97-719oR����!��_
a
Preserrted By
Referred To
Council File # 1� � 1 l l
� Mc ���" � GreenSheet# J��7��
�, �., ��
RESOLUTION
�F SAINT PAUL, MINNESOTA ���
Z/r///d
Committee: Dffie
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ACCEPTING PROPOSAL ON SALE OF
$7,000,000 WATER REVENUE REFUNDING
HONDS, SERIES 1997C, AND PROVIDING FOR
THEIR ISSUANCE
WHEREAS, the Director, Office of Financial Services,
has presented proposals received for the sale of $7,000,000 Wate
Revenue Refunding Bonds, Series 1997C (the "Bonds" or "1997
Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
WHEREAS, the proposals set forth on Schedule A attached
hereto were received pursuant to the Terms of Proposal at the
offices of Springsted Incorporated at 10:30 A.M., Central Time,
this same day; and
WHEREAS, the Director, Office of Finan,cial Serv�ces,
has advised this Council that the proposal of /�prqan K@�AU.fI
�„ ���� _� �, was found to be the most °
advantageous and"� has recommended that said proposal be accepted;
and
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WHEREAS, there are currently outstanding bonds of the
City payable from Net Revenues of the City�s Water Utility,
specifically the City's (a) $11,175,000 Water Revenue Bonds,
Series 1993E (the "1993 Bonds"), issued pursuant to a resolution
adopted by this Council on June 15, 1993, of which $7,790,000
remain outstanding, and (b) $10,000,000 Variable Rate Demand
Water Revenue Bonds, Series 1994D (the "1994 Bonds"), issued
pursuant to a resolution adopted by this Council on November 9,
1994, of which $9,600,000 remain outstanding; and
WHEREAS, it is necessary and desirable to provide for
the issuance of the Bonds on a parity of lien with the 1993
Bonds, to refund, in a current re£unding in advance of their
stated maturities, all outstanding 1994 Bonds (also the "Refunded
Bonds"); and
WHEREAS, the Refunded Bonds are optionally redeemable
at any time at a price of par plus accrued interest; and
WHEREAS, refunding the Refunded Bonds (the "Refunding")
is consistent with covenants made with the holders thereof, and
is necessary and desirable for the issuance of obligations
bearing a fixed rate of interest in the case of the 1994 Bonds
which bear interest at a rate varying periodically, in order to
avoid the uncertainty of variable rate debt service; and
WHEREAS, the proceeds of the Refunded Bonds financed
various improvements to the City's municipal water utility (the
"Water Utility"), which has since its acquisition in 1885 been
under the jurisdiction of the Board of Water Commissioners (the
"Board"); and
WHEREAS, the Board and this Council deem it necessary
and expedient to undertake the Refunding; and
WHEREAS, herein the City makes various findings
demonstrating the propriety of the issuance of the Bonds on a
parity with the 1993 Bonds; and
WHEREAS, in accordance with advice received from the
Board, this Council finds, determines and declares that it is
necessary and expedient to provide moneys to finance the
Refunding, continue a Reserve previously established, and provide
for the costs of the issuance of the Bonds from the proceeds of
bonds payable solely from the Net Revenues of the Water Util.ity;
and
WHEREAS, the City has heretofore issued registered
obliqations in certificated form, and incurs substantial costs
associated with their printing and issuance, and substantial
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continuing.transaction costs selating.to their payment, transfer .
and exchange; and
WHEREAS, the City has determined that significant
savings in transaction costs will result from issuing bonds in
"global book-entry form", by which bonds are issued in
certificated form in large denominations, registered on the books
of the City in the name of a depository or its nominee, and held
in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities
clearance and settlement system (the "National System") registers
transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes
payments on the bonds to its Participants shown on its books as
the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System
will do likewise (not as agents of the City) if not the
beneficial owners of the bonds; and
WHEREAS, "Participants" means those financial
institutions for whom the Depository effects book-entry transfers
and pledges of securities deposited and immobilized with the
Depository; and
WFIEREAS, The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of
New York, or any of its successors or successors to its functions
hereunder (the "Depository"), will act as such depository with
respect to the Bonds except as set forth below, and the City has
heretofore delivered a letter of representations (the "Letter of
Representations") setting forth various matters relating to the
Depository and its role with respect to the Bonds; and
WHEREAS, the City will deliver the Bonds in the form of
one certificate per maturity, each representing the entire
principal amount of the Bonds due on a particular maturity
(each a"Global Certificate"), which single certificate per
maturity may be transferred on the City's bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
date
for
WHEREAS, the City will be able to replace the
Depository or under certain circumstances to abandon the "global
book-entry form" by permitting the Global Certificates to be
exchanged for smaller denominations typical of ordinary bonds
registered on the City's bond register; and "Replacement Bonds'�
means the certificates representing the Bonds so authenticated
and delivered by the Bond Registrar pursuant to paragraphs 6 and
12 hereaf; and
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1 WHEREAS, "Holder" as used herein means the person in
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whose name a Bond is registered on the registration books of the
City maintained by the registrar appointed as provided in
paragraph 8 (the "Bond Registrar"); and
WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds, because the City has retained an independent
financial advisor and this Council has determined to sell the
Bonds by private negotiation, and the City has instead authorized
a competitive sale without publication of notice thereo£ as a
form of private negotiation; and
WHEREAS, Rule 15c2-12 of the Securities and Exchange
Commission prohibits "participating underwriters" from purchasing
or selling the Bonds unless the City undertakes to provide
certain continuing disclosure with respect to the Bonds; and
WHEREAS, proposals for
Springsted Incorporated pursuant
Terms of Proposal therein:
the Bonds have been solicited by
to an Official Statement and
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
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1. Acceptance of Proposal. The proposal of Morgan,
Keegan & Company, Inc. (the "PUrchaser"), to purchase $7,000,000
Water Revenue Refunding Bonds, Series 1997C, of the City (the
"BOnds" or "1997 Bonds'�, or individually a"Bond" or "1997
Bond"), in accordance with the Terms of Proposal for the bond
sale, at the rates of interest hereinafter set forth, and to pay
for the Bonds the sum of $6,984,775.00, plus interest accrued to
settlement, is hereby found, determined and declared to be the
most favorable proposal received and is hereby accepted, and the
Bonds are hereby awarded to the Purchaser. The Director, Office
of Rinancial Services, or his designee, is directed to retain the
deposit of the Purchaser and to forthwith return to the others
making proposals their good faith checks or drafts.
2. Title; Oriciinal Issue Date: Denominations;
Maturities. The Bonds shall be titled "Water Revenue Refunding
Sonds, Series 1997C", shall be dated July 1, 1997, as the date of
original issue and shall be issued forthwith on or after such
date as fully registered bonds. The Bonds shall be numbered from
R-1 upward. Global Certificates sha11 each be in the
denomination of the entire principal amount maturing on a single
date. Replacement Bonds, if issued as provided in paragraph 6,
shall be in the denomination of $5,000 each or in any integral
multiple thereof of a single maturity. The Bonds shall mature on
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multiple thereof of a single maturity. The Bonds shall mature on
December 1 in the years and amounts as follows:
Year
1998
1999
2000
2001
2002
2043
2004
2005
Amount
$730,000
800,000
420,000
225,000
315,000
660,000
690,000
640,000
Year
2006
2007
2008
2009
2010
2011
2012
Amount
$345,000
425,000
595,000
165,000
240,000
400,000
350,000
3. Purpose; Refunding Findincts. The Bonds (together
with other available funds appropriated) shall provide funds for
a current refunding of the Refunded Bonds (the "Refunding"). The
1994 Bonds were issued to finance improvements to the Water
Utility (the "Improvements"). The proceeds of the Bonds shall be
deposited and used as provided in paragraph 17. The total cost
of the Refunding, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. It is hereby found, determined
and declared that (1) the Refunding is pursuant to Minnesota
Statutes, Section 475.67, and (2) the Refunding is necessary or
desirable for the issuance of obligations bearing a fixed rate of
interest in the case of the 1994 Bonds, which bear interest at a
rate varying periodically.
4. Interest. The Bonds shall bear interest payable
semiannually on 3une 1 and December 1 of each year (each, an
"Interest Payment Date"), commencing December 1, 1997, calculated
on the basis of a 360-day year of twelve 30-day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturitv Year Interest Rate Maturitv Year Interest Rate
1998
1999
2000
2001
2002
2003
2004
20�5
4.75�
4.75
4.75
4.75
4.75
4.75
4.75
4.75
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2007
2008
2009
201�
2011
2012
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75%
80
90
00
OQ
00
00
5. DescriAtion of the Global Certificates and
Global Book-Entrv Svstem. Upon their original issuance the Bonds
will be issued in the form of a single Global Certificate for
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each maturity, deposited with the Depositosy by the Purchaser and
immobilized as provided in paragraph 6. No beneficial owners of
interests in the Bonds will receive certificates representing
their respective interests in the Bonds except as provided in
paragraph 6. Except as so provided, during the term of the
Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership} of interests in the Global Certificates
will be reflected by book entries made on the records of the
Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal of the Bonds, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Bond Registrar as paying agent, and in turn by the Bond Registrar
to the Depository or its nominee as registered owner of the
Global Certificates, and the Depository according to the laws and
rules governing it will receive and forward payments on behalf of
the bene£icial owners of the Global Certificates.
Payment of principal of, premium, if any, and interest
on a Global Certificate may in the City's discretion be made by
such other method of transferring funds as may be requested by
the Holder of a Global Certificate.
C=�
Pursuant to
the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original
delivery of the Bonds the Purchaser will deposit the Global
Certificates representing all of the Bonds with the Depository.
The Global Certificates shall be in typewritten form or otherwise
as acceptable to the Depository, shall be registered in the name
of the Depository or its nominee and shall be held immobilized
from circulation at the offices of the Depository on behalf of
the Purchaser and subsequent bondowners. The Depository or its
nominee will be the sole holder of record of the Global
Certificates and no investor or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is
to receive, hold or deliver any bond certificates so long as the
Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in
paragraph 12.
Certificates evidencing the Bonds may not after their
original delivery be transferred or exchanged except:
(i) Upon registration of transfer of ownership of a
Global Certificate, as provided in paragraph 12,
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(ii) To any successor of the Depository (or its
nominee) or any substitute depository (a "substitute
depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository
or any substitute depository must be both a"clearing
corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a
qualified and registered "clearing agency" as provided in
Section 17A of the Securities Exchange Act o£ 1934, as
amended,
(iii) To a substitute depository designated by and
acceptable to the City upon (a) the determination by the
Depository that the Bonds shall no longer be eligible for
its depository services or (b) a determination by the City
that the Depository is no longer able to carry out its
functions, provided that any substitute depository must be
qualified to act as such, as provided in clause (ii) of this
subparagraph, or
(iv) To those persons to whom transfer is requested
in written transfer instructions in the event that:
(a) the Depository shall resign or discontinue
its services for the Bonds and the City is unable to
locate a ssbstitute depository within two (2) months
following the resignation or determination of
non-eligibility, or
(b) upon a determination by the City in its sole
discretion (1) that the continuation of the book-entry
system described herein, which precludes the issuance
of certificates (other than Global Certificates) to any
Holder other than the Depository (or its nominee),
might adversely affect the interest of the beneficial
owners of the Bonds, or (2) that it is in the best
interest of the beneficial owners of the Bonds that
they be able to obtain certificated bonds,
in either of which events the City shall notify Holders of
its determination and of the availability of certificates
(the "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will
be conducted as provided in paragraphs 9B and 12 hereof.
In the event of a succession of the Depository as may
be authorized by this paragraph, the Bond Registrar upon
presentation of Global Certificates shall register their transfer
to the substitute or successor depository, and the substitute or
successor depository shall be treated as the Depository for all
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puxposes and functions under this
Representations shall not apply to
depository unless the City and the
depository so agree, and a simila
7. Redemption.
resolution. The Letter of
a substitute or successor
substitute or successor
r agreement may be entered into_
(a) Optional Redemption; Due Date. All Bonds maturing
after December 1, 2005, shall be subject to redemption and
prepayment at the option of the City on such date and on any day
thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of Che Bonds subject to prepayment.
If redemption is in part, those Bonds remaining unpaid may be
prepaid in such order of maturity and in such amount per maturity
as the City sha11 determine; and if only part of the Bonds having
a common maturity date are called for prepayment, the Global
Certificates may be prepaid in $5,000 increments of principal
and, if applicable, the specific Replacement Bonds to be prepaid
shall be chosen by lot by the Bond RegisCrar. 8onds or portions
thereof called for redemption shall be due and payable on the
redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
(b) Notation on Global Certificate. Upon a reduction in
the aggregate principal amount of a Global Certificate, the
Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so
redeemed, or may return the Global Certificate to the Bond
Registrar in exchange for a new Global Certificate authenticated
by the Bond Registrar, in proper principal amount. Such
notation, if made by the Holder, shall be for reference only, and
may not be relied upon by any other person as being in any way
determinative of the principal amount of such Global Certificate
outstanding, unless the Bond Registrar has signed the appropriate
column of the panel.
(c) Selection of Replacement Bonds. To effect a partial
redemption of Replacement Bonds having a common maturity date,
the Bond Registrar prior to giving notice of redemption shall
assign to each Replacement Bond having a common maturity date a
distinctive number for each $5,000 of the principal amount of
such Replacement Bond. The Bond Registrar shall then select by
lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Replacement
Bonds, as many numbers as, at $5,000 for each number, shall equal
the principal amount of such Replacement Bonds to be redeemed.
The Replacement Bonds to be redeemed shall be the Replacement
Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be
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redeemed as shall equal $5,000 £or each number assigned to it and
so selected.
(d) Partial Redemption of Replacement Bonds. If a
Replacement Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the City and Bond Registrar duly executed by the
Holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Replacement Bond, without service charge, a new Replacement Bond
or Bonds of the same series having the same stated maturity and
interest rate and of.any authorized denomination or
denominations, as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed
portion o£ the principal of the Bond so surrendered.
(e) Recruest for Redemption. The Bond Registrar shall call
Bonds for redemption and payment as herein provided upon receipt
by the Bond Registrar at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the
Bond Registrar is other than a City officer. Such request shall
specify the principal amount of Bonds to be called for redemption
and the redemption date.
(f) Notice. Mailed notice of redempti
the gaying agent (if other than a City office
affected Holder. If and when the City shall
Bonds for redemption and payment prior to the
thereof, the Bond Registrar shall give writte
of the City of its intention to redeem and pay suc
office of the Bond Registrar. Notice of redempti
given by first class mail, postage prepaid, maile
thirty (30) days prior to the redemption date, to
Bonds to be redeemed, at the address appearing in
Register. All notices of redemption shall state:
(i)
(ii)
The redemption date;
The redemption price;
be given
o each
of the
maturity
in the
h Bonds at
on shall be
d not less t
each Holder
the Bond
to
name
the
han
of
(iii) If less than all outstanding Bonds are to be
redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the Bonds
to be redeemed;
(iv) That on the redemption date, the redemption price
will become due and payable upon each such Bond, and that
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on shall
r) and t
call any
stated
n notice
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interest thereon shall cease to accrue from and after said
date; and
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(v) The place where such Bonds are to be surrendered
for payment of the redemption price (which shall be the
office of the Bond Registrar).
(g) Notice to Depositorv. Notices to The Depository Trust
Company or its nominee shall contain the CUSIP numbers of the
Bonds. If there are any Holders of the Bonds other than the
Depository or its nominee, the Bond Registrar shall use its best
efforts to deliver any such notice to the Depository on the
business day next preceding the date of mailing of such notice to
all other Holders.
8. Bond Reqistrar. First Trust National Association
in Saint Paul, Minnesota, is appointed to act as bond registrar
and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond
Registrar is duly appointed, all pursuant to any contract the
City and Bond Registrar shall execute which is consistent
herewith. A successor Bond Registrar shall be an officer of the
City or a bank or trust company eligible for designation as bond
registrar pursuant to Minnesota Statutes, Chapter 475, and may be
appointed pursuant to any contract the City and such successor
Bond Registrar shall execute which is consistent herewith. The
Bond Registrar shall also serve as paying agent unless and until
a successor paying agent is duly appointed. Principal and
interest on the Bonds shall be paid to the Holders (or record
holders) of the Bonds in the manner set forth in the forms of
Bond and paragraph 14 of this resolution.
9. Forms of Bond. The Bonds sha11 be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form o£ bond may
contain such additional or different terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
A. G1oba1 Certificates. The Global Certificates,
together with the Certificate of Registration, the Register of
Partial Payments, the form of Assignment and the registration
information thereon, shall be in substantially the £ollowing form
and may be typewritten rather than printed:
353732.3
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R-
INTEREST
RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
WATER REVENUE REFUI3DIATG
BOND, SERIES 1997C
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MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
December 1,
iiZiSilFe\:b:
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of registration below, or registered assigns, solely from the
source and in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on June 1 and December 1 of each year (each, an
"Interest Payment Date"), commencing December 1, 1997, at the
rate per annum specified above (calculated on the basis of a
360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from
the most recent Interest Payment Date to which interest has been
paid or, if no interest has been paid, from the date of original
issue hereof. The principal of and premium, if any, on this Bond
are payable in same-day funds by 2:30 p.m., Eastern time, upon
presentation and surrender hereof at the principal office of
in , Minnesota (the
"Bond Registrar"), acting as paying agent, or any successor
paying agent duly appointed by the Issuer; provided, however,
that upon a partial redemption of this Bond which results in the
stated amount hereof being reduced, the Holder may in its
discretion be paid without presentation of this Bond, which
payment shall be received no later than 2:30 p.m., Eastern time,
and may make a notation on the panel provided herein of such
redemption, stating the amount so redeemed, or may return the
Bond to the Bond Registrar in exchange for a new Bond in the
proper principal amount. Such notation, i£ made by the Holder,
shall be for reference only, and may not be relied upon by any
other person as being in any way determinative of the principal
July 1, 1997
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amount of this Bond outstanding, unless the Bond Registrar has
signed the appropriate column of the panel. Interest on this
Bond will be paid on each Interest Payment Date in same-day funds
by 2:30 p.m., Eastern time, to the person in whose name this Bond
is registered (the "Holder" or "BOndholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the
fifteenth day of the calendar month next preceding such Interest
Payment Date (the "Regular Record Date"). Interest payments
shall be received by the Iiolder no later than 2:30 p.m., Eastern
time; and principal and premium payments shall be received by the
Holder no later than 2:30 p.m., Eastern time, if the Bond is
surrendered for payment enough in advance to permit payment to be
made by such time. Any interest not so timely paid shall cease
to be payable to the person who is the Aolder hereof as of the
Regular Record Date, and shall be payable to the person who is
the Holder hereof at the olose of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money
becomes available for paymenC of the defaulted interest. Notice
of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America.
Date of Pavment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Bond sha11 be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Bond Registrar is located
are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redemption. All Bonds of this issue (the "Bonds")
maturing after December 1, 2005, are subject to redemption and
prepayment at the option of the Issuer on such date and on any
day therea£ter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining
unpaid may be prepaid in such order of maturity and in such
amount per maturity as the City shall determine; and if only part
of the Bonds having a common maturity date are called for
prepayment, this Bond may be prepaid in $5,000 increments of
principal. Bonds or portions thereof called for redemption shall
be due and payable on the redemption clate, and interest thereon
shall cease to accrue from and after the redemption date.
353732.3 �-2
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Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City offiaer)
and to each affected Holder of the Sonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than thirty (30)
days prior to the redemption date to each Aolder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
fteplacement or Notation of Bonds after Partial
Redemption. Upon a partial redemption of this Bond which results
in the stated amount hereof being reduced, the Holder may in its
discretion make a notation on the panel provided herein of such
redemption, stating the amount so redeemed. Such notation, if
made by the Holder, shall be for reference only, and may not be
relied upon by any other person as being in any way determinative
of the principal amount of the Bond outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
Otherwise, the Holder may surrender this Bond to the Bond
Registrar (with, if the Issuer or Bond Registrar so requires, a
written instrument of transfer in form satisfactory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in writing) and the Issuer
shal� execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without
service charge, a new Bond of the same series having the same
stated maturity and interest rate and of the authorized
denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance: Purpose; Special Obligation. This Bond is
one of an issue in the total principal amount of $7,000,000, all
of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota and Che
Charter of the Issuer, and pursuant to a resoluCion adopted by
the City Council of the Issuer on June 11, 1997 (the "Resolu-
tion"), for the gurpose of providing, together with certain other
moneys of the Issuer, funds sufficient for a current refunding of
the Issuer's outstandinq Variable Rate Demand Water Revenue
Bonds, Series 1994D. The Bonds and the interest thereon are
payable solely and exclusively from the Net Revenues of the Water
utility of the Issuer pledged to the payment thereof, and do not
constitute a debt of the Issuer or of the Saint Paul Board of
Water Commissioners within the meaning of any constitutional,
Charter or statutory limitation of indebtedness. In the event of
any default hereunder, the Holder of this Bond may exercise any
of the rights and privileges granted by the laws of the State of
353732.3 13
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1 Minnesota, subject to-the provisions of the Resolution. The
2 Bonds of this issue, together with the Water Revenue Bonds,
3 Series 1993E, issued in the principal amount of $11,175,000, are
4 a first and prior lien upon the Net Revenues of the Water Utility
5 of the Issuer, except that the Issuer is authorized under certain
6 conditions to issue additional revenue obligations on a parity of
7 lien with these Bonds, all as provided in the Resolution.
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Action by Holders. The Holders of twenty percent (20°s)
or more in aggregate principal amount of Bonds at any time
outstanding may, either at law or in equity, by suit, action, or
other proceedings, protect and enforce the rights of all Holders
of Bonds then outstanding, or enforce and compel the performance
o£ any and all of the covenants and duties specified in the
Resolution to be performed by the Issuer or the Board of Water
Commissioners or their officers and agents; provided, however,
that nothing shall affect or impair the right of any Bondholder
to enforce the payment of the principal of and interest on any
Bond at and after the maturity thereof, or the obligation of the
Issuer to pay the principal of and interest on each of the Bonds
issued to the respective Holders thereof at the time and place,
from the source and in the manner provided in the Bonds.
Denominations; Exchanae; Resolution. The Bonds are
issuable originally only as Global Certificates in the
denomination of the entire principal, amount of the issue maturing
on a single date, or, if a portion of said principal is prepaid,
said principal amount less the prepayment. G1oba1 Certi£icates
are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in
exchange for Replacement Bonds if then available. Replacement
Bonds, if made available as provided below, are issuable solely
as fully registered bonds in the denominations of $5,000 and
integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Replacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository shall resign or
its services for the Bonds, and only if
unable to locate a substitute depository
353732.3
14
discontinue
the Issuer is
within two (2)
9'l -'1 �°�
months following the resignation-or determination of
non-eligibility, or
ib) upon a determination by the Issuer in its
sole discretion (1) that the continuation of the
book-entry system described in the Resolution, which
precludes the issuance of certificates (other than
Global Certificates) to any Holder other than the
Depository (or its nominee), might adversely affect the
interest of the beneficial owners of the Bonds, or (2)
that it is in the best interest of the beneficial
owners of the Bonds that they be able to obtain
certificated bonds.
Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registration to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the certificate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person exclusively entitled to exercise all the
rights and powers of an owner until this Bond is presented with
such assignment for registration of transfer, accompanied by
assurance 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 Bond Registrar, all subject to
the terms and conditions provided in the Resolution and to
reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar. Transfer of this Bond
may, at the direction and expense of the Issuer, be subject to
certain other restrictions if required to qualify this Bond as
being "in registered form" within the meaning of Section 149(a)
of the federal Internal Revenue Code of 1986, as amended.
Fees uoon Transfer or Loss. The Bond Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding
transfers and lost Bonds.
Treatment of Reqistered Owner. The Issuer and Bond
Registrar may treat the person in whose name this Bond is
registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided with
respect to the Record Date) and for all other purposes, whether
or not this Bond shall be overdue, and neither the Issuer nor the
Bond Registrar shall be affected by notice to the contrary.
353732.3 1 5
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1 Authentication This Bond shall not be valid or become
2 obligatory for any puxpose or be entitled to any security unless
3 the Certificate of Authentication hereon shall have been executed
4 by the Bond Registrar.
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Not Oualified Tax-Exempt Obligations. The Bonds have
not been designated by the Issuer as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. The Bonds do not
qualify for such designation.
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 Issuer to be done,
to happen and to be performed, precedent to and in the issuance
of this Bond, have been done, have happened and have been
performed, in regular and due form, time and manner as required
by law; that this Bond, together with all other debts of the
Issuer outstanding on the date of original issue hereof and on
the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter
limitation of indebtedness; and that the Issuer will establish
rates and charges for the water service furnished by its Water
Utility sufficient in amount to promptly meet the principal and
interest requirements of this issue.
IN WITNESS WHEREOF, the City of Saint Pau1, Ramsey
County, Minnesota, by its City Council has caused this Bond to be
sealed with its official seal and to be executed on its behal£ by
the photocopied facsimile signature of its Mayor, attested by the
photocopied facsimile signature of its Clerk, and countersigned
by the photocopied facsimile signature of its Director, Office of
Financial Services.
353732.3
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Date of Registration:
BOND REGISTRAZ2'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution
mentioned within.
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COiTNTY, MINNESOTA
Mayor
Attest:
Bond Registrar �
By
Authorized Signature
(SEAL)
City Clerk
Countersigned:
Director, Office of
Financial Services
Water Revenue Refunding Bond, Series 1997C, No. R-
353T52.3 17
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CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached
Bond may be made only by the registered owner or his, her or its
legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
353732.3 1g
°��-� �°�
REGISTER OF FARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the
dates and in the amounts noted below:
Signature of Signature of
Date Amount Bondholder Bond Reaistrar
If a notation is made on this register, such notation has the
effect stated in the attached Sond. Partial payments do not
require the presentation of the attached Bond to the Bond
Registrar, and a Holder could fail to note the partial payment
here.
353732.3 7-9
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, sha11 be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM
TEN ENT
JT TEN -
�iyYui_�
353732.3
- as tenants in oommon
- as tenants by the entireties
as joint tenants with right of survivorship
and not as tenants in common
as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
20
�� �1��
ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the attached Bond and does
hereby irrevocably constitute and appoint
attomey to transfer
the Bond on the books kept for the registration thereof, with
full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the
name as it appears upon the face of
the attached Bond in every
particular, without alteration or
any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges or any other ��Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this
Bond unless the information concerning the transferee requested
below is provided.
Name and Address:
(Include information for all joint owners if
the Bond is held by joint account.)
3537323 21
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1 B. Replacement Bonds. If the City has notified
2 Holders that Replacement Bonds have been made available as
3 provided in paragraph 6, then for every Bond thereafter
4 transferred or exchanged (including an exchange to reflect the
5 partial prepayment of a Global Certificate not previously
6 exchanged for Replacement Bonds) the Bond Registrar shall deliver
7 a certificate in the form of the Replacement Bond rather than the
8 Global Certificate, but the Holder of a Global Certificate shall
9 not otherwise be required to exchange the Global Certificate for
10 one or more Replacement Bonds since the City recognizes that some
li beneficial owners may prefer the convenience of the Depository's
12 registered ownership of the Bonds even though the entire issue is
13 no longer required to be in global book-entry form. The
14 Replacement Bonds, together with the Bond Registrar's Certi£icate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
18
3537323 22
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
�
WATER REVENUE REF`UNDING
BOND, SERIES 1997C
INTEREST
RATE
MATURITY DATE OF
DATE ORIGINAL ISSUE
CUSIP
July 1, 1997
REGISTERED OWNER:
PRTNCIPAI, AMOiTNT:
DOLLARS
IZNOW ALL PERSONS BY THESE PRESENTS that the City o£
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, solely from the source and in the manner hereinafter set
forth, the principal amount speci£ied above, on the maturity date
specified above, unless called for earlier redemption, and to pay
interest thereon semiannually on June 1 and December 1 of each
year (each, an "Interest Payment Date"), commencing December 1,
1997, at the rate per annum specified above (calculated on the
basis of a 360-day year of twelve 30-day months) until the
principal sum is paid or has been provided for. This Bond will
bear interest from the most recent Tnterest Payment Date to which
interest has been paid or, if no interesC has been paid, from the
date of original issue hereof. The principal of and premium, if
any, on this Bond are payable upon presentation and surrender
hereof at the principal office of ,
in , (the "Bond Registrar��), acting
as paying agent or any successor paying agent duly appointed by
the Issuer. Interest on this Bond will be paid on each Interest
Payment Date by check or draft mailed to the person in whose name
this Bond is registered (the "Holder" or "Bondholder'�) on the
registration books of the Issuer maintained by the Bond Registrar
and at the address appearing thereon at the close of business on
the fifteenth day of the calendar month next preceding such
Interest Payment Date (the "Regular Record Date"). Any interest
not so timely paid shall cease to be payable to the person who is
the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of
business on a date (the "Special Record Date��) fixed by the Bond
353732.3 2 3
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Registrar whenever money becomes available for payment o£ the
defaulted interest. Notice of the Special Record Date shall be
given to Bondholders not less than ten days prior to the Special
Record Date. The principal of and premium, if any, and interest
on this Bond are payable in lawful money of the United States of
America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
FOR ALi, PURPOSES HAVE THE SAMS EFFECT AS IF SET FORTH HERE.
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 Issuer to be done,
to happen and to be performed, precedent to and in the issuance
of this Bond, have been done, have happened and have been
performed, in regular and due form, time and manner as required
by law; that this Bond, together with all other debts of the
Issuer outstanding on the date of original issue hereof and on
the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter
limitation of indebtedness; and that the Issuer will establish
rates and charges for the water service furnished by its Water
Utility sufficient in amount to promptly meet the principal and
interest requirements of this issue.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
County, Minnesota, by its City Council has caused this Bond to be
sealed with its official seal or a facsimile thereof and to be
executed on its behalf by the original or facsimile signature of
its Mayor, attested by the original or facsimile signature of its
Clerk, and countersigned by the original or facsimile signature
of its Director, Office of Financial Services.
3537323 24
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Date of Registration:
BOND REGISTRP.R'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar �
By
Authorized Signature
(SEAL)
353732.3
Registrable by:
Payable at: _
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
25
°1'1-�l �°,
ON REVERSE OF BOND
Date of Pavment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, 1ega1 holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Bond Registrar is located
are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redemption. All Bonds of this issue (the "BOnds")
maturing after December 1, 2005, are subject to redemption and
prepayment at the option of the Issuer on such date and on any
day thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining
unpaid may be prepaid in such order of maturity and in such
amount per maturity as the City shall determine; and if only part
of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by
lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the
redemption date.
Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than Chirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the ��CUSIP"
numbers assigned to the Sonds sha11 be used.
Selection of Bonds for Redemotion. To effect a partial
redemption of Bonds having a common maturity date, the Bond
Registrar shall assign to each Bond having a common maturity date
a distinctive number for each $5,000 of the principal amount of
such Bond. The Bond Registrar shall then select by lot, using
such method of selection as it shall deem proper in its
discretion, from the numbers assigned to the Bonds, as many
numbers as, at $5,000 for each number, shall equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount o£
353732.3 2 6
°1'1-'1 l�
1 such Bond of a denomination of more than $5,000 shall be redeemed
2 as shall equal $5,000 for each number assigned to it and so
3 selected. If a Bond is to be redeemed only in part, it shall be
4 surrendered to the Bond Registrar (with, if the Issuer or Bond
5 Registrar so requires, a written instrument of transfer in form
6 satisfactory to the Issuer and Bond Registrar duly executed by
7 the Holder thereof or his, her or its attorney duly authorized in
8 writing) and the Issuer shall execute (if necessary) and the Bond
9 Registrar sha11 authenticate and deliver to the Holder of such
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Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by
such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion o£ the principal of the Bond
so surrendered.
Issuance; Purpose: Special Obliaation. This Bond is
one of an issue in the total principal amount of $7,000,000, all
of like date of original issue and tenor, except as to number,
maturiCy, inCerest rate, denomination and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State o£ Minnesota and the
Charter of the Issuer, and pursuant to a resolution adopted by
the City Council of the Issuer on June il, 1997 ithe
"Resolution"), for the purpose of providing, together with
certain other moneys of the Issuer, funds sufficient for a
current refunding of the Issuer's outstanding Variable Rate
Demand Water Revenue Bonds, Series 1994D. The Bonds and the
interest thereon are payable solely and exclusively from the Net
Revenues of the Water Utility of the Issuer pledged to the
payment thereof, and do not constitute a debt of the Issuer or of
the Saint Paul Board of Water Commissioners within the meaning of
any constitutional, Charter or statutory limitation of
indebtedness. In the event of any default hereunder, the Holder
of this Bond may exercise any of the rights and privileges
granted by the laws of the State of Minnesota, subject to the
provisions of the Resolution. The Bonds of this issue, together
with the Water Revenue Bonds, Series 1993E, issued in the
principal amount of $11,175,000, are a first and prior lien upon
the Net Revenues of the Water Utility of the Issuer, except that
the Issuer is authorized under certain conditions to issue
additional revenue obligations on a parity of lien with these
Bonds, all as provided in the Resolution.
Action by Holders. The Holders of twenty percent t20%)
or more in aggregate principal amount o£ Bonds at any time
outstanding may, either by law or in equity, by suit, action, or
other proceedings, protect and enforce the rights o£ all Holders
of Bonds then outstanding, or enforce and compel the performance
of any and all of the covenants and duties specified in the
353T523 2 7
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Resolution to be performed by the Issuer or the Board of Water
Commissioners or their officers and agents; provided, however,
that nothing shall affect or impair the right of any Bondholder
to enforce the payment of the principal of and interest on any
Bond at and after the maturity thereof, or the obligation of the
Issuer to pay the principal of and interest on each of the Bonds
issued to the respective Holders thereof at the time and place,
from the source and in the manner provided in the Bonds_
Denominations: Exchanae; Resolution. The Bonds are
issuable solely as fully registered bonds in the denominations of
$5,000 and integral multiples thereof of a single maturity and
are exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Re£erence is hereby made to the Resolution for a description o£
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Transfer. This Bond is transferable by the Holder in
person or by his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and to reasonable
regulations of.the Issuer-contained in any agreement with the
Bond Registrar. Thereupon the Issuer shall execute and the Bond
Registrar shall authenticate and deliver, in exchange £or this
Bond, one or more new fully, registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar
designation), of an authorized denomination or denominations, in
aggregate principal amount equal to the principal amount of this
Bond, of the same maturity and bearing interest at the same rate.
Fees uQon Transfer or Loss. The Bond Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding
transfers and lost Bonds.
Treatment of Reaistered Owner. The Issuer and Bond
Registrar may treat the person in whose name this Bond is
registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided on the
reverse side hereof with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and
neither the Issuer nor the Bond Registrar shall be affected by
notice to the contrary.
