees with the PFA and holders of the Note that the investments of proceeds of the Note, 372092.2 15 __ _ . 9� - ts y �{ including the investment of any revenues pledged to the Note which are considered gross proceeds of the PFA Bonds under the applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the PFA Bonds shall not be arbitrage bonds within the meaning of Section 148 of the Code and an�r regulations thereunder. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the City hereby certifies that it is not expected that the proceeds of the Note will be used in such manner as to cause the PFA Sonds to be arbitrage bonds under Section 148 of the Code and any regulations thereunder. The Mayor, Clerk, Director, Office of Financial Services, and Treasurer shall furnish a certificate to the PFA embracing or based on the foregoing certification at the time of delivery of the Note to the PFA. The proceeds of the Note will likewise be used in such manner that the Note is not a private activity bond under Section 103(b) of the Code. 18. No Designation of Oualified Tax-Exempt Obligation. The Note, as a taxable obligation, may not be qualified as a "qualified tax-exempt obligation" within the meaning of Section 265(b?(3? of the Code, and hence is not designated for sueh purpose. 19. Resolutions Supplemented. The General Resolution and the resolutions authorizing the issuance of the 1993 Note, 1994 Note, 1995 Note and 1996 Note are hereby supplemented to the extent necessary to give effect to the provisions of paragraph 9 of this resolution. 20. Consent to Representation. The City hereby consents to the representation by Briggs and Morgan, Professional Association, which is acting as the City's bond counsel with respect to the Note, of the PFA with respect to the PFA Bonds and the Note as the P�A's bond counsel pursuant to a special attorney appointment by the Attorney General of the State of Minnesota. 21. Severabilitv. 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, paragraph or provision shall not affect any of the remaining provisions of this resolution. s�zoffz.z 1 6 9�-�s��t 1 22. Headinas. Headings in this resolution are 2 included for convenience of reference only and are not a part 3 hereof, and shall not limit or define the meaning of any 4 provision hereof. Requested by Departme�t ot: Office of Pinancial Services �•t:: - 1 � �pted by Council: Date �•-�- �-�- ��`� Form App� ed by City Attorney �. r � . ��--� ption ertified by Council Secreia� By: ` ,� �0`2 .- 1 /- �7 oved by Mayor. Date � ti� Z�`� �' Approved y Ma l ��yqrtsub ' si uncif . Q 4 '�B� 17 GREEN SHEET Martha Kantorowicz, 266-8836 22. 1997 Forz TOTAL # OF SIGNATURE PAGES 7 ov�xi�r o�tECroie °t'1 1s4y No 60934 InMaUDate rnrcou+cR � art�non�v � ancu�uc _ ❑ wwiou.amxceeao� � ra�wc+wmm�crc �wwrtl��MTI � �� ❑ (CI.VP ALL LOCATIONS FOR S1G4JATURE) This resolution accepts the offer of the Minnesota Public Facilities AuthoriCy (PFA) to purchase a$3,100,000 General Obl�gation Sewer Revenue Note, pro� and authorize execution of a project loan agreement. DEG � 21997 o. PLANNING CAh{MISSION CIB COMMITTEE - CIVIL SERVICE COMMISSION Nas fhis Pe�son/frm ever w�wked:untler a conVact forihis de'ParlmenC! YES NO Has this persoNfirm ever been a city empbyee7 , YES NO Dces this P�s�rtn W�s a sltlll not nwmallYP� bY any arreM ciry emWq'ee7 YES NO Is this I��rm e targeted vendoR YES NO I I IH IrvU YKVtlLt I�JUt. V['YVK I I I r �v rv i rv��e, rn p oan app ication or ", , 0 to t e PFA has been approved by the State. The proceduxe to follow is for the City to issue'a general obligation note to Che State for that amount. The loan is interest free until February 20, 1993, and after that clate bears interest at a rate of 3.257 per annum. The installments are for 20 years, 1999 through 2019. � The�City�receives a loan from the 3tate which is interest free for slightly over one year and then bears interest at a rate of 3.25�, which is well below market rates. The loan carries a G.O. pledge, but will be repaid by the sewer service fund. None The City loses the opporYunity to borrow funds from the State at a low rate, to support the Public Works inflow and infiltration program. �� Ti� SOURCE COST/REVENUE BUDfiEfED (CIRCLE ON� �crmn NuweErc YES NO INFORMATION (IXPWf