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Authentication This Bond shall not be valid or become
obligatoYy for any purpose or be entitled to any security unless
the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Not Oualified Tax-Exemnt Obliaations. The Bonds have
not been designated by the Issuer as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. The Bonds do not
qualify for such designation.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, shall be construed as though they were
written out in full according to applicable law regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the within Bond and does hereby irrevocably constitute and
appoint attorney to transfer the Bond on
the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the
name as it appears upon the face of
the within Bond in every
particular, without alteration or
any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this
Bond unless the information concerning the transferee requested
below is provided.
Name and Address:
(Include information for all joint owners if
the Bond is held by joint account.)
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10. Execution The Bonds shall be executed on behalf
of the City by the signatures of its Mayor, Clerk and Director,
Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied facsimile; and provided further that any of such
signatures may be printed or photocopied facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or
disabled officer. In case an}r such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Sonds, such
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication; Date of Recristration. No Bond
shall be valid or obligatory for any purpose or be entitled to
any security or benefit under this resolution unless a
Certificate of Authentication on such Bond, substantially in the
form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certificates to the Purchaser, the Sond Registrar sha11 insert as
the date of registration the date of original issue, which date
is July 1, 1997. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Registration; Transfer; Exchanae. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the registration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
A Global Certificate shall be registered in the name of
the payee on the books of the Bond Registrar by presenting the
Global Certificate for registration to the Bond Registrar, who
will endorse his or her name and note the date of registration
opposite the name of the payee in the certificate of registration
on the Global Certificate. Thereafter a Global Certificate may
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be transferred by delivery with an assignment duly executed by
the Holder or his, her or its legal representative, and the City
and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until
a Global Certificate is presented with such assignment £or
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 thereon
by the Bond Registrar, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the
City contained in any agreement with, or notice to, the Bond
Registrar.
Transfer of a Global Certificate may, at the direction
and expense of the City, be subject to other restrictions if
required to qualify the Global Certificates as being "in
registered form" within the meaning of Section 149(a) of the
federal Internal Revenue Code of 1986, as amended,
If a Global Certificate is to be exchanged for one or
more Replacement Bonds, all of the principal amount of the Global
Certificate shall be so exchanged.
Upon surrender for transfer of any Replacement Bond at
the principal office of the Bond Registrar, the City shall
execute (if necessary), and the Bond RegisCrar shall
authenticate, insert the date of registration (as provided in
paragraph 11) of, and deliver, in the name of the designated
transferee or transferees, one or more new Replacement Bonds of
any authorized denomination or denominations of a like aggregate
principal amount, having the same stated maturity and interest
rate, as requested by the transferor; provided, however, that no
Bond may be registered in blank or in the name of "bearer" or
similar designation.
At the option of the Holder of a Replacement Bond,
Replacement Bonds may be exchanged for Replacement Bonds of any
authorized denomination or denominations of a like aggregate
principal amount and stated maturity, upon surrender of the
Replacement Bonds to be exchanged at the principal office of the
Bond Registrar. Whenever any Iteplacement Bonds are so
surrendered for exchange, the City shall execute (if necessary),
and the Bond Registrar shall authenticate, insert the date of
registration of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. Global
Certi£icates may not be exchanged for Global Certificates of
smaller denominations.
Al1 Bonds surrendered upon any exchange or transfer
provided for in this resolution shall be promptly cancelled by
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5 Bonds shall be valid special obligations of the City evidencing
6 the same debt, and entitled to the same benefits under this
7 resolution, as the Bonds surrendered for such exchange or
8 transfer.
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Every Bond presented or surrendered for transfer or
exchange shall be duly endorsed or be accompanied by a written
instrument of transfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its
attorney duly authorized in writing.
The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable
in connection with the transfer or exchange of any Bond and any
1ega1 or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable
regulations of the City contained in any agreement with, or
notice to, the Bond Registrar, including regulations which permit
the Bond Registrar to close its transfer books between record
dates and payment dates.
13. Riahts Ubon Transfer or Exchange. &ach Bond
delivered upon transfer of or in exchange for or in lieu of any
other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
14. Interest Payment: Record Date. Interest on any
Global Certificate shall be paid as provided in the first
paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder'�) on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (15th) day of the calendar
month next preceding such Interest Payment Date (the "Regular
Record Date"). Any such interest not so timely paid shall cease
to be payable to the person who is the Holder thereof as of the
Regular Record Date, and shall be payable to the person who is
the Holder thereof at the close of business on a date (the
"Special Record Date"1 fixed by the Bond Registrar whenever money
becomes available £or payment of the de£aulted interest. Notice
of the Special Record Date shall be given by the Bond Registrar
to the Aolders not less than ten (10) days prior to the Special
Record Date.
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15. Holders• Treatment o£ ReQistered Owner; Consent of
Iiolders.
(A) For the purposes of all actions, consents and other
matters affecting Iiolders of the Bonds, other than payments,
redemptions, and purchases, the City may {but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner
of the Bond instead of the person in whose name the Bond is
registered. For that purpose, the City may ascertain the
identity of the beneficial owner of the Bond by such means as the
Bond Registrar in its sole discretion deems appropriate,
including but not limited to a certificate from the person in
whose name Che Bond is registered identifying such beneficial
owner.
(B} The City and Bond Registrar may treat the person in
whose name any Bond is registered as the owner of such Bond for
the purpose of receiving payment of principal of and premium, if
any, and interest isubject to the payment provisions in paragraph
14 above) on, such Bond and for all other purposes whatsoever
whether or not such Bond shall be overdue, and neither the City
nor the Bond Registrar shall be affected by notice to the
contrary.
(C) Any consent, request, direction, approval, objection or
other instrument to be signed and executed by the Holders may be
in any number of concurrent writings of similar tenor and must be
signed or executed by such Aolders in person or by agent
appointed in writing. Proof of the execution of any such
consent, request, direction, approval, objection or other
instrument or of the writing appointing any such agent and of the
ownership of Bonds, if made in the following manner, shall be
sufficient for any of the purposes of this resolution, and shall
be conclusive in favor of the City with regard to any action
taken by it under such request or other instrument, namely:
(1) The fact and date of the execution by any person of
any such writing may be proved by the certificate of any
officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person
signing such writing acknowledged before him the execution
thereof, or by an a£fidavit of any witness to such
execution.
(2) Subject to the provisions of subparagraph (A)
above, the fact of the ownership by any person of Bonds and
the amounts and numbers of such Bonds, and the date of the
holding of the same, may be proved by reference to the bond
register.
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16. Deliverv; Application of Proceeds. The Global
Certificates when so prepared and executed shall be delivered by
the Director, O£fice of Financial Services, to the Purchasex upon
receipt of the purchase price, and the Purchaser shall not be
obliged to see to the proper application thereof.
17. Fund and Accounts. For the convenience and proper
administration of the proceeds from the sale of the 1997 Bonds
and for the payment of principal of and interest on the 1997
Bonds, the Board of Water Commissioners Water Utility Enterprise
Fund (the "Water Utility Fund", heretofore in resolutions
relating to the 1993 Bonds and 1994 Bonds also referred to as the
"Water Utility Fund") heretofore created shall continue in force
and e£fect as a separate fund of the City and of the Board until
a11 of the 1997 Bonds are fu11y paid and retired. In the Water
Utility Fund there is hereby created a 1997 Refunding Account and
in addition there are, and there shall continue to be, the
following accounts:
(a) A"1997 Refunding Account", to which shall be
credited all proceeds of the sale of the 1997 Bonds,
together with any other moneys provided by the City as set
forth in paragraph 27. The 1997 Refunding Account shall be
used to pay the 1993 Bonds upon their early redemption and
to pay the costs of issuing the 1997 Bonds. The moneys in
the 1997 Refunding Account shall be used solely for the
purposes herein set forth and for no other purpose, except
that any surplus in the 1997 Refunding Account shall be
deposited in the Revenue Bond Debt Service Account.
(b) An "O�eration and Maintenance Account", into which
shall be paid all gross revenues and earnings derived from
the operation of the Water Utility system including any
assessments which may from time to time be levied with
respect to the Water Utility. From this account there shall
be paid all, but only, current expenses of said system.
Current expenses shall include the reasonable and necessary
costs of administering, operating, maintaining and insuring
the system, salaries, wages, costs of materials and
supplies, costs of water production and distribution,
necessary legal, engineering and auditing services, and a11
other items which, by sound accounting practices, constitute
normal, reasonable and current costs of operation and
maintenance, but excluding any allowance for depreciation,
extraordinary repairs and payments into the Revenue Bond
Debt Service Account and Reserve Account. There shall at
all times be maintained in said account a reserve in an
amount sufficient to cover the operation and maintenance
costs of the Water Utility system for the ensuing fifteen
(15? day period; neither said reserve nor any annual
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addition thereto shall constitute "Net Revenues" as defined
below. The balance from time to time remaining in the
Operation and Maintenance Account, including interest or
other earnings received from the investment of any moneys in
the Water Utility Fund, after paying or providing for the
foregoing items, shall constitute, and are referred to in
this resolution as, "Net Revenues"_ Payments of fees to
trustees for bonds, to providers of liquidity facilities or
credit enhancement facilities for bonds and remarketing
agents for bonds are also current expenses.
(c) A°Revenue Bond Debt Service Account", into which
there shall be credited and to which there is hereby
irrevocably pledged from the Net Revenues of the operation
of the Water Utility system monthly commencing in July,
1997, a sum equal to at least 1/12 of the total principal
and interest on the 1997 Bonds and any other bonds issued on
a parity therewith during the ensuing twelve (12) months;
provided, however, that no further payments need be made to
said account when the moneys held therein are sufficient for
the payment of a11 principal and interest due on said bonds
on and prior to the next maturity date. No money shall be
paid out of said account except to pay principal, premium,
if any, and interest on the 1997 Bonds and any other bonds
which are issued on a parity with the 1997 Bonds.
(d) A"Reserve Account�', which was heretofore created,
and is hereby continued, to be used only when and if moneys
in the Revenue Bond Debt Service Account or other moneys
available therefor are insufficient to pay principal,
premium, if any, and interest on the bonds payable from the
Revenue Bond Debt Service Account; provided, however, that
the moneys in the Reserve Account may be used to prepay said
bonds, when such prepayment will retire all of the bonds
then outstanding. Amounts already in the Reserve Account
pursuant to the resolutions authorizing the issuance of the
1993 Bonds and 1994 Bonds shall be maintained therein upon
the issuance of the 1997 Bonds to the extent necessary to
equal the amount required to be maintained in the Reserve
Account as set forth below, being initially amounts required
for the 1993 Bonds and 1997 Bonds. Whenever the moneys in
the Reserve Account exceed the amount required to be
maintained in the Reserve Account as set forth below, such
excess may be transferred to the Revenue Bond Debt Service
Account; and whenever the moneys in the Reserve Account
sha11 be less than said amount, the Reserve Account shall be
restored to said amount from the next available Net
Revenues. The amount required to be maintained in the
Reserve Account shall be an amount equal to the lesser of:
tl) ten percent (10�) of the original princigal amount of
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the 1997 Bonds and other bonds payable from the Revenue Bond
Debt Service Account issued after the 1993 Bonds on a parity
of lien therewith, or {2) the maximum principal and interest
due in any year on the bonds payable £rom the Revenue Bond
Debt Service Account; and whenever the moneys in the Reserve
Account exceed such amount required to be maintained
therein, such excess may be transferred to the Revenue Bond
Debt Service Account. When only bonds issued after the 1994
Bonds are outstanding, the "maximum principal and interest
due in any year" on variable rate bonds shall be calculated
at such time (for any variable rate bonds issued prior to
such time) or in connection with their issuance (for
variable rate bonds issued after such time) assuming the
variable rate bonds bear fixed interest for the remainder of
their terms or for their terms, as appropriate, at the rates
prevailing at such time (for any variable rate bonds issued
prior to such time) or at the time of their issuance (for
variable rate bonds issued after such time) for utility
revenue bonds of comparable quality, maturity and taxable or
tax-exempt status, provided that other or different
assumptions may be used if necessary to obtain an investment
grade credit rating for the variable rate bonds or to
maintain the credit rating(s) then in effect for the bonds
then outstanding.
(e) Net Revenues in excess of those required for the
foregoing purposes may be used for any proper purpose.
(f) The money in the Water Utility Fund shall be
allotted and paid to the various accounts herein established
in the order in which said accounts are listed on a
cumulative basis, and if in any month the money in said
accounts is insufficient to place the required amount in any
accounts, the deficiency shall be made up in the following
month or months after payment into all other accounts having
a prior claim on said Net Revenues have been made in full.
(g) All money held in the Revenue Bond Debt Service
Account and the Reserve Account created by this resolution
shall be kept separate and apart from all other municipal
funds and accounts.
ih) Notwithstanding anything to the contrary herein,
moneys in the Water Utility Fund and any account thereof may
be used to pay any rebate of excess arbitrage earnings on
gross proceeds of the 1993 Bonds, 1994 Bonds and 1997 Bonds
to be paid to the United States in order to maintain the
exclusion from gross income under Section 103 of the Code
(as hereinafter defined) of the interest on the 1993 Bonds,
1994 Bonds and 1997 Bonds.
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(i) Accounts created £or bonds, notes or obligations
with a lien on Net Revenues subordinate to the lien of the
1997 Bonds shall be maintained and operated as required by
the resolutions authorizing the same.
(j) No portion of the proceeds of the 1997 Bonds sha11
be used directly or indirectly to acquire higher yielding
investments or to replace funds which were used directly or
indirectly to acquire higher yielding investments, except
(1) for a reasonable temporary period until such proceeds
are needed for the purpose for which the 1997 Bonds were
issued, (2) as part of a reasonably required reserve or
replacement fund not in exeess of ten percent (10a) of the
proceeds of the 1997 Bonds (or in a higher amount which the
City establishes is necessary to the satisfaction of the
Secretary of the Treasury of the United States), and (3) in
addition to the above in an amount not greater than the
lesser of five percent (50) of the proceeds of the 1997
Bonds or $100,000. To this effect, any proceeds of the 1997
Bonds and any sums from time to time held in the 1997
Refunding Account, Operation and Maintenance Account,
Reserve Account or Revenue Bond Debt Service Account (or any
other City or Board account which will be used to pay
principal or interest to become due on the bonds payable
there£rom) in excess o£ amounts which under the federal
arbitrage regulations may be invested without regard to
yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account
any applicable "temporary periods", minor portion or reserve
made available under the federal arbitrage regulations.
Money in the Water Utility Fund shall not be invested in
obligations or deposits issued by, guaranteed by or insured
by the United States or any agency or instrumentality
thereof if and to the extent that such investment would
cause the 1997 Bonds to be ��federally guaranteed" within the
meaning of Section 149(b) of the federal Tnternal Revenue
Code of 1986, as amended ithe "Code").
18. Paritv Bonds. The 1993 Bonds and 1997 Bonds shall
be a first charge and lien upon the Net Revenues of the Water
Utility. No part of such Net Revenues shall be pledged to the
payment of any general obligation bonds issued by the City while
any 1993 Bonds or 1997 Bonds or bonds issued on a parity
therewith remain outstanding and undischarged, unless the pledge
of Net Revenues to such general obligation bonds is expressly
made a second and subsequent lien and the City and Board covenant
to make the rates and charges of the Water Utility su�ficient to
timely pay such general obligation bonds. No additional revenue
obligations payable from the Revenue Bond Debt Service Account
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shall be herea£ter issued unless the same are e�ressly made a
second and subsequent lien upon the Net Revenues of the Water
Utility; provided, however, that additional obligations may be
issued on a parity of lien with the 1997 Bonds, provided that the
annual Net Revenues of said Water Utility for each of the two (2)
completed £iscal years immediately preceding the issuance of such
additional obligations shall have been one and one-half (1.5)
times the maximum annual principal and interest coming due
thereafter on all outstanding revenue obligations payable from
and having a parity of lien upon the Net Revenues of the Water
Utility Fund, including the additional obligations so to be
issued; provided further, however, that if the annual Net
Revenues in either or both of the aforesaid two (2) completed
fiscal years shall be insufficient to meet this test then any
reasonably projected increase in Net Revenues for the fiscal year
immediately following such second completed fiscal year may be
added to the Net Revenues for such completed fiscal years or
either of them (but the total of such projected increase in Net
Revenues may be added only once) in applying the foregoing test.
For purposes of the foregoing limitations, when only bonds issued
after the 1994 Bonds are outstanding, the "maximum annual
principal and interest coming due thereafter" on variable rate
bonds shall be calculated assuming the variable rate bonds bear
fixed interest at the rates prevailing at the time of the
calculation for utility revenue bonds of comparable quality,
maturity (or remaining maturity) and taxable or tax-exempt
status, provided that other or different assumptions may be used
if necessary to obtain an investment grade credit rating for the
variable rate bonds or to maintain the credit rating(s) then in
effect for the bonds then outstanding. Such facts shall be shown
by the Certificate of the General Manager of the Board of Water
Commissioners and shall be a finding of and recited in the
resolution of the City authorizing any such additional series.
In addition, the following conditions shall be met:
(a) The payments required to be made (at the time of
the issuance of such parity lien bonds? into the various
funds and accounts provided for in this resolution have been
made.
ib) All such parity lien bonds shall have a December 1
maturity or maturities and shall have semiannual interest
payments on June 1 and December 1 in each year; provided
that interest payments may be more frequent than
semiannually or on dates other than June 1 and December 1 if
such interest is paid in full only if at the time of payment
the interest deposits into the Revenue Bond Debt Service
Account for interest payments on June 1 or December 1, as
appropriate, on other bonds are current, and any
insufficiency of interest on all parity bonds is allocated
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proportionately in each six-month period ending 3une 1 or
December 1, as appropriate.
(c) The proceeds of such parity lien bonds shall be
used only for the purpose of (1) making improvements,
additions, extensions, renewals or replacements to the Water
Utility, and capitalizing interest or establishing Reserves
and paying the costs of such financing, or (2} refunding
parity lien bonds (provided that bonds which refund parity
lien bonds may instead derive their parity lien status from
paragraphs 19 or 25 as applied in paragraph 20).
19. Refundina Maturina Bonds. The City also reserves
the right and privilege o£ issuing additional revenue bonds if
and to the extent needed to refund maturing bonds payable from
the moneys in the Water Utility Fund in case the moneys in the
Revenue Bond Debt Service Account are insufficient to pay the
same at maturity, which refunding revenue bonds may be on a
parity with this issue as to interest payments even if such
interest is in excess of the interest on the refunded bonds, but
shall mature subsequent to all the revenue obligations which are
payable from the Net Revenues of the Water Utility Fund and which
are sti11 outstanding upon completion of such refunding.
20. Other Revenue Obliaations. Except as authorized
in paragraphs 18, 19 and 25 hereof, the City covenants and agrees
that it will issue or incur no obligations payable from the Net
Revenues o£ all or a part of said Water Utility or constituting
in any manner a lien thereon, unless such obligations are
expressly made junior and subordinate to the lien and charge of
the 1997 Bonds on said Net Revenues. If bonds which refund the
1997 Bonds are parity lien bonds, they shall enjoy complete
equality of lien with any portion of the 1997 Bonds not refunded
and any other then outstanding bonds payable from the Revenue
Bond Debt Service Account, if any there be, and such refunding
bonds shall continue to have whatever priority of lien over
subsequent issues that the refunded bonds may have had. If only
a portion of the outstanding 1997 Bonds shall be refunded
such 1997 Bonds shall be refunded in such manner that the
interest rate of any refunding bond sha11 be greater than
interest rate of the corresponding refunded 1997 Bond (or
average net interest rate of the refunding bonds shall be,
shall be rea o bl
and if
the
the
or
s na y estimated to be, higher than the average net
interest rate of the refunded 1997 Bonds), or that the maturity
date of any refunding bond shall be earlier than the maturity
date of the corresponding refunded 1997 Bond (or the average
maturity of the refunding bonds shall be earlier than the average
maturity of the refunded 1997 Bonds), then such 1997 Bonds may
not be refunded without the consent of the holders of the
unrefunded portion of the 1997 Bonds and any other bonds then
353T323 41
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outstanding payable from the Revenue Bond Debt Service Account
unless the Net Revenues coverage test af paragraph 18 is met.
21. Insufficient Amounts. In the event that the
moneys in the Revenue Bond Debt Service Account shall be
insufficient at any particular time to pay the principal then due
and interest then accrued on all bonds payable therefrom, said
moneys shall first be applied to the payment pro rata of the
accrued interest on all such bonds, payable over a period ending
on June 1 or December 1, as appropriate, and any balance shall be
applied in payment pro rata of the principal on a11 such bonds,
provided further that if it shall ever be determined by a court
of competent jurisdiction while any such bonds remain outstanding
that the sums available and to become available for the payment
of the principal thereof and interest thereon are insufficient
whether or not then due, then the moneys in the Revenue Bond Debt
Service Account shall be applied in payment of all principal then
outstanding whether or not then due and the interest accrued
thereon to the date of payment ratably according to the aggregate
amount thereof without any preference or priority.
22. Suit b�Bondholders. The Holders of twenty
percent (20%) or more in aggregate principal amount of bonds
issued under this resolution and at any time outstanding may,
either at law or in equity, by suit, action, or other
proceedings, protect and enforce the rights of all Holders of the
1997 Bonds then outstanding or enforce or compel the performance
of any and all of the covenants and duties specified in this
resolution to be performed by the City or Board or their officers
and agents, including the fixing and maintaining of rates and
charges and the collection and proper segregation of revenues and
the application and use thereof.
23. Covenants. For the protection of the Holders of
the 1997 Bonds, the City herein covenants and agrees to and with
the holders thereof from time to time as follows:
(a) It will at all times through its Board adequately
maintain and efficiently operate the Water Utility as a City
utility. It will from time to time make a11 needful and
proper repairs, replacements, additions and betterments to
the equipment and facilities of said Water Utility so that
they may at all times be operated properly and
advantageously, and whenever any equipment of said system
shall have been worn out, destroyed or otherwise become
insufficient for proper use, it shall be promptly replaced
or repaired so that the value and efficiency of the
facilities shall be at all times fully maintained and its
revenues unencumbered by reason thereof_
353732.3 4 2
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(b) The rates for all water service and the charges
£or all water supplied by the Water Utility to the City and
its residents and to all other consumers shall be reasonable
and just, taking into account the cost and value of the
Water Utility, the cost of maintaining and operating the
Water Utility and the proper and neaessary allowances for
depreciation, the amounts required for the payment of
principal and interest on the bonds payable £rom the Net
Revenues of the Water Utility, and a11 other sums
customarily paid from the revenues of the Water Utility.
{c) It will as required by Section 10.11.2 of the City
Charter (and it will continue to do so whether or not
required by said Charter) establish, maintain and collect
such charges and rates as will produce revenues sufficient
to pay the reasonable cost of operation, repair and
maintenance of the Water iJtility and to pay the interest on
and principal of the 1997 Bonds and all bonds on a parity of
lien with the 1997 Bonds, as and when they become due, as
well as to provide sufficient money to make the required
appropriations to the various funds and accounts established
herein. The City will review the schedule of rates and
charges for the Water Utility at least annually when the
Board budget is reviewed.
(d) It will not sell, lease, mortgage, or in any manner
dispose of the Water Utility or any part thereof (including
any and all extensions and additions that may be made
thereto) until all revenue bonds payable from the Net
Revenues of the Water Utility or any part thereof have been
paid in full; provided, however, that the City may sell the
Water LTtility or any part thereof if simultaneously with or
prior to said sale all of the outstanding bonds are
discharged in accordance with paragraph 25 of this
resolution. This covenant shall not be construed to prevent
the sale by the City at fair market value of real estate,
equipment or other non-revenue-producing properties which in
the judgment of the City have become unnecessary,
uneconomical or inexpedient to use in connection with the
Water Utility provided that suitable facilities are obtained
in place thereof and provided further that nothing herein is
intended to prevent the City or Board from terminating or
otherwise preventing the termination of contracts for the
furnishing of water.
(e) It shall cause to be kept proper books, records and
accounts adapted to the Water Utility separate from other
acaounts to be audited at the end of each fiscal year. A
copy of said audit shall be furnished, without cost, to the
Purchaser of the 1997 Bonds. If the City fails to provide
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such audit within a reasonable time after the end of said
fiscal year, the holders of twenty percent (200) or more of
the outstanding bonds may cause such audit to be made at the
expense of the City. The expense of preparing such audit
shall be paid as current operating expenses of the Water
Utility. The Purchaser of the 1997 Bonds and the Holders
thereof, or their duly appointed representatives, from time
to time shall have the right, at all reasonable times, to
inspect the Water Utility system and to inspect and copy the
books, records, accounts and data relating thereto. The
City agrees to furnish copies of such audit, without cost,
to any Holder or Holders of the 1997 Bonds at their request
within a reasonable time after the end of each fiscal year.
(f) It will faithfully and punctually perform all
duties with reference to the Water Utility required by the
City Charter, the Constitution and laws of the State of
Minnesota and this resolution.
(g) It will grant no franchise to any competing
utility.
24. Amendments.
alteration shall be made in
the 1997 Bonds without the
than sixty percent (600) in
then outstanding except for
and alterations ta) made to
or omission, or (b) which w
Holders of such outstanding
nothing herein contained sh
permitting (1) an extension
or the interest on any such
principal amount of any suc
thereon, or (3) a privilege
No change, amendment, moditication or
the covenants made with Holders of
�onsent of the Holders of not less
principal amount of such 1997 Bonds
changes, amendments, modifications
cure any ambiguity or formal defect
�uld not materially prejudice the
1997 Bonds; provided, however, that
�11 permit or be construed as
of the maturiCy of the principal of
1997 Bonds, or (2) a reduction in the
z 1997 Bond or the rate of interest
or priority of any such 1997 Bond or
1997 Bonds over any otner bona or bonas excepL as oLnerwise
provided herein, or (4) a reduction in the aggregate principal
amount of such 1997 Bonds required for consent to any change,
amendment, modification or alteration, or i5) the creation of any
lien ranking prior to or on a parity with the lien of such 1997
Bonds, except as hereinbefore e�pressly permitted, or (6) a
modification of any of the provisions of this paragraph without
the consent of the Holders of one hundred percent (100%) of the
principal amount of such 1997 Bonds outstanding.
discharged
and other
1997 Bonds
sahich are
353732.3
25. Discharae. When all 1997 Bonds have been
as provided in this paragraph, all pledges, covenants
rights granted by this resolution to the Holders of the
shall cease. The City may discharge all 1997 Bonds
due on any date by depositing with the paying agent
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(but not if a City officer is the paying agent) or an escrow
agent for such 1997 Bonds on or before that date a sum sufficient
for the payment thereof in full; or if any 1997 Bond should not
be paid when due, it may nevertheless be discharged by depositing
with the paying agent ibut not if a City officer is the paying
agent) or an escrow agent a sum sufficient for the payment
thereaf in fu11. The City may also discharge any grepayable 1997
Bonds which are called for redemption on any date when they are
prepayable according to their terms, by depositing with the
paying agent (but not if a City officer is the paying agent) or
an escrow agent on or before that date an amount equal to the
principal, interest and redemption premium, if any, which are
then due, provided that notice of such redemption has been duly
given as provided in this resolution. The City may also at any
time discharge the issue of the 1997 Bonds in whole or in part by
complying with the applicabla provisions of Minnesota Statutes,
Section 475.67, and any amendments thereto, except that the funds
deposited in escrow in accordance with said provisions may but
need not be in whole or part proceeds of advance refunding bonds.
The City may discharge 1997 Bonds as herein provided without the
consent of any Bondholders.
26. Fiscal Year As used in this resolution the words
"fiscal year" shall mean the twelve (12) month period beginning
on January 1 of each year and ending on December 31 of the same
year. Should it be deemed advisable at some later date to change
the fiscal yearly basis, the same may be done by proper actions
to that effect, which change shall not constitute an amendment or
modification of this resolution.
27. Abpropriation. It is hereby found, determined and
declared that on the date this resolution is adopted, there is
more in the Reserve Account than is required upon the discharge
of the Refunded Bonds. The difference is hereby appropriated to
the 1997 Refunding Account. The Board's additional initial
appropriation to the 1997 Refunding Account necessary to
accomplish the current refunding of the Refunded Bonds is hereby
recognized and approved.
28. Refunded Bonds; Securitv. Until retirement of the
Refunded Bonds, all provisions heretofore made for the security
thereof shall be observed by the City and all of its officers and
agents.
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29. RedemQtion of Refunded Bonds. The Refunded Bonds
shall be paid upon early redemption prior to October 1, 1997, all
in accordance with the terms and conditions set forth in the
Notice of Call for Redemption attached hereto as E�ibit A, which
terms and conditions are hereby approved and incorporated herein
by reference. Notice of Call for Redemption in substantially
such fox sha11 be mailed to the paying agent and sha11 be given
by the paying agent to the holders of the Refunded Bonds at least
ten (10) days prior to the redemption date in the manner provided
for the Refunded Bonds.
30. Records and Certificates The officers of the
City are hereby authorized and directed to prepare and furnish to
the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and
records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the £acts
relating to the legality and marketability of the Bonds 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 to the
faats recited therein.
31. Neaative Covenants as to IIse of Proceeds and
Imbrovements. The City hereby covenants not to use the proceeds
of the Bonds or to use the Improvements, or to cause or permit
them to be used, or to enter into any deferred payment
arrangements for the cost of the Improvements, in such a manner
as to cause the Bonds to be �'private activity bonds" within the
meaning of Sections 1�3 and 141 through 150 of the Code. The
City reasonably expects that no actions will be taken over the
term of the Bonds that would cause them to be private activity
bonds, and the average term of the Bonds is not longer than
reasonably necessary for the governmental purpose of Che issue.
The City hereby covenants not to use the proceeds of the Bonds in
such a manner as to cause the Bonds to be ��hedge bonds" within
the meaning of Section 149(g) of the Code.
32. Tax-Exempt Status of the Bonds; Rebate; Elections.
The City 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 Bonds, including
without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater
than the yield on the Bonds, and the rebate of excess investment
earnings to the United States.
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If any elections are available now or hereafter with
respect to arbitrage or rebate matters relating to the Bonds, the
Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authorized and directed to
make such elections as they deem necessary, appropriate or
desirable in connection with the Bonds, and all such elections
shall be, and shall be deemed and treated as, elections of the
City.
33. No Desicrnation of Oualified Tax-Exe�t
Oblicsations. The Bonds, together with other obligations issued
by the City in 1997, exceed in amount those which may be
qualified as "qualified tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Code, and hence are not
designated for such purpose.
34. Letter of Rebresentations. The Letter of
Representations for the Bonds is hereby confirmed to be the
Blanket Issuer Letter of Representations dated April 10, 1996, by
the City and received and accepted by The Depository Trust
Company. So long as The Depository Trust Company is the
Depository or it or its nominee is the Holder of any Global
Certificate, the City shall comply with the provisions of the
Letter of Representations, as it may be amended or supplemented
by the City £rom time to time with the agreement or consent of
The Depository Trust Company.
35. Parity Findings. It is hereby found, determined
and declared that:
(a) The 1997 Bonds are on a parity of lien with the
1993 Bonds, and do not require for their issuance or their
parity status the consent of the holders of any of the 1993
Sonds or 1994 Sonds pursuant to the resolutions authorizing
the issuance thereof. The Bonds bear interest at a rate
under the Maximum Rate on the 1994 Bonds, and the 1997 Bonds
are qualified to be on a parity of lien with the 1993 Sonds
up to said Maximum Rate.
36. Covenant with Holders. Each and all of the terms
and provisions of this resolution shall be and constitute a
covenant on the part of the City to and with each and every
Holder from time to time of the Bonds.
37. Necrotiated Sale. The City has retained Springsted
Incorporated as an independent financial advisor, and this
Council has heretofore determined, and does hereby determine, ta
sell the Bonds by private negotiation to the Purchaser, all as
provided by Minnesota Statutes, Section 475.60, Subdivision 2(9).
353732.3 4 7
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38. Continuincx Disclosure. The City is an obligated
person with respect to the Bonds. The City hereby agrees, in
accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereina£ter described, to:
A. Provide or cause to be provided to each nationally
recognized municipal securities information repository
('�NRMSIR") and to the appropriate state information
depository ("SID"), if any, for the State of Minnesota, in
each case as designated by the Commission in accordance with
the Rule, certain annual financial information and operating
data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the
Undertaking as provided therein.
B. Provide or cause to be provided, in a timely
manner, to (i) each NRMSIR or to the Municipal Securities
Rulemaking Board ("MSRB") and (ii) the SID, notice of the
occurrence of certain material events with respect to the
Bonds in accordance with the Undertaking.
C. Provide or cause to be provided, in a timely
manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
notice of a failure by the City to provide the annual
financial information with respect to the City described in
the Undertaking.
The City agrees that its covenants pursuant to the Rule
set forth in this paragraph 38 and in the Undertaking are
intended to be for the benefit of the Holders of the Bonds and
shall be enforceable on behalf of such Holflers; provided that the
right to enforce the provisions of these covenants shall be
limited to a right to obtain specific enforcement of the City's
obligations under the covenants.
The Mayor and Director, Office of Financial Services,
or any other officers of the City authorized to act in their
stead (the "Officers"), are hereby authorized and directed to
execute on behalf of the City the Undertaking in substantially
the form presented to the City Council, subject to such
modifications thereof or additions thereto as are (i) consistent
with the requirements under the Rule, (ii) required by the
Purchaser, and (iii) acceptable to the Officers.
39. 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
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of such section, paragraph or provision shall not affect any of
the remaining provisions of this resolution.
40. Headincxs. Headings in this resolution are
included for convenienoe of reference only and are not a part
hereof, and shall not limit or define the meaning of any
provision hereof.
Requested by Department of:
Adoption by Council 3ecretary
B \ = �_ �
ApprovecS by Mayor. Date
�
Office of Financial Services
B y : m' �_
Form Apprwed by City Attomey
By`.� �-" � �
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Approved by ayo� for Submis ion to Council
By . e
Adopted by Council: Date � �..�-<- �� ,`� q`�
g 1 q �('� ��
S 7 � ! 1 �
UEPARTMENTADFFIGHCOUNCIL �ATE MlT1ATFA v � �� v
Office of Financial Services 6/3/97 GREEN SHEE
GONTACT PERSON & PHONE INRIAL/OATE INRIAL/DATE
� DEPARiMENTDIRE � CI7YCAUNCIL
Martha Rantorowicz, 266-8836 p5$�GN �CRYATfORNEY �CINCLERK
NUMBEfl FOR
MUST BE ON fAUNCI� AGENDA BY (�p'TE) pOUTING � B��ET OIRECiO O FIN. & MGT. SERVILES DIA.
June 11 a 1997 ORDER � MAVOR (pR A$SISfANT� �
TOTAL # OP SIGNATORE PAGES z __ (CLIP ALL LOCATiONS FOR SIGNATURE)
ACTION RE�UESTEO:
This resolution accepYS the winning proposal and awards the bid for the $7,000,000 Water
Revenue Refunding Bonds, Series 1997C. This is a competitive bond sale and the award is
going to the bidder £ound to be the lowest cost to the Wa[er Utility.
FECAMMENDA710NS: Approve (A) ar Rcyect (R) pERSONAL SERVICE CONTRACTS MUST ANSWER TNE FOLLOWING �UESTIONS:
_ PLANNING COMMISSION _ CIVIL SEFVICE COMMISS�ON 1. Has this personttirm ever worketl untler a comract for this tlepartment?
_ CIB GOMMITfEE _ YES NO
� STAFF Z. Hes this person�rm ever been a ciry employee?
— YES NO
_ O�.sia�c[cAURT _ 3. Does this personRirm possess a skill not normaliy possessed by any curtent city employee?
SUPPpRT$ WNICH COUNCIL OBJECTIVE� YES NO
Explain all yes answers on separate sheet antl ettach to green sheet
INITIATING PROBIEM, ISSUE, OPPFIRTUNITV (Who, What, When, Where, Why).
These bonds axe for the purpose of refunding the $10,000,000 Variable Rate Demand Water
Revenue Bonds, Series 1994D.
ADVANTACaES IFAPPROVED
Conversion to fixed rate debt is beneficial in the current market, and we eliminate the
risk of having variable rate debt.
DISADVANTAOES IF APPROVED�
None
DISADVANTAGES IF NOTAPPflOVED' �
7��Q�
TOTAL AMOUNT OFTRANSAC710N $ COS7/REVENUE BUDGETED (CIRCLE ONE) YES NO
FUNDIfBG SOURCE AC7IVITY NUMBER
FINANCIAL INFORFiAT10N: (EXPLAIN)
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1 SCFiEDULES AND EXHIBITS
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4 Schedule A - Proposals
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6 Er,hibit A- Notice of Call for Redemption
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EXHIBIT A
NOTICE OF CAI,L FOR REDEMPTION
$10,000,000 VARIABLE RATE DEMAND WATER
REVENUE BONDS, SERIES 1994D
CITY OF SAINT PAUI,
RAMSEY COUN`I'Y
MINNESOTA
NOTICE IS HEREBY GIVEN that by order o£ the City
Council of the City of Saint Paul, Ramsey County, Minnesota,
there have been called for redemption and prepayment on
1997,
outstanding bonds of the City designated as Variable Rate Demand
Water Revenue Bonds, Series 1994D, dated November 15, 1994, as
the date of original issue, having stated maturity dates o£
December 1, 2014, bearing the CUSIP number 793073 CU9, bearing
interest at a variable rate, and now outstanding in the total
principal amount of $9,600,000.
Al1 outstanding bonds of the issue are being called for
redemption. The bonds are being called at a price of par plus
accrued interest to , 1997, on which date the
redemption price will become due and pagrable and all interest on
said bonds will cease to accrue. Holders of the bonds hereby
called for redemption are requested to present their bonds for
payment at the principal office of the trustee and paying agent
for the Bonds, First Trust National Association, 180 East Fifth
Street, 2nd Floor, Saint Paul, Minnesota 55101, on or before
, 1997.
BY ORDER OF THE CITY
COUNCIL
/s/ Fred Owusu
City Clerk
Additional information
may be obtained from:
SPRINGSTED INCORPORATED
85 East Seventh Place
Suite 100
Saint Paul, Minnesota 55101-2143
(612) 223-3000
353764.7
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�n�
WHERRAS, "Holder" as used herein means the perso in
whose name a Bond is registered on the registration books,�f t:
City maintained by the registrar appointed as provided in' /
paragraph 8 (the "Bond Registrar"); and
WHEREAS, pursuant to Minnesota Statutes, Secti
475.60, Subdivision 2(9), public sale requirements do n' apply
to the Bonds, because the City has retained an indepe ent
financial advisor and this Council has determined to ell the
Bonds by private negotiation, and the City has inst d authorized
a competitive sale without publication of notice t ereo£ as a
form of private negotiation; and
WHEREAS, Rule 15c2-12 of the Securit' s and Exchange
Commission prohibits "participating underwri rs" from purchasing
or selling the Bonds unless the City undert es to provide
certain continuing disclosure with respect o the Bonds; and
WHEREAS, proposals for the Bo s have been solicited by
Springsted Incoxporated pursuant to an fficial Statement and
Terms of Proposal therein:
NOW, THEREFORE, BE IT R
City o£ Saint Paul, Minnesota, as
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VED by the Council of the
lows:
The proposal of
(the
"PUrchaser��} to purchase $7,0 ,000 Water Revenue Refunding
Bonds, Series 1997C, of the ty (the "Bonds" or "1997 Bonds", or
individually a"Bond" or "1 7 Bond"), in accordance with the
Terms of Proposal for the nd sale, at the rates of interest
hereinafter set forth, an to pay for the Bonds the sum of
$ , plus terest accrued to settlement, is hereby
found, determined and clared to be the most favorable proposal
received and is hereb accepted, and the Bonds are hereby awarded
to the Purchaser. T Director, Office of Financial Services, or
his designee, is di- cted to retain the deposit of the Purchaser
and to forthwith r urn to the others making proposals their good
faith checks or fts.
2.
Maturities.
Bonds, Serie
original is�
date as fujl
R-1 upwar��
date.
shall
e Bonds shall be titled "Water Revenue Refunding
1997C", shall be dated July l, 1997, as the date of
e and shall be issued forthwith on or after such
y registered bonds. The Bonds shall be numbered from
Global Certificates shall each be in the
o£ the entire principal amount maturing on a single
cement Bonds, if issued as provided in paragraph 6,
the denomination of $5,00o each or in any integral
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multiple thereof of a single maturity. The Bonds shall ma]�re on
December 1 in the years and amounts as follows: /
Year
Year
2006
2007
2008
2009
201�
2011
2012
Amount
$345,00
425,0 0
595, 00
165 000
2 ,���
0,000
50,000
3. Pur ose• Refundin Findin s The Bonds (together
with other available funds appropriated? hall provide funds for
a current refunding of the Refunded Bon (the "Refunding"). The
1994 Bonds were issued to finance impr ements to the Water
Utility (the "Improvements"). 2he pr ceeds of the Bonds shall be
deposited and used as provided in p agraph 17. The total cost
of the Refunding, which shall incl e all costs enumerated in
Minnesota Statutes, Section 475.6 , is estimated to be at least
equal to the amount of the Bonds It is hereby found, determined
and declared that (1) the Refun ng is pursuant to Minnesota
Statutes, Section 475.67, and ) the Refunding is necessary or
desirable for the issuance of bligations bearing a fixed rate of
interest in the case of the 94 Bonds, which bear interest at a
rate varying periodically.
4. Interest. he Bonds shall bear interest payable
semiannually on June 1 d December 1 of each year (each, an
"Interest Payment Date'! , commencing December 1, 1997, calculated
on the basis of a 360- ay year of twelve 30-day months, at the
respective rates per nnum set £orth opposite the maturity years
as follows:
1998
1999
2000
2001
20�2
2003
2004
2005
Amount
$730,000
800,000
420,000
225,000
315,00�
660,000
690,000
640,000
Interest Rate Maturitv Year Interest Rate
11
1998
1999
2000
200
20
2 3
04
005
L�
0
2006
2007
2008
2009
2010
2011
2012
°
Description of the Global Certificates and
ry System. Upon their original issuance the Bonds
in the form of a single Global Certificate for
5
��-�t�
(but not if a City officer is the paying agent) or an escrow
agent for such 1997 Bonds on or before that date a sum suf£icient
for the payment thereof in fu11; or if any 1997 Bond should not
be paid when due, it may nevertheless be discharged by deposit' g
with the paying agent (but not if a City officer is the payi
agent) or an escrow agent a sum sufficient for the payment
thereof in full. The City may also discharge any prepaya e 1997
Bonds which are called for redemption on any date when t y are
prepayable according to their terms, by depositing wit the
palring agent (but not if a City officer is the paying gent) or
an escrow agent on or before that date an amount e to the
principal, interest and redemption premium, if any which are
then due, provided that notice of such redemption as been duly
given as provided in this resolution. The City ay also at any
time discharge the issue of the 1997 Bonds in ole or in part by
complying with the applicable provisions of M' nesota Statutes,
Section 475.67, and any amendments thereto, cept that the funds
deposited in escrow in accordance with sai rovisions may but
need not be in whole or part proceeds of vance refunding bonds.
The City may discharge 1997 Bonds as her n provided without the
consent of any Bondholders.
26. Fiscal Year. As used ' this resolution the words
"fiscal year" shall mean the twelve 12) month period beginning
on January 1 of each year and endi on December 31 of the same
year. Should it be deemed advisa e at some later date to change
the fiscal yearly basis, the sam may be done by proper actions
to that effect, which change sh 1 not constitute an amendment or
modification of this resolutio .
27. A ro riatio . It is hereby found, determined and
declared that on the date is resolution is adopted, there is
$ in the eserve Account, of which only
$ is re red upon the discharge of the Refunded
Bonds. The difference f$ is hereby appropriated
to the 1997 Refunding ccount. The Board's additianal initial
appropriation to the 997 Refunding Account necessary to
accomplish the curr nt refunding of the Refunded Bonds is hereby
recognized and ap oved.
28.
Refunded Bonc
thereof shall
agents. f
�tunded Bonds; Securitv. Until retirement of the
all provisions heretofore made for the security
observed by the City and all of its officers and
45
`t�t-���
1
2
3
4
5
6
7
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
29. Redemntion of Refunded Bonds. The Refunded Bonds
shall be paid upon early redemption on or about ,
1997, all in accordance with the terms and conditions set forth
in the Notice of Ca11 far Redemption attached hereto as Exhibit
A, which terms and conditions are hereby approved and
incorporated herein by reference. Notice of Call for Redemp�ion
in substantially such form shall be mailed to the paying agent
and shall be given by the paying agent to the holders of he
Re£unded Bonds at least ten (10) days prior to the redem�ion
date in the manner provided for the Refunded Bonds. �f
30. Records and Certificates. The offi
City are hereby authorized and directed to prepare
the Purchaser, and to the attorneys approving the�
of the
furnish to
ity of the
issuance of the Bonds, certified copies of all oceedings and
records of the City relating to the Bonds and � the financial
condition and affairs of the City, and such o er affidavits,
certificates and information as are require o show the facts
relating to the legality and marketability f the Bonds as the
same appear £rom the books and records un r their custody and
control or as otherwise known to them, all such certified
copies, certificates and affidavits, i uding any heretofore
furnished, shall be deemed representa ons of the City as to the
facts recited therein.
31. Neqative Cove
Improvements. The City here
of the Bonds or to use the I
them to be used, or to ente
arrangements for the cost of
as to cause the Bonds to be
meaning of Sections 103 an
City reasonably expects -
term of the Bonds that
bonds, and the average
reasonably necessary
The City hereby cove an
such a manner as t cau
the meaning of Se ion
32.
The City sh
to establis
Section 103
without li
investme s
than th yi
earnin to
by c enants not to use the proceeds
mpr ements, or to cause or permit
r' o any deferred payment
e Improvements, in such a manner
private activity bonds" within the
141 through 150 of the Code. The
no actions will be taken over the
cause them to be private activity
erm of the Bonds is not longer than
r the governmental purpose of the issue.
ts not to use the proceeds of the Bonds in
se the Bonds to be "hedge bonds" within
149(g) of the Code.
1 comply with requirements necessary under the Code
nd maintain the exclusion from gross income under
f the Code of the interest on the Bonds, including
tation requirements relating to temporary periods for
limitations on amounts invested at a yield greater
ld on the Bonds, and the rebate of excess investment
the United States.
m
w '_
85 E. SEVENTH PLACE SUITE 100
SAINC PAUL, MN 55101-2143
612-223-3000 FAX:612-223-3002
q�- ��9
SPRINGSTED
Public Finana fldvisors
June �1, 1897
Mr. Bemie Bullert, General Manager
City of Saint Paul Water Utility
8 East Fourth Street, Suite 400
Saint Paul, MN 551�1-1007
Ms. Martha Kantorowicz, Debt Manager
City of Saint Pau{
Treasury Division
160 City Hall
15 West Keltogg Boulevard
Saint Paul, MN 55102
f
�
Re: Recommendations for Award of City of Saint Paul's
$7,0�0,000 Water Revenue Refunding 8onds, Series 1997C
Dear Mr. Bullert and Ms. Kantorowicz:
Purpose of Issue
The purpose of this issue is to refund on a long-term fixed interest rate basis the City's
$10,000,000 Variable Rate Demand Bond issued in 1994. The Water Utility, through principal
repayment and cash contributions, has lowered the principaf on this issue to $7,000,000.
Tax-Exempt Interest Rate Market
The municipal tax-exempt market has operated within a relatively narrow band since January
1. On January 1, the Bond Buyer's Index (BBI) was at 5.70%. 'The high point was in April at
5.88%; the low point is this week at 5.60%.
Sale Resuits
The City received 7(seven) bids on this sale. The bids were as fioliows:
Rank Bidder
Morgan Keegan (Memphis)
First of America (Michigan)
Piper Jaffray (Twin Cities)
A. G. Edwards (St. Louis)
Smith Bamey (New York)
Dain Bosworth, Inc. (Twin Cities)
Prudential Securities (Chicago)
TIC %
4.88%
4.89%
4.92°!0
4.94%
4.95%
4.96%
4.98%
SAINT PAUL, MN � MI[YNEAPOL[S, MN � BROOKF(EID, W[ � OVERLAND PARK, KS � WASHNGTON, DC � [OWA CtTY, lA
City of Saint Paul Water Utility
June 11, 1997
Page 2
The {owest bid of 4.88°fo was received by Morgan Keegan (Memphis underwriter).
q,�-�19
This issue received significant national interest with underwriters bidding from New York,
Chicago, Memphis, St. Louis, and Michigan as well as the Twin Cities.
We require bidders to submit their bids on a'True Interest Rate" (TIC) basis, so as to refiect
the present vatue ofi their bids and thereby ensure the Utility's award is based on the fowest
cost to the Utility. We have enclosed a bid tabulation form for the issue summarizing the bid
specifics and composition of each underxriting syndicate.
Recommendation
We recommend award of this sale to Morgan Keegan.
Basis of Award
The interest rates received on this issue are well below the planning esiimates used by the
Water Utility and compare fiavorably with current market experience. The Utility had, through
the first part of the year, used 5.4°!o for planning purposes based on earlier market experience.
Generalty, the Utility has over the years hoped to finance this issue at under 5.0°/a.
We have compared this issue's interest rates with other basic utilities selling nationally, with
such comparisons yielding very favorable results for the Utility.
Credit Rating
The Utility received credit ratings of Aa2 and Aa from Moody's Investors Service and Standard
& Poor's, respectively. Standard & Poor's upgraded the Utility's outlook to positive from stable.
These are excel{ent ratings from both agencies.
We are again appreciative of the opportunity to be of service to the Utility. We welcome any
questions or comments on this report.
Respectfuliy,
(�
� , � � ��^
��_� �� � ` �;�_ � � ,�.��
David N. MacGilfivsay
Principal
Di�ector of Project Management
/dmf
Enctosures
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:
v 85 E. SEVENTH PL.iCE, SUITE 100
r SA1NT PAUL, MN 55101-2143
61?-223-3000 FAX:67L223-3002
��
9,� -'1 �°�
SPRINGSTED
Public Fv�mue Adviso�s
$7,000,000
CITY OF SAINT PAUL, MINNESOTA
WATER REVENUE REFUNDING BONDS, SERIES 1997C
(BOOK ENTRY ONLY)
: ,/ \ ��/�r 7 ��
SALE:
June11,1997
Moody's Rating: Aa2
Standard 8 Poor's Rating: AA
interest Netlnterest Truelnterest
Bidder Rates Price Cost Rate
MORGAN KEEGAN & CO., INC.
HUTCHINSON, SHOCKEY, ERLEY &
COMPANY
Mesirow Financial Inc.
FIRST OF AMERICA SECURITIES
MORGAN KEEGAN & CO., INC.
HUTCHINSON, SHOCKEY, ERLEY 8� COMPANY
AND ASSOCIATE
4.75°!0 1998-2006
4.80% 2007
4.90% 2008
5.00% 2009-2012
4.00%
4.a5°!o
4.25%
4.35%
4.45%
4.55%
4.65%
4.70°!0
4.75%
4.80%
4.90°fo
5.00%
5.10%
5.125%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2�08
2009-2010
2011
2�12
$6,984,775.00 $2,573,935.40 4.8805%
$6,941,008.80 $2,576,373.70 4.8910%
(Continued)
SAIN7' PAOL, MN � MINNEAPOLIS, MN BROOKFIELD, WI � OVERLAND PARK, KS � WASHINGTON, DC � IOWA CITY, IA
Y
Interest Netlnterest Truelnterest `
B dder Rates Price Cost Rafe
PIPER JAFFRAY INC.
NORWEST fNVESTMENT SERVICES, INC.
ROBERT W. BAIRD & COMPANY,
INCORPORATED
SECURIT(ES CORPORATION OF iOWA
3.90%
4.15%
4.30%
4.40%
4.50%
4.60%
4.70%
4.75%
4.80%
4.85%
4.90%
5,00%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009-2012
A.G. EDWARDS & SONS, INCORPORA7ED 4.75% 1998-2006
4.80% 2007-2012
SMiTH BARNEY
CRONIN & COMPANY, 1NCORPORATED
4.00%
4.15%
4.30%
4.40%
4.50%
4.60%
4.70%
4.80%
4.85%
4.90°/a
5.00%
5.10%
5.15%
5.20%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008-2009
2010
2011
2012
DAIN BOSWORTH INCORPORATED
PRUDENTIAL SECURITIES, WC.
ABN AMRO CHICAGO CORPORATION
DEAN WiTTER REYNOLDS
INCORPORATED
PAINEWEBBERINCORPORATED
OPPENHEIMER & CO., INC.
4.75% 1998-2005
4.80% 2006
4.90% 2007
5.00% 2008-2012
3.75%
4.10%
4.30%
4.40%
4.50%
4.60%
4.70%
4.80%
4.85%
4.90%
5.00%
5.10%
5.20%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008-20�9
2010
2091-2012
$6,932,123.35
$6,930,000.00
$6,945,356.80
$6,962,715.35
$6,932,726.80
$2,586,921.86
$2,589,05479
$2,610,708.41
$2,608,83923
$2,622,669.66
4.9196%
4.9438%
4.9535%
4.9575%
4.9$09%
(Continued)
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Year
Yield
4.75%
4.75%
4.75°l0
4.75%
4.75%
4.75%
4.75%
4.75°!0
4.75%
4.80%
4.90°l0
5.00%
5.00%
5.00%
5.00%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
3.75%
4.10%
4.30°l0
4.40°!0
4.50%
4.60%
4.70%
4.75%
4.80%
4.85%
4.95%
5.45%
$.15%
520%
5.25%
�,� -���
BBI: 5.60%
Average Maturity: 7.53 Years
�� -1 ��
CITX OF SAINT PAUL
Norm Colemurs, Mayor
June 11, 1997
Council President Thune
Members of the City Council
15 West Kellogg Blvd, 3rd Floor
Saint Paul, Minnesota 55102
OFFICE OF THb MAYOR
OFFICE OF FINANCIAL SERV[CES
laseph ReiG. Director
Shiriey A. Davi.s, Treasurer
IRFASURYSEC!!ON
IS West Kelingg Blvd. Telephone: 612-266-8830
Raom 760 Ciry HaII Facsimi[e: 6I2-266-88-f0
SaintPaut, Minnesota SS102
Dear Council President Thune and Members of the City Council:
Please find attached four subsiitution pages for resolution 97-719 accepting the winning
proposal and awarding the bid for the $7,000,000 Water Revenue Refunding Bonds,
Series 1997C, which is before you this afternoon. Bernie Bullert and I will be prepared
to make a brief presentation on the impact of these changes. The changes simply reflect
the pricing which took place this morning.
If you have any questions concerning these changes, do not hesitate to call me at 266-8836.
Sincerely,
� �
Martha Kantorowicz
��-��q
1 WHEREAS, "Aolder" as used herein means the person in
2 whose name a Bond is registered on the regis�ration books of the
3 City maintained by the registrar appointed as provided in
a paragraph 8(the "Bond Registrar"); and
5
6
7
9
10
li
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
WHEREAS, pursuant to Minnesota Statutes, Section
a75.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds, because the City has retained an independent
financial advisor and this Council has determined to sell the
Bonds by private negotiation, and the City has instead au�horized
a competitive sale without publication of notice thereof as a
form of private negotiation; and
TdHEREAS, Rule 15c2-12 of the Securities and Exchange
Commission prohibits "participating underwriters" from purchasing
or selling the Bonds unless the City undertakes to provide
certain continuing disclosure with respect to the Bonds; and
WHEREAS, proposals for the Bonds have been solicited by
Springsted Incoxporated pursuant to an Official Statement and
Terms of Proposal therein:
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
6
1. Acceptance of Proposal. The proposal of Morgan,
Keegan & Company, Inc. (the "Purchaser"), to purchase $7,000,000
Water Revenue Refunding Bonds, Series 1997C, of the City (the
�'BOnds" or "1997 Bonds", or individually a"Bond" or "1997
Bond�'), in accordance with the Terms of Proposal for the bond
sale, at the rates of interest hereinafter set forth, and to pay
for the Bonds the sum o£ $6,984,775.00, plus interest accrued to
settlement, is hereby found, determined and declared to be the
most favorable proposal received and is hereby accepted, and the
Bonds are hereby awarded to the Purchaser. The Director, Office
of Financial Services, or his designee, is directed to retain the
deposit of the Purchaser and to forthwith return to the others
making proposals their good faith checks or drafts.
2. Title• Oriciinal Issue Date• Denominations;
Maturities. The Bonds shall be titled "Water Revenue Refunding
Bonds, Series 1997C��, shall be dated July 1, 1997, as the date of
original issue and shall be issued forthwith on or a£ter such
date as fully registered bonds. The Bonds shall be numbered from
R-1 upward. Global Certificates shall each be in the
denomination of the entire principal amount maturing on a single
date. Replacement Bonds, if issued as provided in paragraph 6,
sha11 be in the denomination of $5,000 each or in any integral
multiple thereof of a single maturity. The Bonds shall mature on
353732.3 4
�c � —� t1
multiple thereof of a single maturity. The Bonds shall mature on
December 1 in the years and amounts as follows:
Year
1998
1999
2000
2001
2�02
2003
2004
2005
Amount
$730,000
800,000
420,000
225,000
315,OOD
660,000
690,OOD
640,000
Year
2006
2007
2008
2009
2010
2011
2012
Amount
$3?5,000
425,000
595,000
165,000
240,000
400,000
350,000
3. Purpose• RefundinQ Findincrs. The Bonds (together
with other available funds appropriated) shall provide funds for
a current retunding of the Refunded Bonds (the "Refunding"). The
1994 Bonds were issued to finance improvements to the Water
i3tility (the "Improvements"). The proceeds of the Bonds shall be
deposited and used as provided in paragraph 17. The total cost
of the Refunding, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. It is hereby found, determined
and declared that (1) the Refunding is pursuant to Minnesota
Statutes, Section 475.67, and (2) the Refunding is necessary or
desirable for the issuance of obligations bearing a fixed rate of
interest in the case of the 1994 Bonds, which bear interest aC a
rate varying periodically.
4. Interest. The Bonds shall bear interest payable
semiannually on June 1 and December 1 of each year (each, an
"Interest Payment Date"), commencing December 1, 1997, calculated
on the basis of a 360-day year of twelve 30-day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturitv Year Interest Rate Maturity Year Interest Rate
1998
1999
2000
2001
2002
2003
2004
2005
4
4
4
4
4
4
4
4
750
75
75
75
75
75
75
75
2006
2007
2008
2009
2010
2011
2012
4
4
4
5
5
5
5
750
80
90
00
00
00
00
5. Descrit�tion ot the CU1o1�a1 c:erLi=ica�es ac�u
Global Book-Entrv Svstem. Upon their original issuance the Bonds
will be issued in the form of a single Global CerCificate for
353T32.3 5
��-�19
1
2
3
5
6
7
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
3Q
31
32
33
34
35
36
37
38
39
40
41
42
43
(but not if a City officer is the paying agent) or an escrow
agent for such 1997 Bonds on or before that date a sum suf£icient
for the payment thereof in £ull; or i£ any 1997 Bond should not
be paid when due, it may nevertheless be discharged by depositing
with the paying agent (but not i£ a City officer is the paying
agent) or an escrow agent a sum sufficient £or the payment
thereof in full. The City may also discharge any prepayable 1997
Bonds which are called for redemption on any date when they are
prepayable according to their terms, by depositing with the
paying agent (but not if a City officer is the paying agent) or
an escrow agent on or before that date an amount equal to the
principal, interest and redemption premium, i£ any, which are
then due, provided that notice of such redemption has been duly
given as provided in resolution. The City may also aC any
time discharge the issue of the 1997 Bonds in whole or in part by
complying with the applicable provisions of Minnesota Statutes,
Section 475.67, and any amendments thereto, except that the funds
deposited in escrow in accordance with said provisions may buC
need not be in whole or part proceeds of advance refunding bonds.
The City may discharge 1997 Bonds as herein provided without the
consent of any Bondholders.
26. Fiscal Year. As used in this resolution the words
'�fiscal year" shall mean the twelve (12) month period beginning
on January 1 of each year and ending on December 31 of the same
year. Should it be deemed advisable at some later date to change
the fiscal yearly basis, the same may be done by proper actions
to that effect, which change shall not constitute an amendment or
modification o£ this resolution.
27. Appropriation. It is hereby found, determined and
declared that on the date this resolution is adopted, there is
more in the Reserve Account than is required upon the discharge
of the Refunded Bonds. The difference is hereby appropriated to
the 1997 Refunding Account_ The Board's additional initial
appropriation to the 1997 Refunding Account necessary to
accomplish the current refunding of the Refunded Bonds is hereby
recognized and approved.
28. Refunded Bonds; Securitv. Unti1 retirement of the
Refunded Bonds, a11 provisions hereCo£ore made for the security
thereof shall be observed by the City and all of its officers and
agents.
353732.3
45
��-���
29. Redemotion of Refunded Bonds. The Refunded Bonds
sha11 be paid upon early redemption prior to October 1, 1997, all
in accordance with the terms and conditions set forth in the
Notice of Call for Redemption attached hereto as Exhibit A, which
terms and conditions are hereby approved and incorporated herein
by reference. Notice of Call for Redemption in substantially
such form shall be mailed to the paying agent and shall be given
by the paying agent to the holders of the Refunded Bonds at least
ten (10) days prior to the redemption date in the manner provided
for the Refunded Bonds.
30. Records and Certificates. The of£icers of the
City are hereby authorized and directed to prepare and furnish to
the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and
records of the City relating to the Bonds and to the financial
condition and af£airs of the City, and such other a£fidavits,
certificates and information as are required to show the facts
relating to the legality and markeCability of the Bonds as the
same appear from the books and records under their custody and
control or as otherwise known to them, ancl all such certified
copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the
facts recited therein.
31. Neaative Covenants as to Use of Proceeds and
Improvements. The City hereby covenants not to use the proceeds
of the Bonds or to use the Improvements, or to cause or permit
them to be used, or to enter inCo any deferred payment
arrangements for the cost of the Improvements, in such a manner
as to cause the Bonds to be "private activity bonds" within tihe
meaning of Sections 103 and 141 through 150 of the Code. The
City reasonably expects that no actions will be taken over the
term of the Bonds that would cause them to be private activity
bonds, and the average term of the Bonds is not longer than
reasonably necessary for the governmenCal purpose of the issue.
The City hereby covenants not to use the proceeds of the Bonds in
such a manner as to cause the Bonds to be "hedge bonds" within
the meaning of Section 149(g) of the Code.
32. Tax-Exemnt Status of the Bonds• Rebate; Elections_.
The City 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 Bonds, including
without limitation requirements relating to temporary periods £or
investments, limitations on amounts invested at a yield greater
than the yield on the Bonds, and the rebate of excess investment
earnings to the United States.
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a
Preserrted By
Referred To
Council File # 1� � 1 l l
� Mc ���" � GreenSheet# J��7��
�, �., ��
RESOLUTION
�F SAINT PAUL, MINNESOTA ���
Z/r///d
Committee: Dffie
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ACCEPTING PROPOSAL ON SALE OF
$7,000,000 WATER REVENUE REFUNDING
HONDS, SERIES 1997C, AND PROVIDING FOR
THEIR ISSUANCE
WHEREAS, the Director, Office of Financial Services,
has presented proposals received for the sale of $7,000,000 Wate
Revenue Refunding Bonds, Series 1997C (the "Bonds" or "1997
Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
WHEREAS, the proposals set forth on Schedule A attached
hereto were received pursuant to the Terms of Proposal at the
offices of Springsted Incorporated at 10:30 A.M., Central Time,
this same day; and
WHEREAS, the Director, Office of Finan,cial Serv�ces,
has advised this Council that the proposal of /�prqan K@�AU.fI
�„ ���� _� �, was found to be the most °
advantageous and"� has recommended that said proposal be accepted;
and
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WHEREAS, there are currently outstanding bonds of the
City payable from Net Revenues of the City�s Water Utility,
specifically the City's (a) $11,175,000 Water Revenue Bonds,
Series 1993E (the "1993 Bonds"), issued pursuant to a resolution
adopted by this Council on June 15, 1993, of which $7,790,000
remain outstanding, and (b) $10,000,000 Variable Rate Demand
Water Revenue Bonds, Series 1994D (the "1994 Bonds"), issued
pursuant to a resolution adopted by this Council on November 9,
1994, of which $9,600,000 remain outstanding; and
WHEREAS, it is necessary and desirable to provide for
the issuance of the Bonds on a parity of lien with the 1993
Bonds, to refund, in a current re£unding in advance of their
stated maturities, all outstanding 1994 Bonds (also the "Refunded
Bonds"); and
WHEREAS, the Refunded Bonds are optionally redeemable
at any time at a price of par plus accrued interest; and
WHEREAS, refunding the Refunded Bonds (the "Refunding")
is consistent with covenants made with the holders thereof, and
is necessary and desirable for the issuance of obligations
bearing a fixed rate of interest in the case of the 1994 Bonds
which bear interest at a rate varying periodically, in order to
avoid the uncertainty of variable rate debt service; and
WHEREAS, the proceeds of the Refunded Bonds financed
various improvements to the City's municipal water utility (the
"Water Utility"), which has since its acquisition in 1885 been
under the jurisdiction of the Board of Water Commissioners (the
"Board"); and
WHEREAS, the Board and this Council deem it necessary
and expedient to undertake the Refunding; and
WHEREAS, herein the City makes various findings
demonstrating the propriety of the issuance of the Bonds on a
parity with the 1993 Bonds; and
WHEREAS, in accordance with advice received from the
Board, this Council finds, determines and declares that it is
necessary and expedient to provide moneys to finance the
Refunding, continue a Reserve previously established, and provide
for the costs of the issuance of the Bonds from the proceeds of
bonds payable solely from the Net Revenues of the Water Util.ity;
and
WHEREAS, the City has heretofore issued registered
obliqations in certificated form, and incurs substantial costs
associated with their printing and issuance, and substantial
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continuing.transaction costs selating.to their payment, transfer .
and exchange; and
WHEREAS, the City has determined that significant
savings in transaction costs will result from issuing bonds in
"global book-entry form", by which bonds are issued in
certificated form in large denominations, registered on the books
of the City in the name of a depository or its nominee, and held
in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities
clearance and settlement system (the "National System") registers
transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes
payments on the bonds to its Participants shown on its books as
the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System
will do likewise (not as agents of the City) if not the
beneficial owners of the bonds; and
WHEREAS, "Participants" means those financial
institutions for whom the Depository effects book-entry transfers
and pledges of securities deposited and immobilized with the
Depository; and
WFIEREAS, The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of
New York, or any of its successors or successors to its functions
hereunder (the "Depository"), will act as such depository with
respect to the Bonds except as set forth below, and the City has
heretofore delivered a letter of representations (the "Letter of
Representations") setting forth various matters relating to the
Depository and its role with respect to the Bonds; and
WHEREAS, the City will deliver the Bonds in the form of
one certificate per maturity, each representing the entire
principal amount of the Bonds due on a particular maturity
(each a"Global Certificate"), which single certificate per
maturity may be transferred on the City's bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
date
for
WHEREAS, the City will be able to replace the
Depository or under certain circumstances to abandon the "global
book-entry form" by permitting the Global Certificates to be
exchanged for smaller denominations typical of ordinary bonds
registered on the City's bond register; and "Replacement Bonds'�
means the certificates representing the Bonds so authenticated
and delivered by the Bond Registrar pursuant to paragraphs 6 and
12 hereaf; and
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1 WHEREAS, "Holder" as used herein means the person in
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whose name a Bond is registered on the registration books of the
City maintained by the registrar appointed as provided in
paragraph 8 (the "Bond Registrar"); and
WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds, because the City has retained an independent
financial advisor and this Council has determined to sell the
Bonds by private negotiation, and the City has instead authorized
a competitive sale without publication of notice thereo£ as a
form of private negotiation; and
WHEREAS, Rule 15c2-12 of the Securities and Exchange
Commission prohibits "participating underwriters" from purchasing
or selling the Bonds unless the City undertakes to provide
certain continuing disclosure with respect to the Bonds; and
WHEREAS, proposals for
Springsted Incorporated pursuant
Terms of Proposal therein:
the Bonds have been solicited by
to an Official Statement and
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
6
1. Acceptance of Proposal. The proposal of Morgan,
Keegan & Company, Inc. (the "PUrchaser"), to purchase $7,000,000
Water Revenue Refunding Bonds, Series 1997C, of the City (the
"BOnds" or "1997 Bonds'�, or individually a"Bond" or "1997
Bond"), in accordance with the Terms of Proposal for the bond
sale, at the rates of interest hereinafter set forth, and to pay
for the Bonds the sum of $6,984,775.00, plus interest accrued to
settlement, is hereby found, determined and declared to be the
most favorable proposal received and is hereby accepted, and the
Bonds are hereby awarded to the Purchaser. The Director, Office
of Rinancial Services, or his designee, is directed to retain the
deposit of the Purchaser and to forthwith return to the others
making proposals their good faith checks or drafts.
2. Title; Oriciinal Issue Date: Denominations;
Maturities. The Bonds shall be titled "Water Revenue Refunding
Sonds, Series 1997C", shall be dated July 1, 1997, as the date of
original issue and shall be issued forthwith on or after such
date as fully registered bonds. The Bonds shall be numbered from
R-1 upward. Global Certificates sha11 each be in the
denomination of the entire principal amount maturing on a single
date. Replacement Bonds, if issued as provided in paragraph 6,
shall be in the denomination of $5,000 each or in any integral
multiple thereof of a single maturity. The Bonds shall mature on
3537323
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multiple thereof of a single maturity. The Bonds shall mature on
December 1 in the years and amounts as follows:
Year
1998
1999
2000
2001
2002
2043
2004
2005
Amount
$730,000
800,000
420,000
225,000
315,000
660,000
690,000
640,000
Year
2006
2007
2008
2009
2010
2011
2012
Amount
$345,000
425,000
595,000
165,000
240,000
400,000
350,000
3. Purpose; Refunding Findincts. The Bonds (together
with other available funds appropriated) shall provide funds for
a current refunding of the Refunded Bonds (the "Refunding"). The
1994 Bonds were issued to finance improvements to the Water
Utility (the "Improvements"). The proceeds of the Bonds shall be
deposited and used as provided in paragraph 17. The total cost
of the Refunding, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. It is hereby found, determined
and declared that (1) the Refunding is pursuant to Minnesota
Statutes, Section 475.67, and (2) the Refunding is necessary or
desirable for the issuance of obligations bearing a fixed rate of
interest in the case of the 1994 Bonds, which bear interest at a
rate varying periodically.
4. Interest. The Bonds shall bear interest payable
semiannually on 3une 1 and December 1 of each year (each, an
"Interest Payment Date"), commencing December 1, 1997, calculated
on the basis of a 360-day year of twelve 30-day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturitv Year Interest Rate Maturitv Year Interest Rate
1998
1999
2000
2001
2002
2003
2004
20�5
4.75�
4.75
4.75
4.75
4.75
4.75
4.75
4.75
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2007
2008
2009
201�
2011
2012
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75%
80
90
00
OQ
00
00
5. DescriAtion of the Global Certificates and
Global Book-Entrv Svstem. Upon their original issuance the Bonds
will be issued in the form of a single Global Certificate for
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each maturity, deposited with the Depositosy by the Purchaser and
immobilized as provided in paragraph 6. No beneficial owners of
interests in the Bonds will receive certificates representing
their respective interests in the Bonds except as provided in
paragraph 6. Except as so provided, during the term of the
Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership} of interests in the Global Certificates
will be reflected by book entries made on the records of the
Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal of the Bonds, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Bond Registrar as paying agent, and in turn by the Bond Registrar
to the Depository or its nominee as registered owner of the
Global Certificates, and the Depository according to the laws and
rules governing it will receive and forward payments on behalf of
the bene£icial owners of the Global Certificates.
Payment of principal of, premium, if any, and interest
on a Global Certificate may in the City's discretion be made by
such other method of transferring funds as may be requested by
the Holder of a Global Certificate.
C=�
Pursuant to
the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original
delivery of the Bonds the Purchaser will deposit the Global
Certificates representing all of the Bonds with the Depository.
The Global Certificates shall be in typewritten form or otherwise
as acceptable to the Depository, shall be registered in the name
of the Depository or its nominee and shall be held immobilized
from circulation at the offices of the Depository on behalf of
the Purchaser and subsequent bondowners. The Depository or its
nominee will be the sole holder of record of the Global
Certificates and no investor or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is
to receive, hold or deliver any bond certificates so long as the
Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in
paragraph 12.
Certificates evidencing the Bonds may not after their
original delivery be transferred or exchanged except:
(i) Upon registration of transfer of ownership of a
Global Certificate, as provided in paragraph 12,
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(ii) To any successor of the Depository (or its
nominee) or any substitute depository (a "substitute
depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository
or any substitute depository must be both a"clearing
corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a
qualified and registered "clearing agency" as provided in
Section 17A of the Securities Exchange Act o£ 1934, as
amended,
(iii) To a substitute depository designated by and
acceptable to the City upon (a) the determination by the
Depository that the Bonds shall no longer be eligible for
its depository services or (b) a determination by the City
that the Depository is no longer able to carry out its
functions, provided that any substitute depository must be
qualified to act as such, as provided in clause (ii) of this
subparagraph, or
(iv) To those persons to whom transfer is requested
in written transfer instructions in the event that:
(a) the Depository shall resign or discontinue
its services for the Bonds and the City is unable to
locate a ssbstitute depository within two (2) months
following the resignation or determination of
non-eligibility, or
(b) upon a determination by the City in its sole
discretion (1) that the continuation of the book-entry
system described herein, which precludes the issuance
of certificates (other than Global Certificates) to any
Holder other than the Depository (or its nominee),
might adversely affect the interest of the beneficial
owners of the Bonds, or (2) that it is in the best
interest of the beneficial owners of the Bonds that
they be able to obtain certificated bonds,
in either of which events the City shall notify Holders of
its determination and of the availability of certificates
(the "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will
be conducted as provided in paragraphs 9B and 12 hereof.
In the event of a succession of the Depository as may
be authorized by this paragraph, the Bond Registrar upon
presentation of Global Certificates shall register their transfer
to the substitute or successor depository, and the substitute or
successor depository shall be treated as the Depository for all
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puxposes and functions under this
Representations shall not apply to
depository unless the City and the
depository so agree, and a simila
7. Redemption.
resolution. The Letter of
a substitute or successor
substitute or successor
r agreement may be entered into_
(a) Optional Redemption; Due Date. All Bonds maturing
after December 1, 2005, shall be subject to redemption and
prepayment at the option of the City on such date and on any day
thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of Che Bonds subject to prepayment.
If redemption is in part, those Bonds remaining unpaid may be
prepaid in such order of maturity and in such amount per maturity
as the City sha11 determine; and if only part of the Bonds having
a common maturity date are called for prepayment, the Global
Certificates may be prepaid in $5,000 increments of principal
and, if applicable, the specific Replacement Bonds to be prepaid
shall be chosen by lot by the Bond RegisCrar. 8onds or portions
thereof called for redemption shall be due and payable on the
redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
(b) Notation on Global Certificate. Upon a reduction in
the aggregate principal amount of a Global Certificate, the
Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so
redeemed, or may return the Global Certificate to the Bond
Registrar in exchange for a new Global Certificate authenticated
by the Bond Registrar, in proper principal amount. Such
notation, if made by the Holder, shall be for reference only, and
may not be relied upon by any other person as being in any way
determinative of the principal amount of such Global Certificate
outstanding, unless the Bond Registrar has signed the appropriate
column of the panel.
(c) Selection of Replacement Bonds. To effect a partial
redemption of Replacement Bonds having a common maturity date,
the Bond Registrar prior to giving notice of redemption shall
assign to each Replacement Bond having a common maturity date a
distinctive number for each $5,000 of the principal amount of
such Replacement Bond. The Bond Registrar shall then select by
lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Replacement
Bonds, as many numbers as, at $5,000 for each number, shall equal
the principal amount of such Replacement Bonds to be redeemed.
The Replacement Bonds to be redeemed shall be the Replacement
Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be
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redeemed as shall equal $5,000 £or each number assigned to it and
so selected.
(d) Partial Redemption of Replacement Bonds. If a
Replacement Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the City and Bond Registrar duly executed by the
Holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Replacement Bond, without service charge, a new Replacement Bond
or Bonds of the same series having the same stated maturity and
interest rate and of.any authorized denomination or
denominations, as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed
portion o£ the principal of the Bond so surrendered.
(e) Recruest for Redemption. The Bond Registrar shall call
Bonds for redemption and payment as herein provided upon receipt
by the Bond Registrar at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the
Bond Registrar is other than a City officer. Such request shall
specify the principal amount of Bonds to be called for redemption
and the redemption date.
(f) Notice. Mailed notice of redempti
the gaying agent (if other than a City office
affected Holder. If and when the City shall
Bonds for redemption and payment prior to the
thereof, the Bond Registrar shall give writte
of the City of its intention to redeem and pay suc
office of the Bond Registrar. Notice of redempti
given by first class mail, postage prepaid, maile
thirty (30) days prior to the redemption date, to
Bonds to be redeemed, at the address appearing in
Register. All notices of redemption shall state:
(i)
(ii)
The redemption date;
The redemption price;
be given
o each
of the
maturity
in the
h Bonds at
on shall be
d not less t
each Holder
the Bond
to
name
the
han
of
(iii) If less than all outstanding Bonds are to be
redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the Bonds
to be redeemed;
(iv) That on the redemption date, the redemption price
will become due and payable upon each such Bond, and that
353732.3
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on shall
r) and t
call any
stated
n notice
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interest thereon shall cease to accrue from and after said
date; and
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(v) The place where such Bonds are to be surrendered
for payment of the redemption price (which shall be the
office of the Bond Registrar).
(g) Notice to Depositorv. Notices to The Depository Trust
Company or its nominee shall contain the CUSIP numbers of the
Bonds. If there are any Holders of the Bonds other than the
Depository or its nominee, the Bond Registrar shall use its best
efforts to deliver any such notice to the Depository on the
business day next preceding the date of mailing of such notice to
all other Holders.
8. Bond Reqistrar. First Trust National Association
in Saint Paul, Minnesota, is appointed to act as bond registrar
and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond
Registrar is duly appointed, all pursuant to any contract the
City and Bond Registrar shall execute which is consistent
herewith. A successor Bond Registrar shall be an officer of the
City or a bank or trust company eligible for designation as bond
registrar pursuant to Minnesota Statutes, Chapter 475, and may be
appointed pursuant to any contract the City and such successor
Bond Registrar shall execute which is consistent herewith. The
Bond Registrar shall also serve as paying agent unless and until
a successor paying agent is duly appointed. Principal and
interest on the Bonds shall be paid to the Holders (or record
holders) of the Bonds in the manner set forth in the forms of
Bond and paragraph 14 of this resolution.
9. Forms of Bond. The Bonds sha11 be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form o£ bond may
contain such additional or different terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
A. G1oba1 Certificates. The Global Certificates,
together with the Certificate of Registration, the Register of
Partial Payments, the form of Assignment and the registration
information thereon, shall be in substantially the £ollowing form
and may be typewritten rather than printed:
353732.3
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R-
INTEREST
RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
WATER REVENUE REFUI3DIATG
BOND, SERIES 1997C
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MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
December 1,
iiZiSilFe\:b:
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of registration below, or registered assigns, solely from the
source and in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on June 1 and December 1 of each year (each, an
"Interest Payment Date"), commencing December 1, 1997, at the
rate per annum specified above (calculated on the basis of a
360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from
the most recent Interest Payment Date to which interest has been
paid or, if no interest has been paid, from the date of original
issue hereof. The principal of and premium, if any, on this Bond
are payable in same-day funds by 2:30 p.m., Eastern time, upon
presentation and surrender hereof at the principal office of
in , Minnesota (the
"Bond Registrar"), acting as paying agent, or any successor
paying agent duly appointed by the Issuer; provided, however,
that upon a partial redemption of this Bond which results in the
stated amount hereof being reduced, the Holder may in its
discretion be paid without presentation of this Bond, which
payment shall be received no later than 2:30 p.m., Eastern time,
and may make a notation on the panel provided herein of such
redemption, stating the amount so redeemed, or may return the
Bond to the Bond Registrar in exchange for a new Bond in the
proper principal amount. Such notation, i£ made by the Holder,
shall be for reference only, and may not be relied upon by any
other person as being in any way determinative of the principal
July 1, 1997
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amount of this Bond outstanding, unless the Bond Registrar has
signed the appropriate column of the panel. Interest on this
Bond will be paid on each Interest Payment Date in same-day funds
by 2:30 p.m., Eastern time, to the person in whose name this Bond
is registered (the "Holder" or "BOndholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the
fifteenth day of the calendar month next preceding such Interest
Payment Date (the "Regular Record Date"). Interest payments
shall be received by the Iiolder no later than 2:30 p.m., Eastern
time; and principal and premium payments shall be received by the
Holder no later than 2:30 p.m., Eastern time, if the Bond is
surrendered for payment enough in advance to permit payment to be
made by such time. Any interest not so timely paid shall cease
to be payable to the person who is the Aolder hereof as of the
Regular Record Date, and shall be payable to the person who is
the Holder hereof at the olose of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money
becomes available for paymenC of the defaulted interest. Notice
of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America.
Date of Pavment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Bond sha11 be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Bond Registrar is located
are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redemption. All Bonds of this issue (the "Bonds")
maturing after December 1, 2005, are subject to redemption and
prepayment at the option of the Issuer on such date and on any
day therea£ter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining
unpaid may be prepaid in such order of maturity and in such
amount per maturity as the City shall determine; and if only part
of the Bonds having a common maturity date are called for
prepayment, this Bond may be prepaid in $5,000 increments of
principal. Bonds or portions thereof called for redemption shall
be due and payable on the redemption clate, and interest thereon
shall cease to accrue from and after the redemption date.
353732.3 �-2
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Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City offiaer)
and to each affected Holder of the Sonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than thirty (30)
days prior to the redemption date to each Aolder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
fteplacement or Notation of Bonds after Partial
Redemption. Upon a partial redemption of this Bond which results
in the stated amount hereof being reduced, the Holder may in its
discretion make a notation on the panel provided herein of such
redemption, stating the amount so redeemed. Such notation, if
made by the Holder, shall be for reference only, and may not be
relied upon by any other person as being in any way determinative
of the principal amount of the Bond outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
Otherwise, the Holder may surrender this Bond to the Bond
Registrar (with, if the Issuer or Bond Registrar so requires, a
written instrument of transfer in form satisfactory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in writing) and the Issuer
shal� execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without
service charge, a new Bond of the same series having the same
stated maturity and interest rate and of the authorized
denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance: Purpose; Special Obligation. This Bond is
one of an issue in the total principal amount of $7,000,000, all
of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota and Che
Charter of the Issuer, and pursuant to a resoluCion adopted by
the City Council of the Issuer on June 11, 1997 (the "Resolu-
tion"), for the gurpose of providing, together with certain other
moneys of the Issuer, funds sufficient for a current refunding of
the Issuer's outstandinq Variable Rate Demand Water Revenue
Bonds, Series 1994D. The Bonds and the interest thereon are
payable solely and exclusively from the Net Revenues of the Water
utility of the Issuer pledged to the payment thereof, and do not
constitute a debt of the Issuer or of the Saint Paul Board of
Water Commissioners within the meaning of any constitutional,
Charter or statutory limitation of indebtedness. In the event of
any default hereunder, the Holder of this Bond may exercise any
of the rights and privileges granted by the laws of the State of
353732.3 13
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1 Minnesota, subject to-the provisions of the Resolution. The
2 Bonds of this issue, together with the Water Revenue Bonds,
3 Series 1993E, issued in the principal amount of $11,175,000, are
4 a first and prior lien upon the Net Revenues of the Water Utility
5 of the Issuer, except that the Issuer is authorized under certain
6 conditions to issue additional revenue obligations on a parity of
7 lien with these Bonds, all as provided in the Resolution.
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Action by Holders. The Holders of twenty percent (20°s)
or more in aggregate principal amount of Bonds at any time
outstanding may, either at law or in equity, by suit, action, or
other proceedings, protect and enforce the rights of all Holders
of Bonds then outstanding, or enforce and compel the performance
o£ any and all of the covenants and duties specified in the
Resolution to be performed by the Issuer or the Board of Water
Commissioners or their officers and agents; provided, however,
that nothing shall affect or impair the right of any Bondholder
to enforce the payment of the principal of and interest on any
Bond at and after the maturity thereof, or the obligation of the
Issuer to pay the principal of and interest on each of the Bonds
issued to the respective Holders thereof at the time and place,
from the source and in the manner provided in the Bonds.
Denominations; Exchanae; Resolution. The Bonds are
issuable originally only as Global Certificates in the
denomination of the entire principal, amount of the issue maturing
on a single date, or, if a portion of said principal is prepaid,
said principal amount less the prepayment. G1oba1 Certi£icates
are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in
exchange for Replacement Bonds if then available. Replacement
Bonds, if made available as provided below, are issuable solely
as fully registered bonds in the denominations of $5,000 and
integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Replacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository shall resign or
its services for the Bonds, and only if
unable to locate a substitute depository
353732.3
14
discontinue
the Issuer is
within two (2)
9'l -'1 �°�
months following the resignation-or determination of
non-eligibility, or
ib) upon a determination by the Issuer in its
sole discretion (1) that the continuation of the
book-entry system described in the Resolution, which
precludes the issuance of certificates (other than
Global Certificates) to any Holder other than the
Depository (or its nominee), might adversely affect the
interest of the beneficial owners of the Bonds, or (2)
that it is in the best interest of the beneficial
owners of the Bonds that they be able to obtain
certificated bonds.
Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registration to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the certificate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person exclusively entitled to exercise all the
rights and powers of an owner until this Bond is presented with
such assignment for registration of transfer, accompanied by
assurance 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 Bond Registrar, all subject to
the terms and conditions provided in the Resolution and to
reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar. Transfer of this Bond
may, at the direction and expense of the Issuer, be subject to
certain other restrictions if required to qualify this Bond as
being "in registered form" within the meaning of Section 149(a)
of the federal Internal Revenue Code of 1986, as amended.
Fees uoon Transfer or Loss. The Bond Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding
transfers and lost Bonds.
Treatment of Reqistered Owner. The Issuer and Bond
Registrar may treat the person in whose name this Bond is
registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided with
respect to the Record Date) and for all other purposes, whether
or not this Bond shall be overdue, and neither the Issuer nor the
Bond Registrar shall be affected by notice to the contrary.
353732.3 1 5
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1 Authentication This Bond shall not be valid or become
2 obligatory for any puxpose or be entitled to any security unless
3 the Certificate of Authentication hereon shall have been executed
4 by the Bond Registrar.
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Not Oualified Tax-Exempt Obligations. The Bonds have
not been designated by the Issuer as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. The Bonds do not
qualify for such designation.
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 Issuer to be done,
to happen and to be performed, precedent to and in the issuance
of this Bond, have been done, have happened and have been
performed, in regular and due form, time and manner as required
by law; that this Bond, together with all other debts of the
Issuer outstanding on the date of original issue hereof and on
the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter
limitation of indebtedness; and that the Issuer will establish
rates and charges for the water service furnished by its Water
Utility sufficient in amount to promptly meet the principal and
interest requirements of this issue.
IN WITNESS WHEREOF, the City of Saint Pau1, Ramsey
County, Minnesota, by its City Council has caused this Bond to be
sealed with its official seal and to be executed on its behal£ by
the photocopied facsimile signature of its Mayor, attested by the
photocopied facsimile signature of its Clerk, and countersigned
by the photocopied facsimile signature of its Director, Office of
Financial Services.
353732.3
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��-1��
Date of Registration:
BOND REGISTRAZ2'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution
mentioned within.
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COiTNTY, MINNESOTA
Mayor
Attest:
Bond Registrar �
By
Authorized Signature
(SEAL)
City Clerk
Countersigned:
Director, Office of
Financial Services
Water Revenue Refunding Bond, Series 1997C, No. R-
353T52.3 17
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CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached
Bond may be made only by the registered owner or his, her or its
legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
353732.3 1g
°��-� �°�
REGISTER OF FARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the
dates and in the amounts noted below:
Signature of Signature of
Date Amount Bondholder Bond Reaistrar
If a notation is made on this register, such notation has the
effect stated in the attached Sond. Partial payments do not
require the presentation of the attached Bond to the Bond
Registrar, and a Holder could fail to note the partial payment
here.
353732.3 7-9
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, sha11 be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM
TEN ENT
JT TEN -
�iyYui_�
353732.3
- as tenants in oommon
- as tenants by the entireties
as joint tenants with right of survivorship
and not as tenants in common
as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
20
�� �1��
ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the attached Bond and does
hereby irrevocably constitute and appoint
attomey to transfer
the Bond on the books kept for the registration thereof, with
full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the
name as it appears upon the face of
the attached Bond in every
particular, without alteration or
any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges or any other ��Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this
Bond unless the information concerning the transferee requested
below is provided.
Name and Address:
(Include information for all joint owners if
the Bond is held by joint account.)
3537323 21
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1 B. Replacement Bonds. If the City has notified
2 Holders that Replacement Bonds have been made available as
3 provided in paragraph 6, then for every Bond thereafter
4 transferred or exchanged (including an exchange to reflect the
5 partial prepayment of a Global Certificate not previously
6 exchanged for Replacement Bonds) the Bond Registrar shall deliver
7 a certificate in the form of the Replacement Bond rather than the
8 Global Certificate, but the Holder of a Global Certificate shall
9 not otherwise be required to exchange the Global Certificate for
10 one or more Replacement Bonds since the City recognizes that some
li beneficial owners may prefer the convenience of the Depository's
12 registered ownership of the Bonds even though the entire issue is
13 no longer required to be in global book-entry form. The
14 Replacement Bonds, together with the Bond Registrar's Certi£icate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
18
3537323 22
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
�
WATER REVENUE REF`UNDING
BOND, SERIES 1997C
INTEREST
RATE
MATURITY DATE OF
DATE ORIGINAL ISSUE
CUSIP
July 1, 1997
REGISTERED OWNER:
PRTNCIPAI, AMOiTNT:
DOLLARS
IZNOW ALL PERSONS BY THESE PRESENTS that the City o£
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, solely from the source and in the manner hereinafter set
forth, the principal amount speci£ied above, on the maturity date
specified above, unless called for earlier redemption, and to pay
interest thereon semiannually on June 1 and December 1 of each
year (each, an "Interest Payment Date"), commencing December 1,
1997, at the rate per annum specified above (calculated on the
basis of a 360-day year of twelve 30-day months) until the
principal sum is paid or has been provided for. This Bond will
bear interest from the most recent Tnterest Payment Date to which
interest has been paid or, if no interesC has been paid, from the
date of original issue hereof. The principal of and premium, if
any, on this Bond are payable upon presentation and surrender
hereof at the principal office of ,
in , (the "Bond Registrar��), acting
as paying agent or any successor paying agent duly appointed by
the Issuer. Interest on this Bond will be paid on each Interest
Payment Date by check or draft mailed to the person in whose name
this Bond is registered (the "Holder" or "Bondholder'�) on the
registration books of the Issuer maintained by the Bond Registrar
and at the address appearing thereon at the close of business on
the fifteenth day of the calendar month next preceding such
Interest Payment Date (the "Regular Record Date"). Any interest
not so timely paid shall cease to be payable to the person who is
the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of
business on a date (the "Special Record Date��) fixed by the Bond
353732.3 2 3
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Registrar whenever money becomes available for payment o£ the
defaulted interest. Notice of the Special Record Date shall be
given to Bondholders not less than ten days prior to the Special
Record Date. The principal of and premium, if any, and interest
on this Bond are payable in lawful money of the United States of
America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
FOR ALi, PURPOSES HAVE THE SAMS EFFECT AS IF SET FORTH HERE.
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 Issuer to be done,
to happen and to be performed, precedent to and in the issuance
of this Bond, have been done, have happened and have been
performed, in regular and due form, time and manner as required
by law; that this Bond, together with all other debts of the
Issuer outstanding on the date of original issue hereof and on
the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter
limitation of indebtedness; and that the Issuer will establish
rates and charges for the water service furnished by its Water
Utility sufficient in amount to promptly meet the principal and
interest requirements of this issue.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
County, Minnesota, by its City Council has caused this Bond to be
sealed with its official seal or a facsimile thereof and to be
executed on its behalf by the original or facsimile signature of
its Mayor, attested by the original or facsimile signature of its
Clerk, and countersigned by the original or facsimile signature
of its Director, Office of Financial Services.
3537323 24
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Date of Registration:
BOND REGISTRP.R'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar �
By
Authorized Signature
(SEAL)
353732.3
Registrable by:
Payable at: _
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
25
°1'1-�l �°,
ON REVERSE OF BOND
Date of Pavment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, 1ega1 holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Bond Registrar is located
are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redemption. All Bonds of this issue (the "BOnds")
maturing after December 1, 2005, are subject to redemption and
prepayment at the option of the Issuer on such date and on any
day thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining
unpaid may be prepaid in such order of maturity and in such
amount per maturity as the City shall determine; and if only part
of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by
lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the
redemption date.
Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than Chirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the ��CUSIP"
numbers assigned to the Sonds sha11 be used.
Selection of Bonds for Redemotion. To effect a partial
redemption of Bonds having a common maturity date, the Bond
Registrar shall assign to each Bond having a common maturity date
a distinctive number for each $5,000 of the principal amount of
such Bond. The Bond Registrar shall then select by lot, using
such method of selection as it shall deem proper in its
discretion, from the numbers assigned to the Bonds, as many
numbers as, at $5,000 for each number, shall equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount o£
353732.3 2 6
°1'1-'1 l�
1 such Bond of a denomination of more than $5,000 shall be redeemed
2 as shall equal $5,000 for each number assigned to it and so
3 selected. If a Bond is to be redeemed only in part, it shall be
4 surrendered to the Bond Registrar (with, if the Issuer or Bond
5 Registrar so requires, a written instrument of transfer in form
6 satisfactory to the Issuer and Bond Registrar duly executed by
7 the Holder thereof or his, her or its attorney duly authorized in
8 writing) and the Issuer shall execute (if necessary) and the Bond
9 Registrar sha11 authenticate and deliver to the Holder of such
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Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by
such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion o£ the principal of the Bond
so surrendered.
Issuance; Purpose: Special Obliaation. This Bond is
one of an issue in the total principal amount of $7,000,000, all
of like date of original issue and tenor, except as to number,
maturiCy, inCerest rate, denomination and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State o£ Minnesota and the
Charter of the Issuer, and pursuant to a resolution adopted by
the City Council of the Issuer on June il, 1997 ithe
"Resolution"), for the purpose of providing, together with
certain other moneys of the Issuer, funds sufficient for a
current refunding of the Issuer's outstanding Variable Rate
Demand Water Revenue Bonds, Series 1994D. The Bonds and the
interest thereon are payable solely and exclusively from the Net
Revenues of the Water Utility of the Issuer pledged to the
payment thereof, and do not constitute a debt of the Issuer or of
the Saint Paul Board of Water Commissioners within the meaning of
any constitutional, Charter or statutory limitation of
indebtedness. In the event of any default hereunder, the Holder
of this Bond may exercise any of the rights and privileges
granted by the laws of the State of Minnesota, subject to the
provisions of the Resolution. The Bonds of this issue, together
with the Water Revenue Bonds, Series 1993E, issued in the
principal amount of $11,175,000, are a first and prior lien upon
the Net Revenues of the Water Utility of the Issuer, except that
the Issuer is authorized under certain conditions to issue
additional revenue obligations on a parity of lien with these
Bonds, all as provided in the Resolution.
Action by Holders. The Holders of twenty percent t20%)
or more in aggregate principal amount o£ Bonds at any time
outstanding may, either by law or in equity, by suit, action, or
other proceedings, protect and enforce the rights o£ all Holders
of Bonds then outstanding, or enforce and compel the performance
of any and all of the covenants and duties specified in the
353T523 2 7
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Resolution to be performed by the Issuer or the Board of Water
Commissioners or their officers and agents; provided, however,
that nothing shall affect or impair the right of any Bondholder
to enforce the payment of the principal of and interest on any
Bond at and after the maturity thereof, or the obligation of the
Issuer to pay the principal of and interest on each of the Bonds
issued to the respective Holders thereof at the time and place,
from the source and in the manner provided in the Bonds_
Denominations: Exchanae; Resolution. The Bonds are
issuable solely as fully registered bonds in the denominations of
$5,000 and integral multiples thereof of a single maturity and
are exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Re£erence is hereby made to the Resolution for a description o£
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Transfer. This Bond is transferable by the Holder in
person or by his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and to reasonable
regulations of.the Issuer-contained in any agreement with the
Bond Registrar. Thereupon the Issuer shall execute and the Bond
Registrar shall authenticate and deliver, in exchange £or this
Bond, one or more new fully, registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar
designation), of an authorized denomination or denominations, in
aggregate principal amount equal to the principal amount of this
Bond, of the same maturity and bearing interest at the same rate.
Fees uQon Transfer or Loss. The Bond Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding
transfers and lost Bonds.
Treatment of Reaistered Owner. The Issuer and Bond
Registrar may treat the person in whose name this Bond is
registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided on the
reverse side hereof with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and
neither the Issuer nor the Bond Registrar shall be affected by
notice to the contrary.
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Authentication This Bond shall not be valid or become
obligatoYy for any purpose or be entitled to any security unless
the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Not Oualified Tax-Exemnt Obliaations. The Bonds have
not been designated by the Issuer as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. The Bonds do not
qualify for such designation.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, shall be construed as though they were
written out in full according to applicable law regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the within Bond and does hereby irrevocably constitute and
appoint attorney to transfer the Bond on
the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the
name as it appears upon the face of
the within Bond in every
particular, without alteration or
any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this
Bond unless the information concerning the transferee requested
below is provided.
Name and Address:
(Include information for all joint owners if
the Bond is held by joint account.)
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10. Execution The Bonds shall be executed on behalf
of the City by the signatures of its Mayor, Clerk and Director,
Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied facsimile; and provided further that any of such
signatures may be printed or photocopied facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or
disabled officer. In case an}r such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Sonds, such
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication; Date of Recristration. No Bond
shall be valid or obligatory for any purpose or be entitled to
any security or benefit under this resolution unless a
Certificate of Authentication on such Bond, substantially in the
form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certificates to the Purchaser, the Sond Registrar sha11 insert as
the date of registration the date of original issue, which date
is July 1, 1997. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Registration; Transfer; Exchanae. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the registration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
A Global Certificate shall be registered in the name of
the payee on the books of the Bond Registrar by presenting the
Global Certificate for registration to the Bond Registrar, who
will endorse his or her name and note the date of registration
opposite the name of the payee in the certificate of registration
on the Global Certificate. Thereafter a Global Certificate may
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be transferred by delivery with an assignment duly executed by
the Holder or his, her or its legal representative, and the City
and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until
a Global Certificate is presented with such assignment £or
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 thereon
by the Bond Registrar, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the
City contained in any agreement with, or notice to, the Bond
Registrar.
Transfer of a Global Certificate may, at the direction
and expense of the City, be subject to other restrictions if
required to qualify the Global Certificates as being "in
registered form" within the meaning of Section 149(a) of the
federal Internal Revenue Code of 1986, as amended,
If a Global Certificate is to be exchanged for one or
more Replacement Bonds, all of the principal amount of the Global
Certificate shall be so exchanged.
Upon surrender for transfer of any Replacement Bond at
the principal office of the Bond Registrar, the City shall
execute (if necessary), and the Bond RegisCrar shall
authenticate, insert the date of registration (as provided in
paragraph 11) of, and deliver, in the name of the designated
transferee or transferees, one or more new Replacement Bonds of
any authorized denomination or denominations of a like aggregate
principal amount, having the same stated maturity and interest
rate, as requested by the transferor; provided, however, that no
Bond may be registered in blank or in the name of "bearer" or
similar designation.
At the option of the Holder of a Replacement Bond,
Replacement Bonds may be exchanged for Replacement Bonds of any
authorized denomination or denominations of a like aggregate
principal amount and stated maturity, upon surrender of the
Replacement Bonds to be exchanged at the principal office of the
Bond Registrar. Whenever any Iteplacement Bonds are so
surrendered for exchange, the City shall execute (if necessary),
and the Bond Registrar shall authenticate, insert the date of
registration of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. Global
Certi£icates may not be exchanged for Global Certificates of
smaller denominations.
Al1 Bonds surrendered upon any exchange or transfer
provided for in this resolution shall be promptly cancelled by
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5 Bonds shall be valid special obligations of the City evidencing
6 the same debt, and entitled to the same benefits under this
7 resolution, as the Bonds surrendered for such exchange or
8 transfer.
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Every Bond presented or surrendered for transfer or
exchange shall be duly endorsed or be accompanied by a written
instrument of transfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its
attorney duly authorized in writing.
The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable
in connection with the transfer or exchange of any Bond and any
1ega1 or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable
regulations of the City contained in any agreement with, or
notice to, the Bond Registrar, including regulations which permit
the Bond Registrar to close its transfer books between record
dates and payment dates.
13. Riahts Ubon Transfer or Exchange. &ach Bond
delivered upon transfer of or in exchange for or in lieu of any
other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
14. Interest Payment: Record Date. Interest on any
Global Certificate shall be paid as provided in the first
paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder'�) on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (15th) day of the calendar
month next preceding such Interest Payment Date (the "Regular
Record Date"). Any such interest not so timely paid shall cease
to be payable to the person who is the Holder thereof as of the
Regular Record Date, and shall be payable to the person who is
the Holder thereof at the close of business on a date (the
"Special Record Date"1 fixed by the Bond Registrar whenever money
becomes available £or payment of the de£aulted interest. Notice
of the Special Record Date shall be given by the Bond Registrar
to the Aolders not less than ten (10) days prior to the Special
Record Date.
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15. Holders• Treatment o£ ReQistered Owner; Consent of
Iiolders.
(A) For the purposes of all actions, consents and other
matters affecting Iiolders of the Bonds, other than payments,
redemptions, and purchases, the City may {but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner
of the Bond instead of the person in whose name the Bond is
registered. For that purpose, the City may ascertain the
identity of the beneficial owner of the Bond by such means as the
Bond Registrar in its sole discretion deems appropriate,
including but not limited to a certificate from the person in
whose name Che Bond is registered identifying such beneficial
owner.
(B} The City and Bond Registrar may treat the person in
whose name any Bond is registered as the owner of such Bond for
the purpose of receiving payment of principal of and premium, if
any, and interest isubject to the payment provisions in paragraph
14 above) on, such Bond and for all other purposes whatsoever
whether or not such Bond shall be overdue, and neither the City
nor the Bond Registrar shall be affected by notice to the
contrary.
(C) Any consent, request, direction, approval, objection or
other instrument to be signed and executed by the Holders may be
in any number of concurrent writings of similar tenor and must be
signed or executed by such Aolders in person or by agent
appointed in writing. Proof of the execution of any such
consent, request, direction, approval, objection or other
instrument or of the writing appointing any such agent and of the
ownership of Bonds, if made in the following manner, shall be
sufficient for any of the purposes of this resolution, and shall
be conclusive in favor of the City with regard to any action
taken by it under such request or other instrument, namely:
(1) The fact and date of the execution by any person of
any such writing may be proved by the certificate of any
officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person
signing such writing acknowledged before him the execution
thereof, or by an a£fidavit of any witness to such
execution.
(2) Subject to the provisions of subparagraph (A)
above, the fact of the ownership by any person of Bonds and
the amounts and numbers of such Bonds, and the date of the
holding of the same, may be proved by reference to the bond
register.
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16. Deliverv; Application of Proceeds. The Global
Certificates when so prepared and executed shall be delivered by
the Director, O£fice of Financial Services, to the Purchasex upon
receipt of the purchase price, and the Purchaser shall not be
obliged to see to the proper application thereof.
17. Fund and Accounts. For the convenience and proper
administration of the proceeds from the sale of the 1997 Bonds
and for the payment of principal of and interest on the 1997
Bonds, the Board of Water Commissioners Water Utility Enterprise
Fund (the "Water Utility Fund", heretofore in resolutions
relating to the 1993 Bonds and 1994 Bonds also referred to as the
"Water Utility Fund") heretofore created shall continue in force
and e£fect as a separate fund of the City and of the Board until
a11 of the 1997 Bonds are fu11y paid and retired. In the Water
Utility Fund there is hereby created a 1997 Refunding Account and
in addition there are, and there shall continue to be, the
following accounts:
(a) A"1997 Refunding Account", to which shall be
credited all proceeds of the sale of the 1997 Bonds,
together with any other moneys provided by the City as set
forth in paragraph 27. The 1997 Refunding Account shall be
used to pay the 1993 Bonds upon their early redemption and
to pay the costs of issuing the 1997 Bonds. The moneys in
the 1997 Refunding Account shall be used solely for the
purposes herein set forth and for no other purpose, except
that any surplus in the 1997 Refunding Account shall be
deposited in the Revenue Bond Debt Service Account.
(b) An "O�eration and Maintenance Account", into which
shall be paid all gross revenues and earnings derived from
the operation of the Water Utility system including any
assessments which may from time to time be levied with
respect to the Water Utility. From this account there shall
be paid all, but only, current expenses of said system.
Current expenses shall include the reasonable and necessary
costs of administering, operating, maintaining and insuring
the system, salaries, wages, costs of materials and
supplies, costs of water production and distribution,
necessary legal, engineering and auditing services, and a11
other items which, by sound accounting practices, constitute
normal, reasonable and current costs of operation and
maintenance, but excluding any allowance for depreciation,
extraordinary repairs and payments into the Revenue Bond
Debt Service Account and Reserve Account. There shall at
all times be maintained in said account a reserve in an
amount sufficient to cover the operation and maintenance
costs of the Water Utility system for the ensuing fifteen
(15? day period; neither said reserve nor any annual
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addition thereto shall constitute "Net Revenues" as defined
below. The balance from time to time remaining in the
Operation and Maintenance Account, including interest or
other earnings received from the investment of any moneys in
the Water Utility Fund, after paying or providing for the
foregoing items, shall constitute, and are referred to in
this resolution as, "Net Revenues"_ Payments of fees to
trustees for bonds, to providers of liquidity facilities or
credit enhancement facilities for bonds and remarketing
agents for bonds are also current expenses.
(c) A°Revenue Bond Debt Service Account", into which
there shall be credited and to which there is hereby
irrevocably pledged from the Net Revenues of the operation
of the Water Utility system monthly commencing in July,
1997, a sum equal to at least 1/12 of the total principal
and interest on the 1997 Bonds and any other bonds issued on
a parity therewith during the ensuing twelve (12) months;
provided, however, that no further payments need be made to
said account when the moneys held therein are sufficient for
the payment of a11 principal and interest due on said bonds
on and prior to the next maturity date. No money shall be
paid out of said account except to pay principal, premium,
if any, and interest on the 1997 Bonds and any other bonds
which are issued on a parity with the 1997 Bonds.
(d) A"Reserve Account�', which was heretofore created,
and is hereby continued, to be used only when and if moneys
in the Revenue Bond Debt Service Account or other moneys
available therefor are insufficient to pay principal,
premium, if any, and interest on the bonds payable from the
Revenue Bond Debt Service Account; provided, however, that
the moneys in the Reserve Account may be used to prepay said
bonds, when such prepayment will retire all of the bonds
then outstanding. Amounts already in the Reserve Account
pursuant to the resolutions authorizing the issuance of the
1993 Bonds and 1994 Bonds shall be maintained therein upon
the issuance of the 1997 Bonds to the extent necessary to
equal the amount required to be maintained in the Reserve
Account as set forth below, being initially amounts required
for the 1993 Bonds and 1997 Bonds. Whenever the moneys in
the Reserve Account exceed the amount required to be
maintained in the Reserve Account as set forth below, such
excess may be transferred to the Revenue Bond Debt Service
Account; and whenever the moneys in the Reserve Account
sha11 be less than said amount, the Reserve Account shall be
restored to said amount from the next available Net
Revenues. The amount required to be maintained in the
Reserve Account shall be an amount equal to the lesser of:
tl) ten percent (10�) of the original princigal amount of
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the 1997 Bonds and other bonds payable from the Revenue Bond
Debt Service Account issued after the 1993 Bonds on a parity
of lien therewith, or {2) the maximum principal and interest
due in any year on the bonds payable £rom the Revenue Bond
Debt Service Account; and whenever the moneys in the Reserve
Account exceed such amount required to be maintained
therein, such excess may be transferred to the Revenue Bond
Debt Service Account. When only bonds issued after the 1994
Bonds are outstanding, the "maximum principal and interest
due in any year" on variable rate bonds shall be calculated
at such time (for any variable rate bonds issued prior to
such time) or in connection with their issuance (for
variable rate bonds issued after such time) assuming the
variable rate bonds bear fixed interest for the remainder of
their terms or for their terms, as appropriate, at the rates
prevailing at such time (for any variable rate bonds issued
prior to such time) or at the time of their issuance (for
variable rate bonds issued after such time) for utility
revenue bonds of comparable quality, maturity and taxable or
tax-exempt status, provided that other or different
assumptions may be used if necessary to obtain an investment
grade credit rating for the variable rate bonds or to
maintain the credit rating(s) then in effect for the bonds
then outstanding.
(e) Net Revenues in excess of those required for the
foregoing purposes may be used for any proper purpose.
(f) The money in the Water Utility Fund shall be
allotted and paid to the various accounts herein established
in the order in which said accounts are listed on a
cumulative basis, and if in any month the money in said
accounts is insufficient to place the required amount in any
accounts, the deficiency shall be made up in the following
month or months after payment into all other accounts having
a prior claim on said Net Revenues have been made in full.
(g) All money held in the Revenue Bond Debt Service
Account and the Reserve Account created by this resolution
shall be kept separate and apart from all other municipal
funds and accounts.
ih) Notwithstanding anything to the contrary herein,
moneys in the Water Utility Fund and any account thereof may
be used to pay any rebate of excess arbitrage earnings on
gross proceeds of the 1993 Bonds, 1994 Bonds and 1997 Bonds
to be paid to the United States in order to maintain the
exclusion from gross income under Section 103 of the Code
(as hereinafter defined) of the interest on the 1993 Bonds,
1994 Bonds and 1997 Bonds.
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(i) Accounts created £or bonds, notes or obligations
with a lien on Net Revenues subordinate to the lien of the
1997 Bonds shall be maintained and operated as required by
the resolutions authorizing the same.
(j) No portion of the proceeds of the 1997 Bonds sha11
be used directly or indirectly to acquire higher yielding
investments or to replace funds which were used directly or
indirectly to acquire higher yielding investments, except
(1) for a reasonable temporary period until such proceeds
are needed for the purpose for which the 1997 Bonds were
issued, (2) as part of a reasonably required reserve or
replacement fund not in exeess of ten percent (10a) of the
proceeds of the 1997 Bonds (or in a higher amount which the
City establishes is necessary to the satisfaction of the
Secretary of the Treasury of the United States), and (3) in
addition to the above in an amount not greater than the
lesser of five percent (50) of the proceeds of the 1997
Bonds or $100,000. To this effect, any proceeds of the 1997
Bonds and any sums from time to time held in the 1997
Refunding Account, Operation and Maintenance Account,
Reserve Account or Revenue Bond Debt Service Account (or any
other City or Board account which will be used to pay
principal or interest to become due on the bonds payable
there£rom) in excess o£ amounts which under the federal
arbitrage regulations may be invested without regard to
yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account
any applicable "temporary periods", minor portion or reserve
made available under the federal arbitrage regulations.
Money in the Water Utility Fund shall not be invested in
obligations or deposits issued by, guaranteed by or insured
by the United States or any agency or instrumentality
thereof if and to the extent that such investment would
cause the 1997 Bonds to be ��federally guaranteed" within the
meaning of Section 149(b) of the federal Tnternal Revenue
Code of 1986, as amended ithe "Code").
18. Paritv Bonds. The 1993 Bonds and 1997 Bonds shall
be a first charge and lien upon the Net Revenues of the Water
Utility. No part of such Net Revenues shall be pledged to the
payment of any general obligation bonds issued by the City while
any 1993 Bonds or 1997 Bonds or bonds issued on a parity
therewith remain outstanding and undischarged, unless the pledge
of Net Revenues to such general obligation bonds is expressly
made a second and subsequent lien and the City and Board covenant
to make the rates and charges of the Water Utility su�ficient to
timely pay such general obligation bonds. No additional revenue
obligations payable from the Revenue Bond Debt Service Account
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shall be herea£ter issued unless the same are e�ressly made a
second and subsequent lien upon the Net Revenues of the Water
Utility; provided, however, that additional obligations may be
issued on a parity of lien with the 1997 Bonds, provided that the
annual Net Revenues of said Water Utility for each of the two (2)
completed £iscal years immediately preceding the issuance of such
additional obligations shall have been one and one-half (1.5)
times the maximum annual principal and interest coming due
thereafter on all outstanding revenue obligations payable from
and having a parity of lien upon the Net Revenues of the Water
Utility Fund, including the additional obligations so to be
issued; provided further, however, that if the annual Net
Revenues in either or both of the aforesaid two (2) completed
fiscal years shall be insufficient to meet this test then any
reasonably projected increase in Net Revenues for the fiscal year
immediately following such second completed fiscal year may be
added to the Net Revenues for such completed fiscal years or
either of them (but the total of such projected increase in Net
Revenues may be added only once) in applying the foregoing test.
For purposes of the foregoing limitations, when only bonds issued
after the 1994 Bonds are outstanding, the "maximum annual
principal and interest coming due thereafter" on variable rate
bonds shall be calculated assuming the variable rate bonds bear
fixed interest at the rates prevailing at the time of the
calculation for utility revenue bonds of comparable quality,
maturity (or remaining maturity) and taxable or tax-exempt
status, provided that other or different assumptions may be used
if necessary to obtain an investment grade credit rating for the
variable rate bonds or to maintain the credit rating(s) then in
effect for the bonds then outstanding. Such facts shall be shown
by the Certificate of the General Manager of the Board of Water
Commissioners and shall be a finding of and recited in the
resolution of the City authorizing any such additional series.
In addition, the following conditions shall be met:
(a) The payments required to be made (at the time of
the issuance of such parity lien bonds? into the various
funds and accounts provided for in this resolution have been
made.
ib) All such parity lien bonds shall have a December 1
maturity or maturities and shall have semiannual interest
payments on June 1 and December 1 in each year; provided
that interest payments may be more frequent than
semiannually or on dates other than June 1 and December 1 if
such interest is paid in full only if at the time of payment
the interest deposits into the Revenue Bond Debt Service
Account for interest payments on June 1 or December 1, as
appropriate, on other bonds are current, and any
insufficiency of interest on all parity bonds is allocated
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proportionately in each six-month period ending 3une 1 or
December 1, as appropriate.
(c) The proceeds of such parity lien bonds shall be
used only for the purpose of (1) making improvements,
additions, extensions, renewals or replacements to the Water
Utility, and capitalizing interest or establishing Reserves
and paying the costs of such financing, or (2} refunding
parity lien bonds (provided that bonds which refund parity
lien bonds may instead derive their parity lien status from
paragraphs 19 or 25 as applied in paragraph 20).
19. Refundina Maturina Bonds. The City also reserves
the right and privilege o£ issuing additional revenue bonds if
and to the extent needed to refund maturing bonds payable from
the moneys in the Water Utility Fund in case the moneys in the
Revenue Bond Debt Service Account are insufficient to pay the
same at maturity, which refunding revenue bonds may be on a
parity with this issue as to interest payments even if such
interest is in excess of the interest on the refunded bonds, but
shall mature subsequent to all the revenue obligations which are
payable from the Net Revenues of the Water Utility Fund and which
are sti11 outstanding upon completion of such refunding.
20. Other Revenue Obliaations. Except as authorized
in paragraphs 18, 19 and 25 hereof, the City covenants and agrees
that it will issue or incur no obligations payable from the Net
Revenues o£ all or a part of said Water Utility or constituting
in any manner a lien thereon, unless such obligations are
expressly made junior and subordinate to the lien and charge of
the 1997 Bonds on said Net Revenues. If bonds which refund the
1997 Bonds are parity lien bonds, they shall enjoy complete
equality of lien with any portion of the 1997 Bonds not refunded
and any other then outstanding bonds payable from the Revenue
Bond Debt Service Account, if any there be, and such refunding
bonds shall continue to have whatever priority of lien over
subsequent issues that the refunded bonds may have had. If only
a portion of the outstanding 1997 Bonds shall be refunded
such 1997 Bonds shall be refunded in such manner that the
interest rate of any refunding bond sha11 be greater than
interest rate of the corresponding refunded 1997 Bond (or
average net interest rate of the refunding bonds shall be,
shall be rea o bl
and if
the
the
or
s na y estimated to be, higher than the average net
interest rate of the refunded 1997 Bonds), or that the maturity
date of any refunding bond shall be earlier than the maturity
date of the corresponding refunded 1997 Bond (or the average
maturity of the refunding bonds shall be earlier than the average
maturity of the refunded 1997 Bonds), then such 1997 Bonds may
not be refunded without the consent of the holders of the
unrefunded portion of the 1997 Bonds and any other bonds then
353T323 41
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outstanding payable from the Revenue Bond Debt Service Account
unless the Net Revenues coverage test af paragraph 18 is met.
21. Insufficient Amounts. In the event that the
moneys in the Revenue Bond Debt Service Account shall be
insufficient at any particular time to pay the principal then due
and interest then accrued on all bonds payable therefrom, said
moneys shall first be applied to the payment pro rata of the
accrued interest on all such bonds, payable over a period ending
on June 1 or December 1, as appropriate, and any balance shall be
applied in payment pro rata of the principal on a11 such bonds,
provided further that if it shall ever be determined by a court
of competent jurisdiction while any such bonds remain outstanding
that the sums available and to become available for the payment
of the principal thereof and interest thereon are insufficient
whether or not then due, then the moneys in the Revenue Bond Debt
Service Account shall be applied in payment of all principal then
outstanding whether or not then due and the interest accrued
thereon to the date of payment ratably according to the aggregate
amount thereof without any preference or priority.
22. Suit b�Bondholders. The Holders of twenty
percent (20%) or more in aggregate principal amount of bonds
issued under this resolution and at any time outstanding may,
either at law or in equity, by suit, action, or other
proceedings, protect and enforce the rights of all Holders of the
1997 Bonds then outstanding or enforce or compel the performance
of any and all of the covenants and duties specified in this
resolution to be performed by the City or Board or their officers
and agents, including the fixing and maintaining of rates and
charges and the collection and proper segregation of revenues and
the application and use thereof.
23. Covenants. For the protection of the Holders of
the 1997 Bonds, the City herein covenants and agrees to and with
the holders thereof from time to time as follows:
(a) It will at all times through its Board adequately
maintain and efficiently operate the Water Utility as a City
utility. It will from time to time make a11 needful and
proper repairs, replacements, additions and betterments to
the equipment and facilities of said Water Utility so that
they may at all times be operated properly and
advantageously, and whenever any equipment of said system
shall have been worn out, destroyed or otherwise become
insufficient for proper use, it shall be promptly replaced
or repaired so that the value and efficiency of the
facilities shall be at all times fully maintained and its
revenues unencumbered by reason thereof_
353732.3 4 2
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(b) The rates for all water service and the charges
£or all water supplied by the Water Utility to the City and
its residents and to all other consumers shall be reasonable
and just, taking into account the cost and value of the
Water Utility, the cost of maintaining and operating the
Water Utility and the proper and neaessary allowances for
depreciation, the amounts required for the payment of
principal and interest on the bonds payable £rom the Net
Revenues of the Water Utility, and a11 other sums
customarily paid from the revenues of the Water Utility.
{c) It will as required by Section 10.11.2 of the City
Charter (and it will continue to do so whether or not
required by said Charter) establish, maintain and collect
such charges and rates as will produce revenues sufficient
to pay the reasonable cost of operation, repair and
maintenance of the Water iJtility and to pay the interest on
and principal of the 1997 Bonds and all bonds on a parity of
lien with the 1997 Bonds, as and when they become due, as
well as to provide sufficient money to make the required
appropriations to the various funds and accounts established
herein. The City will review the schedule of rates and
charges for the Water Utility at least annually when the
Board budget is reviewed.
(d) It will not sell, lease, mortgage, or in any manner
dispose of the Water Utility or any part thereof (including
any and all extensions and additions that may be made
thereto) until all revenue bonds payable from the Net
Revenues of the Water Utility or any part thereof have been
paid in full; provided, however, that the City may sell the
Water LTtility or any part thereof if simultaneously with or
prior to said sale all of the outstanding bonds are
discharged in accordance with paragraph 25 of this
resolution. This covenant shall not be construed to prevent
the sale by the City at fair market value of real estate,
equipment or other non-revenue-producing properties which in
the judgment of the City have become unnecessary,
uneconomical or inexpedient to use in connection with the
Water Utility provided that suitable facilities are obtained
in place thereof and provided further that nothing herein is
intended to prevent the City or Board from terminating or
otherwise preventing the termination of contracts for the
furnishing of water.
(e) It shall cause to be kept proper books, records and
accounts adapted to the Water Utility separate from other
acaounts to be audited at the end of each fiscal year. A
copy of said audit shall be furnished, without cost, to the
Purchaser of the 1997 Bonds. If the City fails to provide
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such audit within a reasonable time after the end of said
fiscal year, the holders of twenty percent (200) or more of
the outstanding bonds may cause such audit to be made at the
expense of the City. The expense of preparing such audit
shall be paid as current operating expenses of the Water
Utility. The Purchaser of the 1997 Bonds and the Holders
thereof, or their duly appointed representatives, from time
to time shall have the right, at all reasonable times, to
inspect the Water Utility system and to inspect and copy the
books, records, accounts and data relating thereto. The
City agrees to furnish copies of such audit, without cost,
to any Holder or Holders of the 1997 Bonds at their request
within a reasonable time after the end of each fiscal year.
(f) It will faithfully and punctually perform all
duties with reference to the Water Utility required by the
City Charter, the Constitution and laws of the State of
Minnesota and this resolution.
(g) It will grant no franchise to any competing
utility.
24. Amendments.
alteration shall be made in
the 1997 Bonds without the
than sixty percent (600) in
then outstanding except for
and alterations ta) made to
or omission, or (b) which w
Holders of such outstanding
nothing herein contained sh
permitting (1) an extension
or the interest on any such
principal amount of any suc
thereon, or (3) a privilege
No change, amendment, moditication or
the covenants made with Holders of
�onsent of the Holders of not less
principal amount of such 1997 Bonds
changes, amendments, modifications
cure any ambiguity or formal defect
�uld not materially prejudice the
1997 Bonds; provided, however, that
�11 permit or be construed as
of the maturiCy of the principal of
1997 Bonds, or (2) a reduction in the
z 1997 Bond or the rate of interest
or priority of any such 1997 Bond or
1997 Bonds over any otner bona or bonas excepL as oLnerwise
provided herein, or (4) a reduction in the aggregate principal
amount of such 1997 Bonds required for consent to any change,
amendment, modification or alteration, or i5) the creation of any
lien ranking prior to or on a parity with the lien of such 1997
Bonds, except as hereinbefore e�pressly permitted, or (6) a
modification of any of the provisions of this paragraph without
the consent of the Holders of one hundred percent (100%) of the
principal amount of such 1997 Bonds outstanding.
discharged
and other
1997 Bonds
sahich are
353732.3
25. Discharae. When all 1997 Bonds have been
as provided in this paragraph, all pledges, covenants
rights granted by this resolution to the Holders of the
shall cease. The City may discharge all 1997 Bonds
due on any date by depositing with the paying agent
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(but not if a City officer is the paying agent) or an escrow
agent for such 1997 Bonds on or before that date a sum sufficient
for the payment thereof in full; or if any 1997 Bond should not
be paid when due, it may nevertheless be discharged by depositing
with the paying agent ibut not if a City officer is the paying
agent) or an escrow agent a sum sufficient for the payment
thereaf in fu11. The City may also discharge any grepayable 1997
Bonds which are called for redemption on any date when they are
prepayable according to their terms, by depositing with the
paying agent (but not if a City officer is the paying agent) or
an escrow agent on or before that date an amount equal to the
principal, interest and redemption premium, if any, which are
then due, provided that notice of such redemption has been duly
given as provided in this resolution. The City may also at any
time discharge the issue of the 1997 Bonds in whole or in part by
complying with the applicabla provisions of Minnesota Statutes,
Section 475.67, and any amendments thereto, except that the funds
deposited in escrow in accordance with said provisions may but
need not be in whole or part proceeds of advance refunding bonds.
The City may discharge 1997 Bonds as herein provided without the
consent of any Bondholders.
26. Fiscal Year As used in this resolution the words
"fiscal year" shall mean the twelve (12) month period beginning
on January 1 of each year and ending on December 31 of the same
year. Should it be deemed advisable at some later date to change
the fiscal yearly basis, the same may be done by proper actions
to that effect, which change shall not constitute an amendment or
modification of this resolution.
27. Abpropriation. It is hereby found, determined and
declared that on the date this resolution is adopted, there is
more in the Reserve Account than is required upon the discharge
of the Refunded Bonds. The difference is hereby appropriated to
the 1997 Refunding Account. The Board's additional initial
appropriation to the 1997 Refunding Account necessary to
accomplish the current refunding of the Refunded Bonds is hereby
recognized and approved.
28. Refunded Bonds; Securitv. Until retirement of the
Refunded Bonds, all provisions heretofore made for the security
thereof shall be observed by the City and all of its officers and
agents.
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29. RedemQtion of Refunded Bonds. The Refunded Bonds
shall be paid upon early redemption prior to October 1, 1997, all
in accordance with the terms and conditions set forth in the
Notice of Call for Redemption attached hereto as E�ibit A, which
terms and conditions are hereby approved and incorporated herein
by reference. Notice of Call for Redemption in substantially
such fox sha11 be mailed to the paying agent and sha11 be given
by the paying agent to the holders of the Refunded Bonds at least
ten (10) days prior to the redemption date in the manner provided
for the Refunded Bonds.
30. Records and Certificates The officers of the
City are hereby authorized and directed to prepare and furnish to
the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and
records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the £acts
relating to the legality and marketability of the Bonds 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 to the
faats recited therein.
31. Neaative Covenants as to IIse of Proceeds and
Imbrovements. The City hereby covenants not to use the proceeds
of the Bonds or to use the Improvements, or to cause or permit
them to be used, or to enter into any deferred payment
arrangements for the cost of the Improvements, in such a manner
as to cause the Bonds to be �'private activity bonds" within the
meaning of Sections 1�3 and 141 through 150 of the Code. The
City reasonably expects that no actions will be taken over the
term of the Bonds that would cause them to be private activity
bonds, and the average term of the Bonds is not longer than
reasonably necessary for the governmental purpose of Che issue.
The City hereby covenants not to use the proceeds of the Bonds in
such a manner as to cause the Bonds to be ��hedge bonds" within
the meaning of Section 149(g) of the Code.
32. Tax-Exempt Status of the Bonds; Rebate; Elections.
The City 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 Bonds, including
without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater
than the yield on the Bonds, and the rebate of excess investment
earnings to the United States.
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If any elections are available now or hereafter with
respect to arbitrage or rebate matters relating to the Bonds, the
Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authorized and directed to
make such elections as they deem necessary, appropriate or
desirable in connection with the Bonds, and all such elections
shall be, and shall be deemed and treated as, elections of the
City.
33. No Desicrnation of Oualified Tax-Exe�t
Oblicsations. The Bonds, together with other obligations issued
by the City in 1997, exceed in amount those which may be
qualified as "qualified tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Code, and hence are not
designated for such purpose.
34. Letter of Rebresentations. The Letter of
Representations for the Bonds is hereby confirmed to be the
Blanket Issuer Letter of Representations dated April 10, 1996, by
the City and received and accepted by The Depository Trust
Company. So long as The Depository Trust Company is the
Depository or it or its nominee is the Holder of any Global
Certificate, the City shall comply with the provisions of the
Letter of Representations, as it may be amended or supplemented
by the City £rom time to time with the agreement or consent of
The Depository Trust Company.
35. Parity Findings. It is hereby found, determined
and declared that:
(a) The 1997 Bonds are on a parity of lien with the
1993 Bonds, and do not require for their issuance or their
parity status the consent of the holders of any of the 1993
Sonds or 1994 Sonds pursuant to the resolutions authorizing
the issuance thereof. The Bonds bear interest at a rate
under the Maximum Rate on the 1994 Bonds, and the 1997 Bonds
are qualified to be on a parity of lien with the 1993 Sonds
up to said Maximum Rate.
36. Covenant with Holders. Each and all of the terms
and provisions of this resolution shall be and constitute a
covenant on the part of the City to and with each and every
Holder from time to time of the Bonds.
37. Necrotiated Sale. The City has retained Springsted
Incorporated as an independent financial advisor, and this
Council has heretofore determined, and does hereby determine, ta
sell the Bonds by private negotiation to the Purchaser, all as
provided by Minnesota Statutes, Section 475.60, Subdivision 2(9).
353732.3 4 7
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38. Continuincx Disclosure. The City is an obligated
person with respect to the Bonds. The City hereby agrees, in
accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereina£ter described, to:
A. Provide or cause to be provided to each nationally
recognized municipal securities information repository
('�NRMSIR") and to the appropriate state information
depository ("SID"), if any, for the State of Minnesota, in
each case as designated by the Commission in accordance with
the Rule, certain annual financial information and operating
data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the
Undertaking as provided therein.
B. Provide or cause to be provided, in a timely
manner, to (i) each NRMSIR or to the Municipal Securities
Rulemaking Board ("MSRB") and (ii) the SID, notice of the
occurrence of certain material events with respect to the
Bonds in accordance with the Undertaking.
C. Provide or cause to be provided, in a timely
manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
notice of a failure by the City to provide the annual
financial information with respect to the City described in
the Undertaking.
The City agrees that its covenants pursuant to the Rule
set forth in this paragraph 38 and in the Undertaking are
intended to be for the benefit of the Holders of the Bonds and
shall be enforceable on behalf of such Holflers; provided that the
right to enforce the provisions of these covenants shall be
limited to a right to obtain specific enforcement of the City's
obligations under the covenants.
The Mayor and Director, Office of Financial Services,
or any other officers of the City authorized to act in their
stead (the "Officers"), are hereby authorized and directed to
execute on behalf of the City the Undertaking in substantially
the form presented to the City Council, subject to such
modifications thereof or additions thereto as are (i) consistent
with the requirements under the Rule, (ii) required by the
Purchaser, and (iii) acceptable to the Officers.
39. 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
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of such section, paragraph or provision shall not affect any of
the remaining provisions of this resolution.
40. Headincxs. Headings in this resolution are
included for convenienoe of reference only and are not a part
hereof, and shall not limit or define the meaning of any
provision hereof.
Requested by Department of:
Adoption by Council 3ecretary
B \ = �_ �
ApprovecS by Mayor. Date
�
Office of Financial Services
B y : m' �_
Form Apprwed by City Attomey
By`.� �-" � �
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Approved by ayo� for Submis ion to Council
By . e
Adopted by Council: Date � �..�-<- �� ,`� q`�
g 1 q �('� ��
S 7 � ! 1 �
UEPARTMENTADFFIGHCOUNCIL �ATE MlT1ATFA v � �� v
Office of Financial Services 6/3/97 GREEN SHEE
GONTACT PERSON & PHONE INRIAL/OATE INRIAL/DATE
� DEPARiMENTDIRE � CI7YCAUNCIL
Martha Rantorowicz, 266-8836 p5$�GN �CRYATfORNEY �CINCLERK
NUMBEfl FOR
MUST BE ON fAUNCI� AGENDA BY (�p'TE) pOUTING � B��ET OIRECiO O FIN. & MGT. SERVILES DIA.
June 11 a 1997 ORDER � MAVOR (pR A$SISfANT� �
TOTAL # OP SIGNATORE PAGES z __ (CLIP ALL LOCATiONS FOR SIGNATURE)
ACTION RE�UESTEO:
This resolution accepYS the winning proposal and awards the bid for the $7,000,000 Water
Revenue Refunding Bonds, Series 1997C. This is a competitive bond sale and the award is
going to the bidder £ound to be the lowest cost to the Wa[er Utility.
FECAMMENDA710NS: Approve (A) ar Rcyect (R) pERSONAL SERVICE CONTRACTS MUST ANSWER TNE FOLLOWING �UESTIONS:
_ PLANNING COMMISSION _ CIVIL SEFVICE COMMISS�ON 1. Has this personttirm ever worketl untler a comract for this tlepartment?
_ CIB GOMMITfEE _ YES NO
� STAFF Z. Hes this person�rm ever been a ciry employee?
— YES NO
_ O�.sia�c[cAURT _ 3. Does this personRirm possess a skill not normaliy possessed by any curtent city employee?
SUPPpRT$ WNICH COUNCIL OBJECTIVE� YES NO
Explain all yes answers on separate sheet antl ettach to green sheet
INITIATING PROBIEM, ISSUE, OPPFIRTUNITV (Who, What, When, Where, Why).
These bonds axe for the purpose of refunding the $10,000,000 Variable Rate Demand Water
Revenue Bonds, Series 1994D.
ADVANTACaES IFAPPROVED
Conversion to fixed rate debt is beneficial in the current market, and we eliminate the
risk of having variable rate debt.
DISADVANTAOES IF APPROVED�
None
DISADVANTAGES IF NOTAPPflOVED' �
7��Q�
TOTAL AMOUNT OFTRANSAC710N $ COS7/REVENUE BUDGETED (CIRCLE ONE) YES NO
FUNDIfBG SOURCE AC7IVITY NUMBER
FINANCIAL INFORFiAT10N: (EXPLAIN)
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1 SCFiEDULES AND EXHIBITS
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4 Schedule A - Proposals
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6 Er,hibit A- Notice of Call for Redemption
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EXHIBIT A
NOTICE OF CAI,L FOR REDEMPTION
$10,000,000 VARIABLE RATE DEMAND WATER
REVENUE BONDS, SERIES 1994D
CITY OF SAINT PAUI,
RAMSEY COUN`I'Y
MINNESOTA
NOTICE IS HEREBY GIVEN that by order o£ the City
Council of the City of Saint Paul, Ramsey County, Minnesota,
there have been called for redemption and prepayment on
1997,
outstanding bonds of the City designated as Variable Rate Demand
Water Revenue Bonds, Series 1994D, dated November 15, 1994, as
the date of original issue, having stated maturity dates o£
December 1, 2014, bearing the CUSIP number 793073 CU9, bearing
interest at a variable rate, and now outstanding in the total
principal amount of $9,600,000.
Al1 outstanding bonds of the issue are being called for
redemption. The bonds are being called at a price of par plus
accrued interest to , 1997, on which date the
redemption price will become due and pagrable and all interest on
said bonds will cease to accrue. Holders of the bonds hereby
called for redemption are requested to present their bonds for
payment at the principal office of the trustee and paying agent
for the Bonds, First Trust National Association, 180 East Fifth
Street, 2nd Floor, Saint Paul, Minnesota 55101, on or before
, 1997.
BY ORDER OF THE CITY
COUNCIL
/s/ Fred Owusu
City Clerk
Additional information
may be obtained from:
SPRINGSTED INCORPORATED
85 East Seventh Place
Suite 100
Saint Paul, Minnesota 55101-2143
(612) 223-3000
353764.7
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�n�
WHERRAS, "Holder" as used herein means the perso in
whose name a Bond is registered on the registration books,�f t:
City maintained by the registrar appointed as provided in' /
paragraph 8 (the "Bond Registrar"); and
WHEREAS, pursuant to Minnesota Statutes, Secti
475.60, Subdivision 2(9), public sale requirements do n' apply
to the Bonds, because the City has retained an indepe ent
financial advisor and this Council has determined to ell the
Bonds by private negotiation, and the City has inst d authorized
a competitive sale without publication of notice t ereo£ as a
form of private negotiation; and
WHEREAS, Rule 15c2-12 of the Securit' s and Exchange
Commission prohibits "participating underwri rs" from purchasing
or selling the Bonds unless the City undert es to provide
certain continuing disclosure with respect o the Bonds; and
WHEREAS, proposals for the Bo s have been solicited by
Springsted Incoxporated pursuant to an fficial Statement and
Terms of Proposal therein:
NOW, THEREFORE, BE IT R
City o£ Saint Paul, Minnesota, as
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VED by the Council of the
lows:
The proposal of
(the
"PUrchaser��} to purchase $7,0 ,000 Water Revenue Refunding
Bonds, Series 1997C, of the ty (the "Bonds" or "1997 Bonds", or
individually a"Bond" or "1 7 Bond"), in accordance with the
Terms of Proposal for the nd sale, at the rates of interest
hereinafter set forth, an to pay for the Bonds the sum of
$ , plus terest accrued to settlement, is hereby
found, determined and clared to be the most favorable proposal
received and is hereb accepted, and the Bonds are hereby awarded
to the Purchaser. T Director, Office of Financial Services, or
his designee, is di- cted to retain the deposit of the Purchaser
and to forthwith r urn to the others making proposals their good
faith checks or fts.
2.
Maturities.
Bonds, Serie
original is�
date as fujl
R-1 upwar��
date.
shall
e Bonds shall be titled "Water Revenue Refunding
1997C", shall be dated July l, 1997, as the date of
e and shall be issued forthwith on or after such
y registered bonds. The Bonds shall be numbered from
Global Certificates shall each be in the
o£ the entire principal amount maturing on a single
cement Bonds, if issued as provided in paragraph 6,
the denomination of $5,00o each or in any integral
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9�1-�tq
multiple thereof of a single maturity. The Bonds shall ma]�re on
December 1 in the years and amounts as follows: /
Year
Year
2006
2007
2008
2009
201�
2011
2012
Amount
$345,00
425,0 0
595, 00
165 000
2 ,���
0,000
50,000
3. Pur ose• Refundin Findin s The Bonds (together
with other available funds appropriated? hall provide funds for
a current refunding of the Refunded Bon (the "Refunding"). The
1994 Bonds were issued to finance impr ements to the Water
Utility (the "Improvements"). 2he pr ceeds of the Bonds shall be
deposited and used as provided in p agraph 17. The total cost
of the Refunding, which shall incl e all costs enumerated in
Minnesota Statutes, Section 475.6 , is estimated to be at least
equal to the amount of the Bonds It is hereby found, determined
and declared that (1) the Refun ng is pursuant to Minnesota
Statutes, Section 475.67, and ) the Refunding is necessary or
desirable for the issuance of bligations bearing a fixed rate of
interest in the case of the 94 Bonds, which bear interest at a
rate varying periodically.
4. Interest. he Bonds shall bear interest payable
semiannually on June 1 d December 1 of each year (each, an
"Interest Payment Date'! , commencing December 1, 1997, calculated
on the basis of a 360- ay year of twelve 30-day months, at the
respective rates per nnum set £orth opposite the maturity years
as follows:
1998
1999
2000
2001
20�2
2003
2004
2005
Amount
$730,000
800,000
420,000
225,000
315,00�
660,000
690,000
640,000
Interest Rate Maturitv Year Interest Rate
11
1998
1999
2000
200
20
2 3
04
005
L�
0
2006
2007
2008
2009
2010
2011
2012
°
Description of the Global Certificates and
ry System. Upon their original issuance the Bonds
in the form of a single Global Certificate for
5
��-�t�
(but not if a City officer is the paying agent) or an escrow
agent for such 1997 Bonds on or before that date a sum suf£icient
for the payment thereof in fu11; or if any 1997 Bond should not
be paid when due, it may nevertheless be discharged by deposit' g
with the paying agent (but not if a City officer is the payi
agent) or an escrow agent a sum sufficient for the payment
thereof in full. The City may also discharge any prepaya e 1997
Bonds which are called for redemption on any date when t y are
prepayable according to their terms, by depositing wit the
palring agent (but not if a City officer is the paying gent) or
an escrow agent on or before that date an amount e to the
principal, interest and redemption premium, if any which are
then due, provided that notice of such redemption as been duly
given as provided in this resolution. The City ay also at any
time discharge the issue of the 1997 Bonds in ole or in part by
complying with the applicable provisions of M' nesota Statutes,
Section 475.67, and any amendments thereto, cept that the funds
deposited in escrow in accordance with sai rovisions may but
need not be in whole or part proceeds of vance refunding bonds.
The City may discharge 1997 Bonds as her n provided without the
consent of any Bondholders.
26. Fiscal Year. As used ' this resolution the words
"fiscal year" shall mean the twelve 12) month period beginning
on January 1 of each year and endi on December 31 of the same
year. Should it be deemed advisa e at some later date to change
the fiscal yearly basis, the sam may be done by proper actions
to that effect, which change sh 1 not constitute an amendment or
modification of this resolutio .
27. A ro riatio . It is hereby found, determined and
declared that on the date is resolution is adopted, there is
$ in the eserve Account, of which only
$ is re red upon the discharge of the Refunded
Bonds. The difference f$ is hereby appropriated
to the 1997 Refunding ccount. The Board's additianal initial
appropriation to the 997 Refunding Account necessary to
accomplish the curr nt refunding of the Refunded Bonds is hereby
recognized and ap oved.
28.
Refunded Bonc
thereof shall
agents. f
�tunded Bonds; Securitv. Until retirement of the
all provisions heretofore made for the security
observed by the City and all of its officers and
45
`t�t-���
1
2
3
4
5
6
7
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
29. Redemntion of Refunded Bonds. The Refunded Bonds
shall be paid upon early redemption on or about ,
1997, all in accordance with the terms and conditions set forth
in the Notice of Ca11 far Redemption attached hereto as Exhibit
A, which terms and conditions are hereby approved and
incorporated herein by reference. Notice of Call for Redemp�ion
in substantially such form shall be mailed to the paying agent
and shall be given by the paying agent to the holders of he
Re£unded Bonds at least ten (10) days prior to the redem�ion
date in the manner provided for the Refunded Bonds. �f
30. Records and Certificates. The offi
City are hereby authorized and directed to prepare
the Purchaser, and to the attorneys approving the�
of the
furnish to
ity of the
issuance of the Bonds, certified copies of all oceedings and
records of the City relating to the Bonds and � the financial
condition and affairs of the City, and such o er affidavits,
certificates and information as are require o show the facts
relating to the legality and marketability f the Bonds as the
same appear £rom the books and records un r their custody and
control or as otherwise known to them, all such certified
copies, certificates and affidavits, i uding any heretofore
furnished, shall be deemed representa ons of the City as to the
facts recited therein.
31. Neqative Cove
Improvements. The City here
of the Bonds or to use the I
them to be used, or to ente
arrangements for the cost of
as to cause the Bonds to be
meaning of Sections 103 an
City reasonably expects -
term of the Bonds that
bonds, and the average
reasonably necessary
The City hereby cove an
such a manner as t cau
the meaning of Se ion
32.
The City sh
to establis
Section 103
without li
investme s
than th yi
earnin to
by c enants not to use the proceeds
mpr ements, or to cause or permit
r' o any deferred payment
e Improvements, in such a manner
private activity bonds" within the
141 through 150 of the Code. The
no actions will be taken over the
cause them to be private activity
erm of the Bonds is not longer than
r the governmental purpose of the issue.
ts not to use the proceeds of the Bonds in
se the Bonds to be "hedge bonds" within
149(g) of the Code.
1 comply with requirements necessary under the Code
nd maintain the exclusion from gross income under
f the Code of the interest on the Bonds, including
tation requirements relating to temporary periods for
limitations on amounts invested at a yield greater
ld on the Bonds, and the rebate of excess investment
the United States.
m
w '_
85 E. SEVENTH PLACE SUITE 100
SAINC PAUL, MN 55101-2143
612-223-3000 FAX:612-223-3002
q�- ��9
SPRINGSTED
Public Finana fldvisors
June �1, 1897
Mr. Bemie Bullert, General Manager
City of Saint Paul Water Utility
8 East Fourth Street, Suite 400
Saint Paul, MN 551�1-1007
Ms. Martha Kantorowicz, Debt Manager
City of Saint Pau{
Treasury Division
160 City Hall
15 West Keltogg Boulevard
Saint Paul, MN 55102
f
�
Re: Recommendations for Award of City of Saint Paul's
$7,0�0,000 Water Revenue Refunding 8onds, Series 1997C
Dear Mr. Bullert and Ms. Kantorowicz:
Purpose of Issue
The purpose of this issue is to refund on a long-term fixed interest rate basis the City's
$10,000,000 Variable Rate Demand Bond issued in 1994. The Water Utility, through principal
repayment and cash contributions, has lowered the principaf on this issue to $7,000,000.
Tax-Exempt Interest Rate Market
The municipal tax-exempt market has operated within a relatively narrow band since January
1. On January 1, the Bond Buyer's Index (BBI) was at 5.70%. 'The high point was in April at
5.88%; the low point is this week at 5.60%.
Sale Resuits
The City received 7(seven) bids on this sale. The bids were as fioliows:
Rank Bidder
Morgan Keegan (Memphis)
First of America (Michigan)
Piper Jaffray (Twin Cities)
A. G. Edwards (St. Louis)
Smith Bamey (New York)
Dain Bosworth, Inc. (Twin Cities)
Prudential Securities (Chicago)
TIC %
4.88%
4.89%
4.92°!0
4.94%
4.95%
4.96%
4.98%
SAINT PAUL, MN � MI[YNEAPOL[S, MN � BROOKF(EID, W[ � OVERLAND PARK, KS � WASHNGTON, DC � [OWA CtTY, lA
City of Saint Paul Water Utility
June 11, 1997
Page 2
The {owest bid of 4.88°fo was received by Morgan Keegan (Memphis underwriter).
q,�-�19
This issue received significant national interest with underwriters bidding from New York,
Chicago, Memphis, St. Louis, and Michigan as well as the Twin Cities.
We require bidders to submit their bids on a'True Interest Rate" (TIC) basis, so as to refiect
the present vatue ofi their bids and thereby ensure the Utility's award is based on the fowest
cost to the Utility. We have enclosed a bid tabulation form for the issue summarizing the bid
specifics and composition of each underxriting syndicate.
Recommendation
We recommend award of this sale to Morgan Keegan.
Basis of Award
The interest rates received on this issue are well below the planning esiimates used by the
Water Utility and compare fiavorably with current market experience. The Utility had, through
the first part of the year, used 5.4°!o for planning purposes based on earlier market experience.
Generalty, the Utility has over the years hoped to finance this issue at under 5.0°/a.
We have compared this issue's interest rates with other basic utilities selling nationally, with
such comparisons yielding very favorable results for the Utility.
Credit Rating
The Utility received credit ratings of Aa2 and Aa from Moody's Investors Service and Standard
& Poor's, respectively. Standard & Poor's upgraded the Utility's outlook to positive from stable.
These are excel{ent ratings from both agencies.
We are again appreciative of the opportunity to be of service to the Utility. We welcome any
questions or comments on this report.
Respectfuliy,
(�
� , � � ��^
��_� �� � ` �;�_ � � ,�.��
David N. MacGilfivsay
Principal
Di�ector of Project Management
/dmf
Enctosures
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:
v 85 E. SEVENTH PL.iCE, SUITE 100
r SA1NT PAUL, MN 55101-2143
61?-223-3000 FAX:67L223-3002
��
9,� -'1 �°�
SPRINGSTED
Public Fv�mue Adviso�s
$7,000,000
CITY OF SAINT PAUL, MINNESOTA
WATER REVENUE REFUNDING BONDS, SERIES 1997C
(BOOK ENTRY ONLY)
: ,/ \ ��/�r 7 ��
SALE:
June11,1997
Moody's Rating: Aa2
Standard 8 Poor's Rating: AA
interest Netlnterest Truelnterest
Bidder Rates Price Cost Rate
MORGAN KEEGAN & CO., INC.
HUTCHINSON, SHOCKEY, ERLEY &
COMPANY
Mesirow Financial Inc.
FIRST OF AMERICA SECURITIES
MORGAN KEEGAN & CO., INC.
HUTCHINSON, SHOCKEY, ERLEY 8� COMPANY
AND ASSOCIATE
4.75°!0 1998-2006
4.80% 2007
4.90% 2008
5.00% 2009-2012
4.00%
4.a5°!o
4.25%
4.35%
4.45%
4.55%
4.65%
4.70°!0
4.75%
4.80%
4.90°fo
5.00%
5.10%
5.125%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2�08
2009-2010
2011
2�12
$6,984,775.00 $2,573,935.40 4.8805%
$6,941,008.80 $2,576,373.70 4.8910%
(Continued)
SAIN7' PAOL, MN � MINNEAPOLIS, MN BROOKFIELD, WI � OVERLAND PARK, KS � WASHINGTON, DC � IOWA CITY, IA
Y
Interest Netlnterest Truelnterest `
B dder Rates Price Cost Rafe
PIPER JAFFRAY INC.
NORWEST fNVESTMENT SERVICES, INC.
ROBERT W. BAIRD & COMPANY,
INCORPORATED
SECURIT(ES CORPORATION OF iOWA
3.90%
4.15%
4.30%
4.40%
4.50%
4.60%
4.70%
4.75%
4.80%
4.85%
4.90%
5,00%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009-2012
A.G. EDWARDS & SONS, INCORPORA7ED 4.75% 1998-2006
4.80% 2007-2012
SMiTH BARNEY
CRONIN & COMPANY, 1NCORPORATED
4.00%
4.15%
4.30%
4.40%
4.50%
4.60%
4.70%
4.80%
4.85%
4.90°/a
5.00%
5.10%
5.15%
5.20%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008-2009
2010
2011
2012
DAIN BOSWORTH INCORPORATED
PRUDENTIAL SECURITIES, WC.
ABN AMRO CHICAGO CORPORATION
DEAN WiTTER REYNOLDS
INCORPORATED
PAINEWEBBERINCORPORATED
OPPENHEIMER & CO., INC.
4.75% 1998-2005
4.80% 2006
4.90% 2007
5.00% 2008-2012
3.75%
4.10%
4.30%
4.40%
4.50%
4.60%
4.70%
4.80%
4.85%
4.90%
5.00%
5.10%
5.20%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008-20�9
2010
2091-2012
$6,932,123.35
$6,930,000.00
$6,945,356.80
$6,962,715.35
$6,932,726.80
$2,586,921.86
$2,589,05479
$2,610,708.41
$2,608,83923
$2,622,669.66
4.9196%
4.9438%
4.9535%
4.9575%
4.9$09%
(Continued)
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Year
Yield
4.75%
4.75%
4.75°l0
4.75%
4.75%
4.75%
4.75%
4.75°!0
4.75%
4.80%
4.90°l0
5.00%
5.00%
5.00%
5.00%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
3.75%
4.10%
4.30°l0
4.40°!0
4.50%
4.60%
4.70%
4.75%
4.80%
4.85%
4.95%
5.45%
$.15%
520%
5.25%
�,� -���
BBI: 5.60%
Average Maturity: 7.53 Years
�� -1 ��
CITX OF SAINT PAUL
Norm Colemurs, Mayor
June 11, 1997
Council President Thune
Members of the City Council
15 West Kellogg Blvd, 3rd Floor
Saint Paul, Minnesota 55102
OFFICE OF THb MAYOR
OFFICE OF FINANCIAL SERV[CES
laseph ReiG. Director
Shiriey A. Davi.s, Treasurer
IRFASURYSEC!!ON
IS West Kelingg Blvd. Telephone: 612-266-8830
Raom 760 Ciry HaII Facsimi[e: 6I2-266-88-f0
SaintPaut, Minnesota SS102
Dear Council President Thune and Members of the City Council:
Please find attached four subsiitution pages for resolution 97-719 accepting the winning
proposal and awarding the bid for the $7,000,000 Water Revenue Refunding Bonds,
Series 1997C, which is before you this afternoon. Bernie Bullert and I will be prepared
to make a brief presentation on the impact of these changes. The changes simply reflect
the pricing which took place this morning.
If you have any questions concerning these changes, do not hesitate to call me at 266-8836.
Sincerely,
� �
Martha Kantorowicz
��-��q
1 WHEREAS, "Aolder" as used herein means the person in
2 whose name a Bond is registered on the regis�ration books of the
3 City maintained by the registrar appointed as provided in
a paragraph 8(the "Bond Registrar"); and
5
6
7
9
10
li
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
WHEREAS, pursuant to Minnesota Statutes, Section
a75.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds, because the City has retained an independent
financial advisor and this Council has determined to sell the
Bonds by private negotiation, and the City has instead au�horized
a competitive sale without publication of notice thereof as a
form of private negotiation; and
TdHEREAS, Rule 15c2-12 of the Securities and Exchange
Commission prohibits "participating underwriters" from purchasing
or selling the Bonds unless the City undertakes to provide
certain continuing disclosure with respect to the Bonds; and
WHEREAS, proposals for the Bonds have been solicited by
Springsted Incoxporated pursuant to an Official Statement and
Terms of Proposal therein:
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
6
1. Acceptance of Proposal. The proposal of Morgan,
Keegan & Company, Inc. (the "Purchaser"), to purchase $7,000,000
Water Revenue Refunding Bonds, Series 1997C, of the City (the
�'BOnds" or "1997 Bonds", or individually a"Bond" or "1997
Bond�'), in accordance with the Terms of Proposal for the bond
sale, at the rates of interest hereinafter set forth, and to pay
for the Bonds the sum o£ $6,984,775.00, plus interest accrued to
settlement, is hereby found, determined and declared to be the
most favorable proposal received and is hereby accepted, and the
Bonds are hereby awarded to the Purchaser. The Director, Office
of Financial Services, or his designee, is directed to retain the
deposit of the Purchaser and to forthwith return to the others
making proposals their good faith checks or drafts.
2. Title• Oriciinal Issue Date• Denominations;
Maturities. The Bonds shall be titled "Water Revenue Refunding
Bonds, Series 1997C��, shall be dated July 1, 1997, as the date of
original issue and shall be issued forthwith on or a£ter such
date as fully registered bonds. The Bonds shall be numbered from
R-1 upward. Global Certificates shall each be in the
denomination of the entire principal amount maturing on a single
date. Replacement Bonds, if issued as provided in paragraph 6,
sha11 be in the denomination of $5,000 each or in any integral
multiple thereof of a single maturity. The Bonds shall mature on
353732.3 4
�c � —� t1
multiple thereof of a single maturity. The Bonds shall mature on
December 1 in the years and amounts as follows:
Year
1998
1999
2000
2001
2�02
2003
2004
2005
Amount
$730,000
800,000
420,000
225,000
315,OOD
660,000
690,OOD
640,000
Year
2006
2007
2008
2009
2010
2011
2012
Amount
$3?5,000
425,000
595,000
165,000
240,000
400,000
350,000
3. Purpose• RefundinQ Findincrs. The Bonds (together
with other available funds appropriated) shall provide funds for
a current retunding of the Refunded Bonds (the "Refunding"). The
1994 Bonds were issued to finance improvements to the Water
i3tility (the "Improvements"). The proceeds of the Bonds shall be
deposited and used as provided in paragraph 17. The total cost
of the Refunding, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. It is hereby found, determined
and declared that (1) the Refunding is pursuant to Minnesota
Statutes, Section 475.67, and (2) the Refunding is necessary or
desirable for the issuance of obligations bearing a fixed rate of
interest in the case of the 1994 Bonds, which bear interest aC a
rate varying periodically.
4. Interest. The Bonds shall bear interest payable
semiannually on June 1 and December 1 of each year (each, an
"Interest Payment Date"), commencing December 1, 1997, calculated
on the basis of a 360-day year of twelve 30-day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturitv Year Interest Rate Maturity Year Interest Rate
1998
1999
2000
2001
2002
2003
2004
2005
4
4
4
4
4
4
4
4
750
75
75
75
75
75
75
75
2006
2007
2008
2009
2010
2011
2012
4
4
4
5
5
5
5
750
80
90
00
00
00
00
5. Descrit�tion ot the CU1o1�a1 c:erLi=ica�es ac�u
Global Book-Entrv Svstem. Upon their original issuance the Bonds
will be issued in the form of a single Global CerCificate for
353T32.3 5
��-�19
1
2
3
5
6
7
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
3Q
31
32
33
34
35
36
37
38
39
40
41
42
43
(but not if a City officer is the paying agent) or an escrow
agent for such 1997 Bonds on or before that date a sum suf£icient
for the payment thereof in £ull; or i£ any 1997 Bond should not
be paid when due, it may nevertheless be discharged by depositing
with the paying agent (but not i£ a City officer is the paying
agent) or an escrow agent a sum sufficient £or the payment
thereof in full. The City may also discharge any prepayable 1997
Bonds which are called for redemption on any date when they are
prepayable according to their terms, by depositing with the
paying agent (but not if a City officer is the paying agent) or
an escrow agent on or before that date an amount equal to the
principal, interest and redemption premium, i£ any, which are
then due, provided that notice of such redemption has been duly
given as provided in resolution. The City may also aC any
time discharge the issue of the 1997 Bonds in whole or in part by
complying with the applicable provisions of Minnesota Statutes,
Section 475.67, and any amendments thereto, except that the funds
deposited in escrow in accordance with said provisions may buC
need not be in whole or part proceeds of advance refunding bonds.
The City may discharge 1997 Bonds as herein provided without the
consent of any Bondholders.
26. Fiscal Year. As used in this resolution the words
'�fiscal year" shall mean the twelve (12) month period beginning
on January 1 of each year and ending on December 31 of the same
year. Should it be deemed advisable at some later date to change
the fiscal yearly basis, the same may be done by proper actions
to that effect, which change shall not constitute an amendment or
modification o£ this resolution.
27. Appropriation. It is hereby found, determined and
declared that on the date this resolution is adopted, there is
more in the Reserve Account than is required upon the discharge
of the Refunded Bonds. The difference is hereby appropriated to
the 1997 Refunding Account_ The Board's additional initial
appropriation to the 1997 Refunding Account necessary to
accomplish the current refunding of the Refunded Bonds is hereby
recognized and approved.
28. Refunded Bonds; Securitv. Unti1 retirement of the
Refunded Bonds, a11 provisions hereCo£ore made for the security
thereof shall be observed by the City and all of its officers and
agents.
353732.3
45
��-���
29. Redemotion of Refunded Bonds. The Refunded Bonds
sha11 be paid upon early redemption prior to October 1, 1997, all
in accordance with the terms and conditions set forth in the
Notice of Call for Redemption attached hereto as Exhibit A, which
terms and conditions are hereby approved and incorporated herein
by reference. Notice of Call for Redemption in substantially
such form shall be mailed to the paying agent and shall be given
by the paying agent to the holders of the Refunded Bonds at least
ten (10) days prior to the redemption date in the manner provided
for the Refunded Bonds.
30. Records and Certificates. The of£icers of the
City are hereby authorized and directed to prepare and furnish to
the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and
records of the City relating to the Bonds and to the financial
condition and af£airs of the City, and such other a£fidavits,
certificates and information as are required to show the facts
relating to the legality and markeCability of the Bonds as the
same appear from the books and records under their custody and
control or as otherwise known to them, ancl all such certified
copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the
facts recited therein.
31. Neaative Covenants as to Use of Proceeds and
Improvements. The City hereby covenants not to use the proceeds
of the Bonds or to use the Improvements, or to cause or permit
them to be used, or to enter inCo any deferred payment
arrangements for the cost of the Improvements, in such a manner
as to cause the Bonds to be "private activity bonds" within tihe
meaning of Sections 103 and 141 through 150 of the Code. The
City reasonably expects that no actions will be taken over the
term of the Bonds that would cause them to be private activity
bonds, and the average term of the Bonds is not longer than
reasonably necessary for the governmenCal purpose of the issue.
The City hereby covenants not to use the proceeds of the Bonds in
such a manner as to cause the Bonds to be "hedge bonds" within
the meaning of Section 149(g) of the Code.
32. Tax-Exemnt Status of the Bonds• Rebate; Elections_.
The City 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 Bonds, including
without limitation requirements relating to temporary periods £or
investments, limitations on amounts invested at a yield greater
than the yield on the Bonds, and the rebate of excess investment
earnings to the United States.
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a
Preserrted By
Referred To
Council File # 1� � 1 l l
� Mc ���" � GreenSheet# J��7��
�, �., ��
RESOLUTION
�F SAINT PAUL, MINNESOTA ���
Z/r///d
Committee: Dffie
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ACCEPTING PROPOSAL ON SALE OF
$7,000,000 WATER REVENUE REFUNDING
HONDS, SERIES 1997C, AND PROVIDING FOR
THEIR ISSUANCE
WHEREAS, the Director, Office of Financial Services,
has presented proposals received for the sale of $7,000,000 Wate
Revenue Refunding Bonds, Series 1997C (the "Bonds" or "1997
Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
WHEREAS, the proposals set forth on Schedule A attached
hereto were received pursuant to the Terms of Proposal at the
offices of Springsted Incorporated at 10:30 A.M., Central Time,
this same day; and
WHEREAS, the Director, Office of Finan,cial Serv�ces,
has advised this Council that the proposal of /�prqan K@�AU.fI
�„ ���� _� �, was found to be the most °
advantageous and"� has recommended that said proposal be accepted;
and
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WHEREAS, there are currently outstanding bonds of the
City payable from Net Revenues of the City�s Water Utility,
specifically the City's (a) $11,175,000 Water Revenue Bonds,
Series 1993E (the "1993 Bonds"), issued pursuant to a resolution
adopted by this Council on June 15, 1993, of which $7,790,000
remain outstanding, and (b) $10,000,000 Variable Rate Demand
Water Revenue Bonds, Series 1994D (the "1994 Bonds"), issued
pursuant to a resolution adopted by this Council on November 9,
1994, of which $9,600,000 remain outstanding; and
WHEREAS, it is necessary and desirable to provide for
the issuance of the Bonds on a parity of lien with the 1993
Bonds, to refund, in a current re£unding in advance of their
stated maturities, all outstanding 1994 Bonds (also the "Refunded
Bonds"); and
WHEREAS, the Refunded Bonds are optionally redeemable
at any time at a price of par plus accrued interest; and
WHEREAS, refunding the Refunded Bonds (the "Refunding")
is consistent with covenants made with the holders thereof, and
is necessary and desirable for the issuance of obligations
bearing a fixed rate of interest in the case of the 1994 Bonds
which bear interest at a rate varying periodically, in order to
avoid the uncertainty of variable rate debt service; and
WHEREAS, the proceeds of the Refunded Bonds financed
various improvements to the City's municipal water utility (the
"Water Utility"), which has since its acquisition in 1885 been
under the jurisdiction of the Board of Water Commissioners (the
"Board"); and
WHEREAS, the Board and this Council deem it necessary
and expedient to undertake the Refunding; and
WHEREAS, herein the City makes various findings
demonstrating the propriety of the issuance of the Bonds on a
parity with the 1993 Bonds; and
WHEREAS, in accordance with advice received from the
Board, this Council finds, determines and declares that it is
necessary and expedient to provide moneys to finance the
Refunding, continue a Reserve previously established, and provide
for the costs of the issuance of the Bonds from the proceeds of
bonds payable solely from the Net Revenues of the Water Util.ity;
and
WHEREAS, the City has heretofore issued registered
obliqations in certificated form, and incurs substantial costs
associated with their printing and issuance, and substantial
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continuing.transaction costs selating.to their payment, transfer .
and exchange; and
WHEREAS, the City has determined that significant
savings in transaction costs will result from issuing bonds in
"global book-entry form", by which bonds are issued in
certificated form in large denominations, registered on the books
of the City in the name of a depository or its nominee, and held
in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities
clearance and settlement system (the "National System") registers
transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes
payments on the bonds to its Participants shown on its books as
the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System
will do likewise (not as agents of the City) if not the
beneficial owners of the bonds; and
WHEREAS, "Participants" means those financial
institutions for whom the Depository effects book-entry transfers
and pledges of securities deposited and immobilized with the
Depository; and
WFIEREAS, The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of
New York, or any of its successors or successors to its functions
hereunder (the "Depository"), will act as such depository with
respect to the Bonds except as set forth below, and the City has
heretofore delivered a letter of representations (the "Letter of
Representations") setting forth various matters relating to the
Depository and its role with respect to the Bonds; and
WHEREAS, the City will deliver the Bonds in the form of
one certificate per maturity, each representing the entire
principal amount of the Bonds due on a particular maturity
(each a"Global Certificate"), which single certificate per
maturity may be transferred on the City's bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
date
for
WHEREAS, the City will be able to replace the
Depository or under certain circumstances to abandon the "global
book-entry form" by permitting the Global Certificates to be
exchanged for smaller denominations typical of ordinary bonds
registered on the City's bond register; and "Replacement Bonds'�
means the certificates representing the Bonds so authenticated
and delivered by the Bond Registrar pursuant to paragraphs 6 and
12 hereaf; and
353732.3
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1 WHEREAS, "Holder" as used herein means the person in
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whose name a Bond is registered on the registration books of the
City maintained by the registrar appointed as provided in
paragraph 8 (the "Bond Registrar"); and
WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds, because the City has retained an independent
financial advisor and this Council has determined to sell the
Bonds by private negotiation, and the City has instead authorized
a competitive sale without publication of notice thereo£ as a
form of private negotiation; and
WHEREAS, Rule 15c2-12 of the Securities and Exchange
Commission prohibits "participating underwriters" from purchasing
or selling the Bonds unless the City undertakes to provide
certain continuing disclosure with respect to the Bonds; and
WHEREAS, proposals for
Springsted Incorporated pursuant
Terms of Proposal therein:
the Bonds have been solicited by
to an Official Statement and
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
6
1. Acceptance of Proposal. The proposal of Morgan,
Keegan & Company, Inc. (the "PUrchaser"), to purchase $7,000,000
Water Revenue Refunding Bonds, Series 1997C, of the City (the
"BOnds" or "1997 Bonds'�, or individually a"Bond" or "1997
Bond"), in accordance with the Terms of Proposal for the bond
sale, at the rates of interest hereinafter set forth, and to pay
for the Bonds the sum of $6,984,775.00, plus interest accrued to
settlement, is hereby found, determined and declared to be the
most favorable proposal received and is hereby accepted, and the
Bonds are hereby awarded to the Purchaser. The Director, Office
of Rinancial Services, or his designee, is directed to retain the
deposit of the Purchaser and to forthwith return to the others
making proposals their good faith checks or drafts.
2. Title; Oriciinal Issue Date: Denominations;
Maturities. The Bonds shall be titled "Water Revenue Refunding
Sonds, Series 1997C", shall be dated July 1, 1997, as the date of
original issue and shall be issued forthwith on or after such
date as fully registered bonds. The Bonds shall be numbered from
R-1 upward. Global Certificates sha11 each be in the
denomination of the entire principal amount maturing on a single
date. Replacement Bonds, if issued as provided in paragraph 6,
shall be in the denomination of $5,000 each or in any integral
multiple thereof of a single maturity. The Bonds shall mature on
3537323
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multiple thereof of a single maturity. The Bonds shall mature on
December 1 in the years and amounts as follows:
Year
1998
1999
2000
2001
2002
2043
2004
2005
Amount
$730,000
800,000
420,000
225,000
315,000
660,000
690,000
640,000
Year
2006
2007
2008
2009
2010
2011
2012
Amount
$345,000
425,000
595,000
165,000
240,000
400,000
350,000
3. Purpose; Refunding Findincts. The Bonds (together
with other available funds appropriated) shall provide funds for
a current refunding of the Refunded Bonds (the "Refunding"). The
1994 Bonds were issued to finance improvements to the Water
Utility (the "Improvements"). The proceeds of the Bonds shall be
deposited and used as provided in paragraph 17. The total cost
of the Refunding, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. It is hereby found, determined
and declared that (1) the Refunding is pursuant to Minnesota
Statutes, Section 475.67, and (2) the Refunding is necessary or
desirable for the issuance of obligations bearing a fixed rate of
interest in the case of the 1994 Bonds, which bear interest at a
rate varying periodically.
4. Interest. The Bonds shall bear interest payable
semiannually on 3une 1 and December 1 of each year (each, an
"Interest Payment Date"), commencing December 1, 1997, calculated
on the basis of a 360-day year of twelve 30-day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturitv Year Interest Rate Maturitv Year Interest Rate
1998
1999
2000
2001
2002
2003
2004
20�5
4.75�
4.75
4.75
4.75
4.75
4.75
4.75
4.75
2006
2007
2008
2009
201�
2011
2012
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5
75%
80
90
00
OQ
00
00
5. DescriAtion of the Global Certificates and
Global Book-Entrv Svstem. Upon their original issuance the Bonds
will be issued in the form of a single Global Certificate for
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each maturity, deposited with the Depositosy by the Purchaser and
immobilized as provided in paragraph 6. No beneficial owners of
interests in the Bonds will receive certificates representing
their respective interests in the Bonds except as provided in
paragraph 6. Except as so provided, during the term of the
Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership} of interests in the Global Certificates
will be reflected by book entries made on the records of the
Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal of the Bonds, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Bond Registrar as paying agent, and in turn by the Bond Registrar
to the Depository or its nominee as registered owner of the
Global Certificates, and the Depository according to the laws and
rules governing it will receive and forward payments on behalf of
the bene£icial owners of the Global Certificates.
Payment of principal of, premium, if any, and interest
on a Global Certificate may in the City's discretion be made by
such other method of transferring funds as may be requested by
the Holder of a Global Certificate.
C=�
Pursuant to
the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original
delivery of the Bonds the Purchaser will deposit the Global
Certificates representing all of the Bonds with the Depository.
The Global Certificates shall be in typewritten form or otherwise
as acceptable to the Depository, shall be registered in the name
of the Depository or its nominee and shall be held immobilized
from circulation at the offices of the Depository on behalf of
the Purchaser and subsequent bondowners. The Depository or its
nominee will be the sole holder of record of the Global
Certificates and no investor or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is
to receive, hold or deliver any bond certificates so long as the
Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in
paragraph 12.
Certificates evidencing the Bonds may not after their
original delivery be transferred or exchanged except:
(i) Upon registration of transfer of ownership of a
Global Certificate, as provided in paragraph 12,
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(ii) To any successor of the Depository (or its
nominee) or any substitute depository (a "substitute
depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository
or any substitute depository must be both a"clearing
corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a
qualified and registered "clearing agency" as provided in
Section 17A of the Securities Exchange Act o£ 1934, as
amended,
(iii) To a substitute depository designated by and
acceptable to the City upon (a) the determination by the
Depository that the Bonds shall no longer be eligible for
its depository services or (b) a determination by the City
that the Depository is no longer able to carry out its
functions, provided that any substitute depository must be
qualified to act as such, as provided in clause (ii) of this
subparagraph, or
(iv) To those persons to whom transfer is requested
in written transfer instructions in the event that:
(a) the Depository shall resign or discontinue
its services for the Bonds and the City is unable to
locate a ssbstitute depository within two (2) months
following the resignation or determination of
non-eligibility, or
(b) upon a determination by the City in its sole
discretion (1) that the continuation of the book-entry
system described herein, which precludes the issuance
of certificates (other than Global Certificates) to any
Holder other than the Depository (or its nominee),
might adversely affect the interest of the beneficial
owners of the Bonds, or (2) that it is in the best
interest of the beneficial owners of the Bonds that
they be able to obtain certificated bonds,
in either of which events the City shall notify Holders of
its determination and of the availability of certificates
(the "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will
be conducted as provided in paragraphs 9B and 12 hereof.
In the event of a succession of the Depository as may
be authorized by this paragraph, the Bond Registrar upon
presentation of Global Certificates shall register their transfer
to the substitute or successor depository, and the substitute or
successor depository shall be treated as the Depository for all
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puxposes and functions under this
Representations shall not apply to
depository unless the City and the
depository so agree, and a simila
7. Redemption.
resolution. The Letter of
a substitute or successor
substitute or successor
r agreement may be entered into_
(a) Optional Redemption; Due Date. All Bonds maturing
after December 1, 2005, shall be subject to redemption and
prepayment at the option of the City on such date and on any day
thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of Che Bonds subject to prepayment.
If redemption is in part, those Bonds remaining unpaid may be
prepaid in such order of maturity and in such amount per maturity
as the City sha11 determine; and if only part of the Bonds having
a common maturity date are called for prepayment, the Global
Certificates may be prepaid in $5,000 increments of principal
and, if applicable, the specific Replacement Bonds to be prepaid
shall be chosen by lot by the Bond RegisCrar. 8onds or portions
thereof called for redemption shall be due and payable on the
redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
(b) Notation on Global Certificate. Upon a reduction in
the aggregate principal amount of a Global Certificate, the
Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so
redeemed, or may return the Global Certificate to the Bond
Registrar in exchange for a new Global Certificate authenticated
by the Bond Registrar, in proper principal amount. Such
notation, if made by the Holder, shall be for reference only, and
may not be relied upon by any other person as being in any way
determinative of the principal amount of such Global Certificate
outstanding, unless the Bond Registrar has signed the appropriate
column of the panel.
(c) Selection of Replacement Bonds. To effect a partial
redemption of Replacement Bonds having a common maturity date,
the Bond Registrar prior to giving notice of redemption shall
assign to each Replacement Bond having a common maturity date a
distinctive number for each $5,000 of the principal amount of
such Replacement Bond. The Bond Registrar shall then select by
lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Replacement
Bonds, as many numbers as, at $5,000 for each number, shall equal
the principal amount of such Replacement Bonds to be redeemed.
The Replacement Bonds to be redeemed shall be the Replacement
Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be
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redeemed as shall equal $5,000 £or each number assigned to it and
so selected.
(d) Partial Redemption of Replacement Bonds. If a
Replacement Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the City and Bond Registrar duly executed by the
Holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Replacement Bond, without service charge, a new Replacement Bond
or Bonds of the same series having the same stated maturity and
interest rate and of.any authorized denomination or
denominations, as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed
portion o£ the principal of the Bond so surrendered.
(e) Recruest for Redemption. The Bond Registrar shall call
Bonds for redemption and payment as herein provided upon receipt
by the Bond Registrar at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the
Bond Registrar is other than a City officer. Such request shall
specify the principal amount of Bonds to be called for redemption
and the redemption date.
(f) Notice. Mailed notice of redempti
the gaying agent (if other than a City office
affected Holder. If and when the City shall
Bonds for redemption and payment prior to the
thereof, the Bond Registrar shall give writte
of the City of its intention to redeem and pay suc
office of the Bond Registrar. Notice of redempti
given by first class mail, postage prepaid, maile
thirty (30) days prior to the redemption date, to
Bonds to be redeemed, at the address appearing in
Register. All notices of redemption shall state:
(i)
(ii)
The redemption date;
The redemption price;
be given
o each
of the
maturity
in the
h Bonds at
on shall be
d not less t
each Holder
the Bond
to
name
the
han
of
(iii) If less than all outstanding Bonds are to be
redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the Bonds
to be redeemed;
(iv) That on the redemption date, the redemption price
will become due and payable upon each such Bond, and that
353732.3
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on shall
r) and t
call any
stated
n notice
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interest thereon shall cease to accrue from and after said
date; and
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(v) The place where such Bonds are to be surrendered
for payment of the redemption price (which shall be the
office of the Bond Registrar).
(g) Notice to Depositorv. Notices to The Depository Trust
Company or its nominee shall contain the CUSIP numbers of the
Bonds. If there are any Holders of the Bonds other than the
Depository or its nominee, the Bond Registrar shall use its best
efforts to deliver any such notice to the Depository on the
business day next preceding the date of mailing of such notice to
all other Holders.
8. Bond Reqistrar. First Trust National Association
in Saint Paul, Minnesota, is appointed to act as bond registrar
and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond
Registrar is duly appointed, all pursuant to any contract the
City and Bond Registrar shall execute which is consistent
herewith. A successor Bond Registrar shall be an officer of the
City or a bank or trust company eligible for designation as bond
registrar pursuant to Minnesota Statutes, Chapter 475, and may be
appointed pursuant to any contract the City and such successor
Bond Registrar shall execute which is consistent herewith. The
Bond Registrar shall also serve as paying agent unless and until
a successor paying agent is duly appointed. Principal and
interest on the Bonds shall be paid to the Holders (or record
holders) of the Bonds in the manner set forth in the forms of
Bond and paragraph 14 of this resolution.
9. Forms of Bond. The Bonds sha11 be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form o£ bond may
contain such additional or different terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
A. G1oba1 Certificates. The Global Certificates,
together with the Certificate of Registration, the Register of
Partial Payments, the form of Assignment and the registration
information thereon, shall be in substantially the £ollowing form
and may be typewritten rather than printed:
353732.3
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R-
INTEREST
RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
WATER REVENUE REFUI3DIATG
BOND, SERIES 1997C
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MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
December 1,
iiZiSilFe\:b:
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of registration below, or registered assigns, solely from the
source and in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on June 1 and December 1 of each year (each, an
"Interest Payment Date"), commencing December 1, 1997, at the
rate per annum specified above (calculated on the basis of a
360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from
the most recent Interest Payment Date to which interest has been
paid or, if no interest has been paid, from the date of original
issue hereof. The principal of and premium, if any, on this Bond
are payable in same-day funds by 2:30 p.m., Eastern time, upon
presentation and surrender hereof at the principal office of
in , Minnesota (the
"Bond Registrar"), acting as paying agent, or any successor
paying agent duly appointed by the Issuer; provided, however,
that upon a partial redemption of this Bond which results in the
stated amount hereof being reduced, the Holder may in its
discretion be paid without presentation of this Bond, which
payment shall be received no later than 2:30 p.m., Eastern time,
and may make a notation on the panel provided herein of such
redemption, stating the amount so redeemed, or may return the
Bond to the Bond Registrar in exchange for a new Bond in the
proper principal amount. Such notation, i£ made by the Holder,
shall be for reference only, and may not be relied upon by any
other person as being in any way determinative of the principal
July 1, 1997
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amount of this Bond outstanding, unless the Bond Registrar has
signed the appropriate column of the panel. Interest on this
Bond will be paid on each Interest Payment Date in same-day funds
by 2:30 p.m., Eastern time, to the person in whose name this Bond
is registered (the "Holder" or "BOndholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the
fifteenth day of the calendar month next preceding such Interest
Payment Date (the "Regular Record Date"). Interest payments
shall be received by the Iiolder no later than 2:30 p.m., Eastern
time; and principal and premium payments shall be received by the
Holder no later than 2:30 p.m., Eastern time, if the Bond is
surrendered for payment enough in advance to permit payment to be
made by such time. Any interest not so timely paid shall cease
to be payable to the person who is the Aolder hereof as of the
Regular Record Date, and shall be payable to the person who is
the Holder hereof at the olose of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money
becomes available for paymenC of the defaulted interest. Notice
of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America.
Date of Pavment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Bond sha11 be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Bond Registrar is located
are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redemption. All Bonds of this issue (the "Bonds")
maturing after December 1, 2005, are subject to redemption and
prepayment at the option of the Issuer on such date and on any
day therea£ter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining
unpaid may be prepaid in such order of maturity and in such
amount per maturity as the City shall determine; and if only part
of the Bonds having a common maturity date are called for
prepayment, this Bond may be prepaid in $5,000 increments of
principal. Bonds or portions thereof called for redemption shall
be due and payable on the redemption clate, and interest thereon
shall cease to accrue from and after the redemption date.
353732.3 �-2
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Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City offiaer)
and to each affected Holder of the Sonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than thirty (30)
days prior to the redemption date to each Aolder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
fteplacement or Notation of Bonds after Partial
Redemption. Upon a partial redemption of this Bond which results
in the stated amount hereof being reduced, the Holder may in its
discretion make a notation on the panel provided herein of such
redemption, stating the amount so redeemed. Such notation, if
made by the Holder, shall be for reference only, and may not be
relied upon by any other person as being in any way determinative
of the principal amount of the Bond outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
Otherwise, the Holder may surrender this Bond to the Bond
Registrar (with, if the Issuer or Bond Registrar so requires, a
written instrument of transfer in form satisfactory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in writing) and the Issuer
shal� execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without
service charge, a new Bond of the same series having the same
stated maturity and interest rate and of the authorized
denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance: Purpose; Special Obligation. This Bond is
one of an issue in the total principal amount of $7,000,000, all
of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota and Che
Charter of the Issuer, and pursuant to a resoluCion adopted by
the City Council of the Issuer on June 11, 1997 (the "Resolu-
tion"), for the gurpose of providing, together with certain other
moneys of the Issuer, funds sufficient for a current refunding of
the Issuer's outstandinq Variable Rate Demand Water Revenue
Bonds, Series 1994D. The Bonds and the interest thereon are
payable solely and exclusively from the Net Revenues of the Water
utility of the Issuer pledged to the payment thereof, and do not
constitute a debt of the Issuer or of the Saint Paul Board of
Water Commissioners within the meaning of any constitutional,
Charter or statutory limitation of indebtedness. In the event of
any default hereunder, the Holder of this Bond may exercise any
of the rights and privileges granted by the laws of the State of
353732.3 13
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1 Minnesota, subject to-the provisions of the Resolution. The
2 Bonds of this issue, together with the Water Revenue Bonds,
3 Series 1993E, issued in the principal amount of $11,175,000, are
4 a first and prior lien upon the Net Revenues of the Water Utility
5 of the Issuer, except that the Issuer is authorized under certain
6 conditions to issue additional revenue obligations on a parity of
7 lien with these Bonds, all as provided in the Resolution.
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Action by Holders. The Holders of twenty percent (20°s)
or more in aggregate principal amount of Bonds at any time
outstanding may, either at law or in equity, by suit, action, or
other proceedings, protect and enforce the rights of all Holders
of Bonds then outstanding, or enforce and compel the performance
o£ any and all of the covenants and duties specified in the
Resolution to be performed by the Issuer or the Board of Water
Commissioners or their officers and agents; provided, however,
that nothing shall affect or impair the right of any Bondholder
to enforce the payment of the principal of and interest on any
Bond at and after the maturity thereof, or the obligation of the
Issuer to pay the principal of and interest on each of the Bonds
issued to the respective Holders thereof at the time and place,
from the source and in the manner provided in the Bonds.
Denominations; Exchanae; Resolution. The Bonds are
issuable originally only as Global Certificates in the
denomination of the entire principal, amount of the issue maturing
on a single date, or, if a portion of said principal is prepaid,
said principal amount less the prepayment. G1oba1 Certi£icates
are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in
exchange for Replacement Bonds if then available. Replacement
Bonds, if made available as provided below, are issuable solely
as fully registered bonds in the denominations of $5,000 and
integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Replacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository shall resign or
its services for the Bonds, and only if
unable to locate a substitute depository
353732.3
14
discontinue
the Issuer is
within two (2)
9'l -'1 �°�
months following the resignation-or determination of
non-eligibility, or
ib) upon a determination by the Issuer in its
sole discretion (1) that the continuation of the
book-entry system described in the Resolution, which
precludes the issuance of certificates (other than
Global Certificates) to any Holder other than the
Depository (or its nominee), might adversely affect the
interest of the beneficial owners of the Bonds, or (2)
that it is in the best interest of the beneficial
owners of the Bonds that they be able to obtain
certificated bonds.
Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registration to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the certificate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person exclusively entitled to exercise all the
rights and powers of an owner until this Bond is presented with
such assignment for registration of transfer, accompanied by
assurance 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 Bond Registrar, all subject to
the terms and conditions provided in the Resolution and to
reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar. Transfer of this Bond
may, at the direction and expense of the Issuer, be subject to
certain other restrictions if required to qualify this Bond as
being "in registered form" within the meaning of Section 149(a)
of the federal Internal Revenue Code of 1986, as amended.
Fees uoon Transfer or Loss. The Bond Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding
transfers and lost Bonds.
Treatment of Reqistered Owner. The Issuer and Bond
Registrar may treat the person in whose name this Bond is
registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided with
respect to the Record Date) and for all other purposes, whether
or not this Bond shall be overdue, and neither the Issuer nor the
Bond Registrar shall be affected by notice to the contrary.
353732.3 1 5
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1 Authentication This Bond shall not be valid or become
2 obligatory for any puxpose or be entitled to any security unless
3 the Certificate of Authentication hereon shall have been executed
4 by the Bond Registrar.
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Not Oualified Tax-Exempt Obligations. The Bonds have
not been designated by the Issuer as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. The Bonds do not
qualify for such designation.
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 Issuer to be done,
to happen and to be performed, precedent to and in the issuance
of this Bond, have been done, have happened and have been
performed, in regular and due form, time and manner as required
by law; that this Bond, together with all other debts of the
Issuer outstanding on the date of original issue hereof and on
the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter
limitation of indebtedness; and that the Issuer will establish
rates and charges for the water service furnished by its Water
Utility sufficient in amount to promptly meet the principal and
interest requirements of this issue.
IN WITNESS WHEREOF, the City of Saint Pau1, Ramsey
County, Minnesota, by its City Council has caused this Bond to be
sealed with its official seal and to be executed on its behal£ by
the photocopied facsimile signature of its Mayor, attested by the
photocopied facsimile signature of its Clerk, and countersigned
by the photocopied facsimile signature of its Director, Office of
Financial Services.
353732.3
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Date of Registration:
BOND REGISTRAZ2'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution
mentioned within.
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COiTNTY, MINNESOTA
Mayor
Attest:
Bond Registrar �
By
Authorized Signature
(SEAL)
City Clerk
Countersigned:
Director, Office of
Financial Services
Water Revenue Refunding Bond, Series 1997C, No. R-
353T52.3 17
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CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached
Bond may be made only by the registered owner or his, her or its
legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
353732.3 1g
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REGISTER OF FARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the
dates and in the amounts noted below:
Signature of Signature of
Date Amount Bondholder Bond Reaistrar
If a notation is made on this register, such notation has the
effect stated in the attached Sond. Partial payments do not
require the presentation of the attached Bond to the Bond
Registrar, and a Holder could fail to note the partial payment
here.
353732.3 7-9
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, sha11 be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM
TEN ENT
JT TEN -
�iyYui_�
353732.3
- as tenants in oommon
- as tenants by the entireties
as joint tenants with right of survivorship
and not as tenants in common
as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
20
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ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the attached Bond and does
hereby irrevocably constitute and appoint
attomey to transfer
the Bond on the books kept for the registration thereof, with
full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the
name as it appears upon the face of
the attached Bond in every
particular, without alteration or
any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges or any other ��Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this
Bond unless the information concerning the transferee requested
below is provided.
Name and Address:
(Include information for all joint owners if
the Bond is held by joint account.)
3537323 21
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1 B. Replacement Bonds. If the City has notified
2 Holders that Replacement Bonds have been made available as
3 provided in paragraph 6, then for every Bond thereafter
4 transferred or exchanged (including an exchange to reflect the
5 partial prepayment of a Global Certificate not previously
6 exchanged for Replacement Bonds) the Bond Registrar shall deliver
7 a certificate in the form of the Replacement Bond rather than the
8 Global Certificate, but the Holder of a Global Certificate shall
9 not otherwise be required to exchange the Global Certificate for
10 one or more Replacement Bonds since the City recognizes that some
li beneficial owners may prefer the convenience of the Depository's
12 registered ownership of the Bonds even though the entire issue is
13 no longer required to be in global book-entry form. The
14 Replacement Bonds, together with the Bond Registrar's Certi£icate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
18
3537323 22
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
�
WATER REVENUE REF`UNDING
BOND, SERIES 1997C
INTEREST
RATE
MATURITY DATE OF
DATE ORIGINAL ISSUE
CUSIP
July 1, 1997
REGISTERED OWNER:
PRTNCIPAI, AMOiTNT:
DOLLARS
IZNOW ALL PERSONS BY THESE PRESENTS that the City o£
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, solely from the source and in the manner hereinafter set
forth, the principal amount speci£ied above, on the maturity date
specified above, unless called for earlier redemption, and to pay
interest thereon semiannually on June 1 and December 1 of each
year (each, an "Interest Payment Date"), commencing December 1,
1997, at the rate per annum specified above (calculated on the
basis of a 360-day year of twelve 30-day months) until the
principal sum is paid or has been provided for. This Bond will
bear interest from the most recent Tnterest Payment Date to which
interest has been paid or, if no interesC has been paid, from the
date of original issue hereof. The principal of and premium, if
any, on this Bond are payable upon presentation and surrender
hereof at the principal office of ,
in , (the "Bond Registrar��), acting
as paying agent or any successor paying agent duly appointed by
the Issuer. Interest on this Bond will be paid on each Interest
Payment Date by check or draft mailed to the person in whose name
this Bond is registered (the "Holder" or "Bondholder'�) on the
registration books of the Issuer maintained by the Bond Registrar
and at the address appearing thereon at the close of business on
the fifteenth day of the calendar month next preceding such
Interest Payment Date (the "Regular Record Date"). Any interest
not so timely paid shall cease to be payable to the person who is
the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of
business on a date (the "Special Record Date��) fixed by the Bond
353732.3 2 3
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Registrar whenever money becomes available for payment o£ the
defaulted interest. Notice of the Special Record Date shall be
given to Bondholders not less than ten days prior to the Special
Record Date. The principal of and premium, if any, and interest
on this Bond are payable in lawful money of the United States of
America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
FOR ALi, PURPOSES HAVE THE SAMS EFFECT AS IF SET FORTH HERE.
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 Issuer to be done,
to happen and to be performed, precedent to and in the issuance
of this Bond, have been done, have happened and have been
performed, in regular and due form, time and manner as required
by law; that this Bond, together with all other debts of the
Issuer outstanding on the date of original issue hereof and on
the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter
limitation of indebtedness; and that the Issuer will establish
rates and charges for the water service furnished by its Water
Utility sufficient in amount to promptly meet the principal and
interest requirements of this issue.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
County, Minnesota, by its City Council has caused this Bond to be
sealed with its official seal or a facsimile thereof and to be
executed on its behalf by the original or facsimile signature of
its Mayor, attested by the original or facsimile signature of its
Clerk, and countersigned by the original or facsimile signature
of its Director, Office of Financial Services.
3537323 24
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Date of Registration:
BOND REGISTRP.R'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar �
By
Authorized Signature
(SEAL)
353732.3
Registrable by:
Payable at: _
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
25
°1'1-�l �°,
ON REVERSE OF BOND
Date of Pavment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, 1ega1 holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Bond Registrar is located
are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redemption. All Bonds of this issue (the "BOnds")
maturing after December 1, 2005, are subject to redemption and
prepayment at the option of the Issuer on such date and on any
day thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining
unpaid may be prepaid in such order of maturity and in such
amount per maturity as the City shall determine; and if only part
of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by
lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the
redemption date.
Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than Chirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the ��CUSIP"
numbers assigned to the Sonds sha11 be used.
Selection of Bonds for Redemotion. To effect a partial
redemption of Bonds having a common maturity date, the Bond
Registrar shall assign to each Bond having a common maturity date
a distinctive number for each $5,000 of the principal amount of
such Bond. The Bond Registrar shall then select by lot, using
such method of selection as it shall deem proper in its
discretion, from the numbers assigned to the Bonds, as many
numbers as, at $5,000 for each number, shall equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount o£
353732.3 2 6
°1'1-'1 l�
1 such Bond of a denomination of more than $5,000 shall be redeemed
2 as shall equal $5,000 for each number assigned to it and so
3 selected. If a Bond is to be redeemed only in part, it shall be
4 surrendered to the Bond Registrar (with, if the Issuer or Bond
5 Registrar so requires, a written instrument of transfer in form
6 satisfactory to the Issuer and Bond Registrar duly executed by
7 the Holder thereof or his, her or its attorney duly authorized in
8 writing) and the Issuer shall execute (if necessary) and the Bond
9 Registrar sha11 authenticate and deliver to the Holder of such
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Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by
such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion o£ the principal of the Bond
so surrendered.
Issuance; Purpose: Special Obliaation. This Bond is
one of an issue in the total principal amount of $7,000,000, all
of like date of original issue and tenor, except as to number,
maturiCy, inCerest rate, denomination and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State o£ Minnesota and the
Charter of the Issuer, and pursuant to a resolution adopted by
the City Council of the Issuer on June il, 1997 ithe
"Resolution"), for the purpose of providing, together with
certain other moneys of the Issuer, funds sufficient for a
current refunding of the Issuer's outstanding Variable Rate
Demand Water Revenue Bonds, Series 1994D. The Bonds and the
interest thereon are payable solely and exclusively from the Net
Revenues of the Water Utility of the Issuer pledged to the
payment thereof, and do not constitute a debt of the Issuer or of
the Saint Paul Board of Water Commissioners within the meaning of
any constitutional, Charter or statutory limitation of
indebtedness. In the event of any default hereunder, the Holder
of this Bond may exercise any of the rights and privileges
granted by the laws of the State of Minnesota, subject to the
provisions of the Resolution. The Bonds of this issue, together
with the Water Revenue Bonds, Series 1993E, issued in the
principal amount of $11,175,000, are a first and prior lien upon
the Net Revenues of the Water Utility of the Issuer, except that
the Issuer is authorized under certain conditions to issue
additional revenue obligations on a parity of lien with these
Bonds, all as provided in the Resolution.
Action by Holders. The Holders of twenty percent t20%)
or more in aggregate principal amount o£ Bonds at any time
outstanding may, either by law or in equity, by suit, action, or
other proceedings, protect and enforce the rights o£ all Holders
of Bonds then outstanding, or enforce and compel the performance
of any and all of the covenants and duties specified in the
353T523 2 7
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Resolution to be performed by the Issuer or the Board of Water
Commissioners or their officers and agents; provided, however,
that nothing shall affect or impair the right of any Bondholder
to enforce the payment of the principal of and interest on any
Bond at and after the maturity thereof, or the obligation of the
Issuer to pay the principal of and interest on each of the Bonds
issued to the respective Holders thereof at the time and place,
from the source and in the manner provided in the Bonds_
Denominations: Exchanae; Resolution. The Bonds are
issuable solely as fully registered bonds in the denominations of
$5,000 and integral multiples thereof of a single maturity and
are exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Re£erence is hereby made to the Resolution for a description o£
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Transfer. This Bond is transferable by the Holder in
person or by his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and to reasonable
regulations of.the Issuer-contained in any agreement with the
Bond Registrar. Thereupon the Issuer shall execute and the Bond
Registrar shall authenticate and deliver, in exchange £or this
Bond, one or more new fully, registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar
designation), of an authorized denomination or denominations, in
aggregate principal amount equal to the principal amount of this
Bond, of the same maturity and bearing interest at the same rate.
Fees uQon Transfer or Loss. The Bond Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding
transfers and lost Bonds.
Treatment of Reaistered Owner. The Issuer and Bond
Registrar may treat the person in whose name this Bond is
registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided on the
reverse side hereof with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and
neither the Issuer nor the Bond Registrar shall be affected by
notice to the contrary.
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Authentication This Bond shall not be valid or become
obligatoYy for any purpose or be entitled to any security unless
the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Not Oualified Tax-Exemnt Obliaations. The Bonds have
not been designated by the Issuer as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. The Bonds do not
qualify for such designation.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, shall be construed as though they were
written out in full according to applicable law regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the within Bond and does hereby irrevocably constitute and
appoint attorney to transfer the Bond on
the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the
name as it appears upon the face of
the within Bond in every
particular, without alteration or
any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this
Bond unless the information concerning the transferee requested
below is provided.
Name and Address:
(Include information for all joint owners if
the Bond is held by joint account.)
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10. Execution The Bonds shall be executed on behalf
of the City by the signatures of its Mayor, Clerk and Director,
Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied facsimile; and provided further that any of such
signatures may be printed or photocopied facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or
disabled officer. In case an}r such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Sonds, such
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication; Date of Recristration. No Bond
shall be valid or obligatory for any purpose or be entitled to
any security or benefit under this resolution unless a
Certificate of Authentication on such Bond, substantially in the
form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certificates to the Purchaser, the Sond Registrar sha11 insert as
the date of registration the date of original issue, which date
is July 1, 1997. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Registration; Transfer; Exchanae. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the registration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
A Global Certificate shall be registered in the name of
the payee on the books of the Bond Registrar by presenting the
Global Certificate for registration to the Bond Registrar, who
will endorse his or her name and note the date of registration
opposite the name of the payee in the certificate of registration
on the Global Certificate. Thereafter a Global Certificate may
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be transferred by delivery with an assignment duly executed by
the Holder or his, her or its legal representative, and the City
and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until
a Global Certificate is presented with such assignment £or
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 thereon
by the Bond Registrar, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the
City contained in any agreement with, or notice to, the Bond
Registrar.
Transfer of a Global Certificate may, at the direction
and expense of the City, be subject to other restrictions if
required to qualify the Global Certificates as being "in
registered form" within the meaning of Section 149(a) of the
federal Internal Revenue Code of 1986, as amended,
If a Global Certificate is to be exchanged for one or
more Replacement Bonds, all of the principal amount of the Global
Certificate shall be so exchanged.
Upon surrender for transfer of any Replacement Bond at
the principal office of the Bond Registrar, the City shall
execute (if necessary), and the Bond RegisCrar shall
authenticate, insert the date of registration (as provided in
paragraph 11) of, and deliver, in the name of the designated
transferee or transferees, one or more new Replacement Bonds of
any authorized denomination or denominations of a like aggregate
principal amount, having the same stated maturity and interest
rate, as requested by the transferor; provided, however, that no
Bond may be registered in blank or in the name of "bearer" or
similar designation.
At the option of the Holder of a Replacement Bond,
Replacement Bonds may be exchanged for Replacement Bonds of any
authorized denomination or denominations of a like aggregate
principal amount and stated maturity, upon surrender of the
Replacement Bonds to be exchanged at the principal office of the
Bond Registrar. Whenever any Iteplacement Bonds are so
surrendered for exchange, the City shall execute (if necessary),
and the Bond Registrar shall authenticate, insert the date of
registration of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. Global
Certi£icates may not be exchanged for Global Certificates of
smaller denominations.
Al1 Bonds surrendered upon any exchange or transfer
provided for in this resolution shall be promptly cancelled by
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5 Bonds shall be valid special obligations of the City evidencing
6 the same debt, and entitled to the same benefits under this
7 resolution, as the Bonds surrendered for such exchange or
8 transfer.
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Every Bond presented or surrendered for transfer or
exchange shall be duly endorsed or be accompanied by a written
instrument of transfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its
attorney duly authorized in writing.
The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable
in connection with the transfer or exchange of any Bond and any
1ega1 or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable
regulations of the City contained in any agreement with, or
notice to, the Bond Registrar, including regulations which permit
the Bond Registrar to close its transfer books between record
dates and payment dates.
13. Riahts Ubon Transfer or Exchange. &ach Bond
delivered upon transfer of or in exchange for or in lieu of any
other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
14. Interest Payment: Record Date. Interest on any
Global Certificate shall be paid as provided in the first
paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder'�) on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (15th) day of the calendar
month next preceding such Interest Payment Date (the "Regular
Record Date"). Any such interest not so timely paid shall cease
to be payable to the person who is the Holder thereof as of the
Regular Record Date, and shall be payable to the person who is
the Holder thereof at the close of business on a date (the
"Special Record Date"1 fixed by the Bond Registrar whenever money
becomes available £or payment of the de£aulted interest. Notice
of the Special Record Date shall be given by the Bond Registrar
to the Aolders not less than ten (10) days prior to the Special
Record Date.
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15. Holders• Treatment o£ ReQistered Owner; Consent of
Iiolders.
(A) For the purposes of all actions, consents and other
matters affecting Iiolders of the Bonds, other than payments,
redemptions, and purchases, the City may {but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner
of the Bond instead of the person in whose name the Bond is
registered. For that purpose, the City may ascertain the
identity of the beneficial owner of the Bond by such means as the
Bond Registrar in its sole discretion deems appropriate,
including but not limited to a certificate from the person in
whose name Che Bond is registered identifying such beneficial
owner.
(B} The City and Bond Registrar may treat the person in
whose name any Bond is registered as the owner of such Bond for
the purpose of receiving payment of principal of and premium, if
any, and interest isubject to the payment provisions in paragraph
14 above) on, such Bond and for all other purposes whatsoever
whether or not such Bond shall be overdue, and neither the City
nor the Bond Registrar shall be affected by notice to the
contrary.
(C) Any consent, request, direction, approval, objection or
other instrument to be signed and executed by the Holders may be
in any number of concurrent writings of similar tenor and must be
signed or executed by such Aolders in person or by agent
appointed in writing. Proof of the execution of any such
consent, request, direction, approval, objection or other
instrument or of the writing appointing any such agent and of the
ownership of Bonds, if made in the following manner, shall be
sufficient for any of the purposes of this resolution, and shall
be conclusive in favor of the City with regard to any action
taken by it under such request or other instrument, namely:
(1) The fact and date of the execution by any person of
any such writing may be proved by the certificate of any
officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person
signing such writing acknowledged before him the execution
thereof, or by an a£fidavit of any witness to such
execution.
(2) Subject to the provisions of subparagraph (A)
above, the fact of the ownership by any person of Bonds and
the amounts and numbers of such Bonds, and the date of the
holding of the same, may be proved by reference to the bond
register.
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16. Deliverv; Application of Proceeds. The Global
Certificates when so prepared and executed shall be delivered by
the Director, O£fice of Financial Services, to the Purchasex upon
receipt of the purchase price, and the Purchaser shall not be
obliged to see to the proper application thereof.
17. Fund and Accounts. For the convenience and proper
administration of the proceeds from the sale of the 1997 Bonds
and for the payment of principal of and interest on the 1997
Bonds, the Board of Water Commissioners Water Utility Enterprise
Fund (the "Water Utility Fund", heretofore in resolutions
relating to the 1993 Bonds and 1994 Bonds also referred to as the
"Water Utility Fund") heretofore created shall continue in force
and e£fect as a separate fund of the City and of the Board until
a11 of the 1997 Bonds are fu11y paid and retired. In the Water
Utility Fund there is hereby created a 1997 Refunding Account and
in addition there are, and there shall continue to be, the
following accounts:
(a) A"1997 Refunding Account", to which shall be
credited all proceeds of the sale of the 1997 Bonds,
together with any other moneys provided by the City as set
forth in paragraph 27. The 1997 Refunding Account shall be
used to pay the 1993 Bonds upon their early redemption and
to pay the costs of issuing the 1997 Bonds. The moneys in
the 1997 Refunding Account shall be used solely for the
purposes herein set forth and for no other purpose, except
that any surplus in the 1997 Refunding Account shall be
deposited in the Revenue Bond Debt Service Account.
(b) An "O�eration and Maintenance Account", into which
shall be paid all gross revenues and earnings derived from
the operation of the Water Utility system including any
assessments which may from time to time be levied with
respect to the Water Utility. From this account there shall
be paid all, but only, current expenses of said system.
Current expenses shall include the reasonable and necessary
costs of administering, operating, maintaining and insuring
the system, salaries, wages, costs of materials and
supplies, costs of water production and distribution,
necessary legal, engineering and auditing services, and a11
other items which, by sound accounting practices, constitute
normal, reasonable and current costs of operation and
maintenance, but excluding any allowance for depreciation,
extraordinary repairs and payments into the Revenue Bond
Debt Service Account and Reserve Account. There shall at
all times be maintained in said account a reserve in an
amount sufficient to cover the operation and maintenance
costs of the Water Utility system for the ensuing fifteen
(15? day period; neither said reserve nor any annual
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addition thereto shall constitute "Net Revenues" as defined
below. The balance from time to time remaining in the
Operation and Maintenance Account, including interest or
other earnings received from the investment of any moneys in
the Water Utility Fund, after paying or providing for the
foregoing items, shall constitute, and are referred to in
this resolution as, "Net Revenues"_ Payments of fees to
trustees for bonds, to providers of liquidity facilities or
credit enhancement facilities for bonds and remarketing
agents for bonds are also current expenses.
(c) A°Revenue Bond Debt Service Account", into which
there shall be credited and to which there is hereby
irrevocably pledged from the Net Revenues of the operation
of the Water Utility system monthly commencing in July,
1997, a sum equal to at least 1/12 of the total principal
and interest on the 1997 Bonds and any other bonds issued on
a parity therewith during the ensuing twelve (12) months;
provided, however, that no further payments need be made to
said account when the moneys held therein are sufficient for
the payment of a11 principal and interest due on said bonds
on and prior to the next maturity date. No money shall be
paid out of said account except to pay principal, premium,
if any, and interest on the 1997 Bonds and any other bonds
which are issued on a parity with the 1997 Bonds.
(d) A"Reserve Account�', which was heretofore created,
and is hereby continued, to be used only when and if moneys
in the Revenue Bond Debt Service Account or other moneys
available therefor are insufficient to pay principal,
premium, if any, and interest on the bonds payable from the
Revenue Bond Debt Service Account; provided, however, that
the moneys in the Reserve Account may be used to prepay said
bonds, when such prepayment will retire all of the bonds
then outstanding. Amounts already in the Reserve Account
pursuant to the resolutions authorizing the issuance of the
1993 Bonds and 1994 Bonds shall be maintained therein upon
the issuance of the 1997 Bonds to the extent necessary to
equal the amount required to be maintained in the Reserve
Account as set forth below, being initially amounts required
for the 1993 Bonds and 1997 Bonds. Whenever the moneys in
the Reserve Account exceed the amount required to be
maintained in the Reserve Account as set forth below, such
excess may be transferred to the Revenue Bond Debt Service
Account; and whenever the moneys in the Reserve Account
sha11 be less than said amount, the Reserve Account shall be
restored to said amount from the next available Net
Revenues. The amount required to be maintained in the
Reserve Account shall be an amount equal to the lesser of:
tl) ten percent (10�) of the original princigal amount of
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the 1997 Bonds and other bonds payable from the Revenue Bond
Debt Service Account issued after the 1993 Bonds on a parity
of lien therewith, or {2) the maximum principal and interest
due in any year on the bonds payable £rom the Revenue Bond
Debt Service Account; and whenever the moneys in the Reserve
Account exceed such amount required to be maintained
therein, such excess may be transferred to the Revenue Bond
Debt Service Account. When only bonds issued after the 1994
Bonds are outstanding, the "maximum principal and interest
due in any year" on variable rate bonds shall be calculated
at such time (for any variable rate bonds issued prior to
such time) or in connection with their issuance (for
variable rate bonds issued after such time) assuming the
variable rate bonds bear fixed interest for the remainder of
their terms or for their terms, as appropriate, at the rates
prevailing at such time (for any variable rate bonds issued
prior to such time) or at the time of their issuance (for
variable rate bonds issued after such time) for utility
revenue bonds of comparable quality, maturity and taxable or
tax-exempt status, provided that other or different
assumptions may be used if necessary to obtain an investment
grade credit rating for the variable rate bonds or to
maintain the credit rating(s) then in effect for the bonds
then outstanding.
(e) Net Revenues in excess of those required for the
foregoing purposes may be used for any proper purpose.
(f) The money in the Water Utility Fund shall be
allotted and paid to the various accounts herein established
in the order in which said accounts are listed on a
cumulative basis, and if in any month the money in said
accounts is insufficient to place the required amount in any
accounts, the deficiency shall be made up in the following
month or months after payment into all other accounts having
a prior claim on said Net Revenues have been made in full.
(g) All money held in the Revenue Bond Debt Service
Account and the Reserve Account created by this resolution
shall be kept separate and apart from all other municipal
funds and accounts.
ih) Notwithstanding anything to the contrary herein,
moneys in the Water Utility Fund and any account thereof may
be used to pay any rebate of excess arbitrage earnings on
gross proceeds of the 1993 Bonds, 1994 Bonds and 1997 Bonds
to be paid to the United States in order to maintain the
exclusion from gross income under Section 103 of the Code
(as hereinafter defined) of the interest on the 1993 Bonds,
1994 Bonds and 1997 Bonds.
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(i) Accounts created £or bonds, notes or obligations
with a lien on Net Revenues subordinate to the lien of the
1997 Bonds shall be maintained and operated as required by
the resolutions authorizing the same.
(j) No portion of the proceeds of the 1997 Bonds sha11
be used directly or indirectly to acquire higher yielding
investments or to replace funds which were used directly or
indirectly to acquire higher yielding investments, except
(1) for a reasonable temporary period until such proceeds
are needed for the purpose for which the 1997 Bonds were
issued, (2) as part of a reasonably required reserve or
replacement fund not in exeess of ten percent (10a) of the
proceeds of the 1997 Bonds (or in a higher amount which the
City establishes is necessary to the satisfaction of the
Secretary of the Treasury of the United States), and (3) in
addition to the above in an amount not greater than the
lesser of five percent (50) of the proceeds of the 1997
Bonds or $100,000. To this effect, any proceeds of the 1997
Bonds and any sums from time to time held in the 1997
Refunding Account, Operation and Maintenance Account,
Reserve Account or Revenue Bond Debt Service Account (or any
other City or Board account which will be used to pay
principal or interest to become due on the bonds payable
there£rom) in excess o£ amounts which under the federal
arbitrage regulations may be invested without regard to
yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account
any applicable "temporary periods", minor portion or reserve
made available under the federal arbitrage regulations.
Money in the Water Utility Fund shall not be invested in
obligations or deposits issued by, guaranteed by or insured
by the United States or any agency or instrumentality
thereof if and to the extent that such investment would
cause the 1997 Bonds to be ��federally guaranteed" within the
meaning of Section 149(b) of the federal Tnternal Revenue
Code of 1986, as amended ithe "Code").
18. Paritv Bonds. The 1993 Bonds and 1997 Bonds shall
be a first charge and lien upon the Net Revenues of the Water
Utility. No part of such Net Revenues shall be pledged to the
payment of any general obligation bonds issued by the City while
any 1993 Bonds or 1997 Bonds or bonds issued on a parity
therewith remain outstanding and undischarged, unless the pledge
of Net Revenues to such general obligation bonds is expressly
made a second and subsequent lien and the City and Board covenant
to make the rates and charges of the Water Utility su�ficient to
timely pay such general obligation bonds. No additional revenue
obligations payable from the Revenue Bond Debt Service Account
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shall be herea£ter issued unless the same are e�ressly made a
second and subsequent lien upon the Net Revenues of the Water
Utility; provided, however, that additional obligations may be
issued on a parity of lien with the 1997 Bonds, provided that the
annual Net Revenues of said Water Utility for each of the two (2)
completed £iscal years immediately preceding the issuance of such
additional obligations shall have been one and one-half (1.5)
times the maximum annual principal and interest coming due
thereafter on all outstanding revenue obligations payable from
and having a parity of lien upon the Net Revenues of the Water
Utility Fund, including the additional obligations so to be
issued; provided further, however, that if the annual Net
Revenues in either or both of the aforesaid two (2) completed
fiscal years shall be insufficient to meet this test then any
reasonably projected increase in Net Revenues for the fiscal year
immediately following such second completed fiscal year may be
added to the Net Revenues for such completed fiscal years or
either of them (but the total of such projected increase in Net
Revenues may be added only once) in applying the foregoing test.
For purposes of the foregoing limitations, when only bonds issued
after the 1994 Bonds are outstanding, the "maximum annual
principal and interest coming due thereafter" on variable rate
bonds shall be calculated assuming the variable rate bonds bear
fixed interest at the rates prevailing at the time of the
calculation for utility revenue bonds of comparable quality,
maturity (or remaining maturity) and taxable or tax-exempt
status, provided that other or different assumptions may be used
if necessary to obtain an investment grade credit rating for the
variable rate bonds or to maintain the credit rating(s) then in
effect for the bonds then outstanding. Such facts shall be shown
by the Certificate of the General Manager of the Board of Water
Commissioners and shall be a finding of and recited in the
resolution of the City authorizing any such additional series.
In addition, the following conditions shall be met:
(a) The payments required to be made (at the time of
the issuance of such parity lien bonds? into the various
funds and accounts provided for in this resolution have been
made.
ib) All such parity lien bonds shall have a December 1
maturity or maturities and shall have semiannual interest
payments on June 1 and December 1 in each year; provided
that interest payments may be more frequent than
semiannually or on dates other than June 1 and December 1 if
such interest is paid in full only if at the time of payment
the interest deposits into the Revenue Bond Debt Service
Account for interest payments on June 1 or December 1, as
appropriate, on other bonds are current, and any
insufficiency of interest on all parity bonds is allocated
353732.3
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proportionately in each six-month period ending 3une 1 or
December 1, as appropriate.
(c) The proceeds of such parity lien bonds shall be
used only for the purpose of (1) making improvements,
additions, extensions, renewals or replacements to the Water
Utility, and capitalizing interest or establishing Reserves
and paying the costs of such financing, or (2} refunding
parity lien bonds (provided that bonds which refund parity
lien bonds may instead derive their parity lien status from
paragraphs 19 or 25 as applied in paragraph 20).
19. Refundina Maturina Bonds. The City also reserves
the right and privilege o£ issuing additional revenue bonds if
and to the extent needed to refund maturing bonds payable from
the moneys in the Water Utility Fund in case the moneys in the
Revenue Bond Debt Service Account are insufficient to pay the
same at maturity, which refunding revenue bonds may be on a
parity with this issue as to interest payments even if such
interest is in excess of the interest on the refunded bonds, but
shall mature subsequent to all the revenue obligations which are
payable from the Net Revenues of the Water Utility Fund and which
are sti11 outstanding upon completion of such refunding.
20. Other Revenue Obliaations. Except as authorized
in paragraphs 18, 19 and 25 hereof, the City covenants and agrees
that it will issue or incur no obligations payable from the Net
Revenues o£ all or a part of said Water Utility or constituting
in any manner a lien thereon, unless such obligations are
expressly made junior and subordinate to the lien and charge of
the 1997 Bonds on said Net Revenues. If bonds which refund the
1997 Bonds are parity lien bonds, they shall enjoy complete
equality of lien with any portion of the 1997 Bonds not refunded
and any other then outstanding bonds payable from the Revenue
Bond Debt Service Account, if any there be, and such refunding
bonds shall continue to have whatever priority of lien over
subsequent issues that the refunded bonds may have had. If only
a portion of the outstanding 1997 Bonds shall be refunded
such 1997 Bonds shall be refunded in such manner that the
interest rate of any refunding bond sha11 be greater than
interest rate of the corresponding refunded 1997 Bond (or
average net interest rate of the refunding bonds shall be,
shall be rea o bl
and if
the
the
or
s na y estimated to be, higher than the average net
interest rate of the refunded 1997 Bonds), or that the maturity
date of any refunding bond shall be earlier than the maturity
date of the corresponding refunded 1997 Bond (or the average
maturity of the refunding bonds shall be earlier than the average
maturity of the refunded 1997 Bonds), then such 1997 Bonds may
not be refunded without the consent of the holders of the
unrefunded portion of the 1997 Bonds and any other bonds then
353T323 41
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outstanding payable from the Revenue Bond Debt Service Account
unless the Net Revenues coverage test af paragraph 18 is met.
21. Insufficient Amounts. In the event that the
moneys in the Revenue Bond Debt Service Account shall be
insufficient at any particular time to pay the principal then due
and interest then accrued on all bonds payable therefrom, said
moneys shall first be applied to the payment pro rata of the
accrued interest on all such bonds, payable over a period ending
on June 1 or December 1, as appropriate, and any balance shall be
applied in payment pro rata of the principal on a11 such bonds,
provided further that if it shall ever be determined by a court
of competent jurisdiction while any such bonds remain outstanding
that the sums available and to become available for the payment
of the principal thereof and interest thereon are insufficient
whether or not then due, then the moneys in the Revenue Bond Debt
Service Account shall be applied in payment of all principal then
outstanding whether or not then due and the interest accrued
thereon to the date of payment ratably according to the aggregate
amount thereof without any preference or priority.
22. Suit b�Bondholders. The Holders of twenty
percent (20%) or more in aggregate principal amount of bonds
issued under this resolution and at any time outstanding may,
either at law or in equity, by suit, action, or other
proceedings, protect and enforce the rights of all Holders of the
1997 Bonds then outstanding or enforce or compel the performance
of any and all of the covenants and duties specified in this
resolution to be performed by the City or Board or their officers
and agents, including the fixing and maintaining of rates and
charges and the collection and proper segregation of revenues and
the application and use thereof.
23. Covenants. For the protection of the Holders of
the 1997 Bonds, the City herein covenants and agrees to and with
the holders thereof from time to time as follows:
(a) It will at all times through its Board adequately
maintain and efficiently operate the Water Utility as a City
utility. It will from time to time make a11 needful and
proper repairs, replacements, additions and betterments to
the equipment and facilities of said Water Utility so that
they may at all times be operated properly and
advantageously, and whenever any equipment of said system
shall have been worn out, destroyed or otherwise become
insufficient for proper use, it shall be promptly replaced
or repaired so that the value and efficiency of the
facilities shall be at all times fully maintained and its
revenues unencumbered by reason thereof_
353732.3 4 2
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(b) The rates for all water service and the charges
£or all water supplied by the Water Utility to the City and
its residents and to all other consumers shall be reasonable
and just, taking into account the cost and value of the
Water Utility, the cost of maintaining and operating the
Water Utility and the proper and neaessary allowances for
depreciation, the amounts required for the payment of
principal and interest on the bonds payable £rom the Net
Revenues of the Water Utility, and a11 other sums
customarily paid from the revenues of the Water Utility.
{c) It will as required by Section 10.11.2 of the City
Charter (and it will continue to do so whether or not
required by said Charter) establish, maintain and collect
such charges and rates as will produce revenues sufficient
to pay the reasonable cost of operation, repair and
maintenance of the Water iJtility and to pay the interest on
and principal of the 1997 Bonds and all bonds on a parity of
lien with the 1997 Bonds, as and when they become due, as
well as to provide sufficient money to make the required
appropriations to the various funds and accounts established
herein. The City will review the schedule of rates and
charges for the Water Utility at least annually when the
Board budget is reviewed.
(d) It will not sell, lease, mortgage, or in any manner
dispose of the Water Utility or any part thereof (including
any and all extensions and additions that may be made
thereto) until all revenue bonds payable from the Net
Revenues of the Water Utility or any part thereof have been
paid in full; provided, however, that the City may sell the
Water LTtility or any part thereof if simultaneously with or
prior to said sale all of the outstanding bonds are
discharged in accordance with paragraph 25 of this
resolution. This covenant shall not be construed to prevent
the sale by the City at fair market value of real estate,
equipment or other non-revenue-producing properties which in
the judgment of the City have become unnecessary,
uneconomical or inexpedient to use in connection with the
Water Utility provided that suitable facilities are obtained
in place thereof and provided further that nothing herein is
intended to prevent the City or Board from terminating or
otherwise preventing the termination of contracts for the
furnishing of water.
(e) It shall cause to be kept proper books, records and
accounts adapted to the Water Utility separate from other
acaounts to be audited at the end of each fiscal year. A
copy of said audit shall be furnished, without cost, to the
Purchaser of the 1997 Bonds. If the City fails to provide
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such audit within a reasonable time after the end of said
fiscal year, the holders of twenty percent (200) or more of
the outstanding bonds may cause such audit to be made at the
expense of the City. The expense of preparing such audit
shall be paid as current operating expenses of the Water
Utility. The Purchaser of the 1997 Bonds and the Holders
thereof, or their duly appointed representatives, from time
to time shall have the right, at all reasonable times, to
inspect the Water Utility system and to inspect and copy the
books, records, accounts and data relating thereto. The
City agrees to furnish copies of such audit, without cost,
to any Holder or Holders of the 1997 Bonds at their request
within a reasonable time after the end of each fiscal year.
(f) It will faithfully and punctually perform all
duties with reference to the Water Utility required by the
City Charter, the Constitution and laws of the State of
Minnesota and this resolution.
(g) It will grant no franchise to any competing
utility.
24. Amendments.
alteration shall be made in
the 1997 Bonds without the
than sixty percent (600) in
then outstanding except for
and alterations ta) made to
or omission, or (b) which w
Holders of such outstanding
nothing herein contained sh
permitting (1) an extension
or the interest on any such
principal amount of any suc
thereon, or (3) a privilege
No change, amendment, moditication or
the covenants made with Holders of
�onsent of the Holders of not less
principal amount of such 1997 Bonds
changes, amendments, modifications
cure any ambiguity or formal defect
�uld not materially prejudice the
1997 Bonds; provided, however, that
�11 permit or be construed as
of the maturiCy of the principal of
1997 Bonds, or (2) a reduction in the
z 1997 Bond or the rate of interest
or priority of any such 1997 Bond or
1997 Bonds over any otner bona or bonas excepL as oLnerwise
provided herein, or (4) a reduction in the aggregate principal
amount of such 1997 Bonds required for consent to any change,
amendment, modification or alteration, or i5) the creation of any
lien ranking prior to or on a parity with the lien of such 1997
Bonds, except as hereinbefore e�pressly permitted, or (6) a
modification of any of the provisions of this paragraph without
the consent of the Holders of one hundred percent (100%) of the
principal amount of such 1997 Bonds outstanding.
discharged
and other
1997 Bonds
sahich are
353732.3
25. Discharae. When all 1997 Bonds have been
as provided in this paragraph, all pledges, covenants
rights granted by this resolution to the Holders of the
shall cease. The City may discharge all 1997 Bonds
due on any date by depositing with the paying agent
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(but not if a City officer is the paying agent) or an escrow
agent for such 1997 Bonds on or before that date a sum sufficient
for the payment thereof in full; or if any 1997 Bond should not
be paid when due, it may nevertheless be discharged by depositing
with the paying agent ibut not if a City officer is the paying
agent) or an escrow agent a sum sufficient for the payment
thereaf in fu11. The City may also discharge any grepayable 1997
Bonds which are called for redemption on any date when they are
prepayable according to their terms, by depositing with the
paying agent (but not if a City officer is the paying agent) or
an escrow agent on or before that date an amount equal to the
principal, interest and redemption premium, if any, which are
then due, provided that notice of such redemption has been duly
given as provided in this resolution. The City may also at any
time discharge the issue of the 1997 Bonds in whole or in part by
complying with the applicabla provisions of Minnesota Statutes,
Section 475.67, and any amendments thereto, except that the funds
deposited in escrow in accordance with said provisions may but
need not be in whole or part proceeds of advance refunding bonds.
The City may discharge 1997 Bonds as herein provided without the
consent of any Bondholders.
26. Fiscal Year As used in this resolution the words
"fiscal year" shall mean the twelve (12) month period beginning
on January 1 of each year and ending on December 31 of the same
year. Should it be deemed advisable at some later date to change
the fiscal yearly basis, the same may be done by proper actions
to that effect, which change shall not constitute an amendment or
modification of this resolution.
27. Abpropriation. It is hereby found, determined and
declared that on the date this resolution is adopted, there is
more in the Reserve Account than is required upon the discharge
of the Refunded Bonds. The difference is hereby appropriated to
the 1997 Refunding Account. The Board's additional initial
appropriation to the 1997 Refunding Account necessary to
accomplish the current refunding of the Refunded Bonds is hereby
recognized and approved.
28. Refunded Bonds; Securitv. Until retirement of the
Refunded Bonds, all provisions heretofore made for the security
thereof shall be observed by the City and all of its officers and
agents.
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29. RedemQtion of Refunded Bonds. The Refunded Bonds
shall be paid upon early redemption prior to October 1, 1997, all
in accordance with the terms and conditions set forth in the
Notice of Call for Redemption attached hereto as E�ibit A, which
terms and conditions are hereby approved and incorporated herein
by reference. Notice of Call for Redemption in substantially
such fox sha11 be mailed to the paying agent and sha11 be given
by the paying agent to the holders of the Refunded Bonds at least
ten (10) days prior to the redemption date in the manner provided
for the Refunded Bonds.
30. Records and Certificates The officers of the
City are hereby authorized and directed to prepare and furnish to
the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and
records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the £acts
relating to the legality and marketability of the Bonds 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 to the
faats recited therein.
31. Neaative Covenants as to IIse of Proceeds and
Imbrovements. The City hereby covenants not to use the proceeds
of the Bonds or to use the Improvements, or to cause or permit
them to be used, or to enter into any deferred payment
arrangements for the cost of the Improvements, in such a manner
as to cause the Bonds to be �'private activity bonds" within the
meaning of Sections 1�3 and 141 through 150 of the Code. The
City reasonably expects that no actions will be taken over the
term of the Bonds that would cause them to be private activity
bonds, and the average term of the Bonds is not longer than
reasonably necessary for the governmental purpose of Che issue.
The City hereby covenants not to use the proceeds of the Bonds in
such a manner as to cause the Bonds to be ��hedge bonds" within
the meaning of Section 149(g) of the Code.
32. Tax-Exempt Status of the Bonds; Rebate; Elections.
The City 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 Bonds, including
without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater
than the yield on the Bonds, and the rebate of excess investment
earnings to the United States.
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If any elections are available now or hereafter with
respect to arbitrage or rebate matters relating to the Bonds, the
Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authorized and directed to
make such elections as they deem necessary, appropriate or
desirable in connection with the Bonds, and all such elections
shall be, and shall be deemed and treated as, elections of the
City.
33. No Desicrnation of Oualified Tax-Exe�t
Oblicsations. The Bonds, together with other obligations issued
by the City in 1997, exceed in amount those which may be
qualified as "qualified tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Code, and hence are not
designated for such purpose.
34. Letter of Rebresentations. The Letter of
Representations for the Bonds is hereby confirmed to be the
Blanket Issuer Letter of Representations dated April 10, 1996, by
the City and received and accepted by The Depository Trust
Company. So long as The Depository Trust Company is the
Depository or it or its nominee is the Holder of any Global
Certificate, the City shall comply with the provisions of the
Letter of Representations, as it may be amended or supplemented
by the City £rom time to time with the agreement or consent of
The Depository Trust Company.
35. Parity Findings. It is hereby found, determined
and declared that:
(a) The 1997 Bonds are on a parity of lien with the
1993 Bonds, and do not require for their issuance or their
parity status the consent of the holders of any of the 1993
Sonds or 1994 Sonds pursuant to the resolutions authorizing
the issuance thereof. The Bonds bear interest at a rate
under the Maximum Rate on the 1994 Bonds, and the 1997 Bonds
are qualified to be on a parity of lien with the 1993 Sonds
up to said Maximum Rate.
36. Covenant with Holders. Each and all of the terms
and provisions of this resolution shall be and constitute a
covenant on the part of the City to and with each and every
Holder from time to time of the Bonds.
37. Necrotiated Sale. The City has retained Springsted
Incorporated as an independent financial advisor, and this
Council has heretofore determined, and does hereby determine, ta
sell the Bonds by private negotiation to the Purchaser, all as
provided by Minnesota Statutes, Section 475.60, Subdivision 2(9).
353732.3 4 7
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38. Continuincx Disclosure. The City is an obligated
person with respect to the Bonds. The City hereby agrees, in
accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereina£ter described, to:
A. Provide or cause to be provided to each nationally
recognized municipal securities information repository
('�NRMSIR") and to the appropriate state information
depository ("SID"), if any, for the State of Minnesota, in
each case as designated by the Commission in accordance with
the Rule, certain annual financial information and operating
data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the
Undertaking as provided therein.
B. Provide or cause to be provided, in a timely
manner, to (i) each NRMSIR or to the Municipal Securities
Rulemaking Board ("MSRB") and (ii) the SID, notice of the
occurrence of certain material events with respect to the
Bonds in accordance with the Undertaking.
C. Provide or cause to be provided, in a timely
manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
notice of a failure by the City to provide the annual
financial information with respect to the City described in
the Undertaking.
The City agrees that its covenants pursuant to the Rule
set forth in this paragraph 38 and in the Undertaking are
intended to be for the benefit of the Holders of the Bonds and
shall be enforceable on behalf of such Holflers; provided that the
right to enforce the provisions of these covenants shall be
limited to a right to obtain specific enforcement of the City's
obligations under the covenants.
The Mayor and Director, Office of Financial Services,
or any other officers of the City authorized to act in their
stead (the "Officers"), are hereby authorized and directed to
execute on behalf of the City the Undertaking in substantially
the form presented to the City Council, subject to such
modifications thereof or additions thereto as are (i) consistent
with the requirements under the Rule, (ii) required by the
Purchaser, and (iii) acceptable to the Officers.
39. 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
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of such section, paragraph or provision shall not affect any of
the remaining provisions of this resolution.
40. Headincxs. Headings in this resolution are
included for convenienoe of reference only and are not a part
hereof, and shall not limit or define the meaning of any
provision hereof.
Requested by Department of:
Adoption by Council 3ecretary
B \ = �_ �
ApprovecS by Mayor. Date
�
Office of Financial Services
B y : m' �_
Form Apprwed by City Attomey
By`.� �-" � �
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Approved by ayo� for Submis ion to Council
By . e
Adopted by Council: Date � �..�-<- �� ,`� q`�
g 1 q �('� ��
S 7 � ! 1 �
UEPARTMENTADFFIGHCOUNCIL �ATE MlT1ATFA v � �� v
Office of Financial Services 6/3/97 GREEN SHEE
GONTACT PERSON & PHONE INRIAL/OATE INRIAL/DATE
� DEPARiMENTDIRE � CI7YCAUNCIL
Martha Rantorowicz, 266-8836 p5$�GN �CRYATfORNEY �CINCLERK
NUMBEfl FOR
MUST BE ON fAUNCI� AGENDA BY (�p'TE) pOUTING � B��ET OIRECiO O FIN. & MGT. SERVILES DIA.
June 11 a 1997 ORDER � MAVOR (pR A$SISfANT� �
TOTAL # OP SIGNATORE PAGES z __ (CLIP ALL LOCATiONS FOR SIGNATURE)
ACTION RE�UESTEO:
This resolution accepYS the winning proposal and awards the bid for the $7,000,000 Water
Revenue Refunding Bonds, Series 1997C. This is a competitive bond sale and the award is
going to the bidder £ound to be the lowest cost to the Wa[er Utility.
FECAMMENDA710NS: Approve (A) ar Rcyect (R) pERSONAL SERVICE CONTRACTS MUST ANSWER TNE FOLLOWING �UESTIONS:
_ PLANNING COMMISSION _ CIVIL SEFVICE COMMISS�ON 1. Has this personttirm ever worketl untler a comract for this tlepartment?
_ CIB GOMMITfEE _ YES NO
� STAFF Z. Hes this person�rm ever been a ciry employee?
— YES NO
_ O�.sia�c[cAURT _ 3. Does this personRirm possess a skill not normaliy possessed by any curtent city employee?
SUPPpRT$ WNICH COUNCIL OBJECTIVE� YES NO
Explain all yes answers on separate sheet antl ettach to green sheet
INITIATING PROBIEM, ISSUE, OPPFIRTUNITV (Who, What, When, Where, Why).
These bonds axe for the purpose of refunding the $10,000,000 Variable Rate Demand Water
Revenue Bonds, Series 1994D.
ADVANTACaES IFAPPROVED
Conversion to fixed rate debt is beneficial in the current market, and we eliminate the
risk of having variable rate debt.
DISADVANTAOES IF APPROVED�
None
DISADVANTAGES IF NOTAPPflOVED' �
7��Q�
TOTAL AMOUNT OFTRANSAC710N $ COS7/REVENUE BUDGETED (CIRCLE ONE) YES NO
FUNDIfBG SOURCE AC7IVITY NUMBER
FINANCIAL INFORFiAT10N: (EXPLAIN)
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1 SCFiEDULES AND EXHIBITS
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4 Schedule A - Proposals
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6 Er,hibit A- Notice of Call for Redemption
a'1 • rl�°�
EXHIBIT A
NOTICE OF CAI,L FOR REDEMPTION
$10,000,000 VARIABLE RATE DEMAND WATER
REVENUE BONDS, SERIES 1994D
CITY OF SAINT PAUI,
RAMSEY COUN`I'Y
MINNESOTA
NOTICE IS HEREBY GIVEN that by order o£ the City
Council of the City of Saint Paul, Ramsey County, Minnesota,
there have been called for redemption and prepayment on
1997,
outstanding bonds of the City designated as Variable Rate Demand
Water Revenue Bonds, Series 1994D, dated November 15, 1994, as
the date of original issue, having stated maturity dates o£
December 1, 2014, bearing the CUSIP number 793073 CU9, bearing
interest at a variable rate, and now outstanding in the total
principal amount of $9,600,000.
Al1 outstanding bonds of the issue are being called for
redemption. The bonds are being called at a price of par plus
accrued interest to , 1997, on which date the
redemption price will become due and pagrable and all interest on
said bonds will cease to accrue. Holders of the bonds hereby
called for redemption are requested to present their bonds for
payment at the principal office of the trustee and paying agent
for the Bonds, First Trust National Association, 180 East Fifth
Street, 2nd Floor, Saint Paul, Minnesota 55101, on or before
, 1997.
BY ORDER OF THE CITY
COUNCIL
/s/ Fred Owusu
City Clerk
Additional information
may be obtained from:
SPRINGSTED INCORPORATED
85 East Seventh Place
Suite 100
Saint Paul, Minnesota 55101-2143
(612) 223-3000
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�n�
WHERRAS, "Holder" as used herein means the perso in
whose name a Bond is registered on the registration books,�f t:
City maintained by the registrar appointed as provided in' /
paragraph 8 (the "Bond Registrar"); and
WHEREAS, pursuant to Minnesota Statutes, Secti
475.60, Subdivision 2(9), public sale requirements do n' apply
to the Bonds, because the City has retained an indepe ent
financial advisor and this Council has determined to ell the
Bonds by private negotiation, and the City has inst d authorized
a competitive sale without publication of notice t ereo£ as a
form of private negotiation; and
WHEREAS, Rule 15c2-12 of the Securit' s and Exchange
Commission prohibits "participating underwri rs" from purchasing
or selling the Bonds unless the City undert es to provide
certain continuing disclosure with respect o the Bonds; and
WHEREAS, proposals for the Bo s have been solicited by
Springsted Incoxporated pursuant to an fficial Statement and
Terms of Proposal therein:
NOW, THEREFORE, BE IT R
City o£ Saint Paul, Minnesota, as
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VED by the Council of the
lows:
The proposal of
(the
"PUrchaser��} to purchase $7,0 ,000 Water Revenue Refunding
Bonds, Series 1997C, of the ty (the "Bonds" or "1997 Bonds", or
individually a"Bond" or "1 7 Bond"), in accordance with the
Terms of Proposal for the nd sale, at the rates of interest
hereinafter set forth, an to pay for the Bonds the sum of
$ , plus terest accrued to settlement, is hereby
found, determined and clared to be the most favorable proposal
received and is hereb accepted, and the Bonds are hereby awarded
to the Purchaser. T Director, Office of Financial Services, or
his designee, is di- cted to retain the deposit of the Purchaser
and to forthwith r urn to the others making proposals their good
faith checks or fts.
2.
Maturities.
Bonds, Serie
original is�
date as fujl
R-1 upwar��
date.
shall
e Bonds shall be titled "Water Revenue Refunding
1997C", shall be dated July l, 1997, as the date of
e and shall be issued forthwith on or after such
y registered bonds. The Bonds shall be numbered from
Global Certificates shall each be in the
o£ the entire principal amount maturing on a single
cement Bonds, if issued as provided in paragraph 6,
the denomination of $5,00o each or in any integral
�9
�
9�1-�tq
multiple thereof of a single maturity. The Bonds shall ma]�re on
December 1 in the years and amounts as follows: /
Year
Year
2006
2007
2008
2009
201�
2011
2012
Amount
$345,00
425,0 0
595, 00
165 000
2 ,���
0,000
50,000
3. Pur ose• Refundin Findin s The Bonds (together
with other available funds appropriated? hall provide funds for
a current refunding of the Refunded Bon (the "Refunding"). The
1994 Bonds were issued to finance impr ements to the Water
Utility (the "Improvements"). 2he pr ceeds of the Bonds shall be
deposited and used as provided in p agraph 17. The total cost
of the Refunding, which shall incl e all costs enumerated in
Minnesota Statutes, Section 475.6 , is estimated to be at least
equal to the amount of the Bonds It is hereby found, determined
and declared that (1) the Refun ng is pursuant to Minnesota
Statutes, Section 475.67, and ) the Refunding is necessary or
desirable for the issuance of bligations bearing a fixed rate of
interest in the case of the 94 Bonds, which bear interest at a
rate varying periodically.
4. Interest. he Bonds shall bear interest payable
semiannually on June 1 d December 1 of each year (each, an
"Interest Payment Date'! , commencing December 1, 1997, calculated
on the basis of a 360- ay year of twelve 30-day months, at the
respective rates per nnum set £orth opposite the maturity years
as follows:
1998
1999
2000
2001
20�2
2003
2004
2005
Amount
$730,000
800,000
420,000
225,000
315,00�
660,000
690,000
640,000
Interest Rate Maturitv Year Interest Rate
11
1998
1999
2000
200
20
2 3
04
005
L�
0
2006
2007
2008
2009
2010
2011
2012
°
Description of the Global Certificates and
ry System. Upon their original issuance the Bonds
in the form of a single Global Certificate for
5
��-�t�
(but not if a City officer is the paying agent) or an escrow
agent for such 1997 Bonds on or before that date a sum suf£icient
for the payment thereof in fu11; or if any 1997 Bond should not
be paid when due, it may nevertheless be discharged by deposit' g
with the paying agent (but not if a City officer is the payi
agent) or an escrow agent a sum sufficient for the payment
thereof in full. The City may also discharge any prepaya e 1997
Bonds which are called for redemption on any date when t y are
prepayable according to their terms, by depositing wit the
palring agent (but not if a City officer is the paying gent) or
an escrow agent on or before that date an amount e to the
principal, interest and redemption premium, if any which are
then due, provided that notice of such redemption as been duly
given as provided in this resolution. The City ay also at any
time discharge the issue of the 1997 Bonds in ole or in part by
complying with the applicable provisions of M' nesota Statutes,
Section 475.67, and any amendments thereto, cept that the funds
deposited in escrow in accordance with sai rovisions may but
need not be in whole or part proceeds of vance refunding bonds.
The City may discharge 1997 Bonds as her n provided without the
consent of any Bondholders.
26. Fiscal Year. As used ' this resolution the words
"fiscal year" shall mean the twelve 12) month period beginning
on January 1 of each year and endi on December 31 of the same
year. Should it be deemed advisa e at some later date to change
the fiscal yearly basis, the sam may be done by proper actions
to that effect, which change sh 1 not constitute an amendment or
modification of this resolutio .
27. A ro riatio . It is hereby found, determined and
declared that on the date is resolution is adopted, there is
$ in the eserve Account, of which only
$ is re red upon the discharge of the Refunded
Bonds. The difference f$ is hereby appropriated
to the 1997 Refunding ccount. The Board's additianal initial
appropriation to the 997 Refunding Account necessary to
accomplish the curr nt refunding of the Refunded Bonds is hereby
recognized and ap oved.
28.
Refunded Bonc
thereof shall
agents. f
�tunded Bonds; Securitv. Until retirement of the
all provisions heretofore made for the security
observed by the City and all of its officers and
45
`t�t-���
1
2
3
4
5
6
7
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
29. Redemntion of Refunded Bonds. The Refunded Bonds
shall be paid upon early redemption on or about ,
1997, all in accordance with the terms and conditions set forth
in the Notice of Ca11 far Redemption attached hereto as Exhibit
A, which terms and conditions are hereby approved and
incorporated herein by reference. Notice of Call for Redemp�ion
in substantially such form shall be mailed to the paying agent
and shall be given by the paying agent to the holders of he
Re£unded Bonds at least ten (10) days prior to the redem�ion
date in the manner provided for the Refunded Bonds. �f
30. Records and Certificates. The offi
City are hereby authorized and directed to prepare
the Purchaser, and to the attorneys approving the�
of the
furnish to
ity of the
issuance of the Bonds, certified copies of all oceedings and
records of the City relating to the Bonds and � the financial
condition and affairs of the City, and such o er affidavits,
certificates and information as are require o show the facts
relating to the legality and marketability f the Bonds as the
same appear £rom the books and records un r their custody and
control or as otherwise known to them, all such certified
copies, certificates and affidavits, i uding any heretofore
furnished, shall be deemed representa ons of the City as to the
facts recited therein.
31. Neqative Cove
Improvements. The City here
of the Bonds or to use the I
them to be used, or to ente
arrangements for the cost of
as to cause the Bonds to be
meaning of Sections 103 an
City reasonably expects -
term of the Bonds that
bonds, and the average
reasonably necessary
The City hereby cove an
such a manner as t cau
the meaning of Se ion
32.
The City sh
to establis
Section 103
without li
investme s
than th yi
earnin to
by c enants not to use the proceeds
mpr ements, or to cause or permit
r' o any deferred payment
e Improvements, in such a manner
private activity bonds" within the
141 through 150 of the Code. The
no actions will be taken over the
cause them to be private activity
erm of the Bonds is not longer than
r the governmental purpose of the issue.
ts not to use the proceeds of the Bonds in
se the Bonds to be "hedge bonds" within
149(g) of the Code.
1 comply with requirements necessary under the Code
nd maintain the exclusion from gross income under
f the Code of the interest on the Bonds, including
tation requirements relating to temporary periods for
limitations on amounts invested at a yield greater
ld on the Bonds, and the rebate of excess investment
the United States.
m
w '_
85 E. SEVENTH PLACE SUITE 100
SAINC PAUL, MN 55101-2143
612-223-3000 FAX:612-223-3002
q�- ��9
SPRINGSTED
Public Finana fldvisors
June �1, 1897
Mr. Bemie Bullert, General Manager
City of Saint Paul Water Utility
8 East Fourth Street, Suite 400
Saint Paul, MN 551�1-1007
Ms. Martha Kantorowicz, Debt Manager
City of Saint Pau{
Treasury Division
160 City Hall
15 West Keltogg Boulevard
Saint Paul, MN 55102
f
�
Re: Recommendations for Award of City of Saint Paul's
$7,0�0,000 Water Revenue Refunding 8onds, Series 1997C
Dear Mr. Bullert and Ms. Kantorowicz:
Purpose of Issue
The purpose of this issue is to refund on a long-term fixed interest rate basis the City's
$10,000,000 Variable Rate Demand Bond issued in 1994. The Water Utility, through principal
repayment and cash contributions, has lowered the principaf on this issue to $7,000,000.
Tax-Exempt Interest Rate Market
The municipal tax-exempt market has operated within a relatively narrow band since January
1. On January 1, the Bond Buyer's Index (BBI) was at 5.70%. 'The high point was in April at
5.88%; the low point is this week at 5.60%.
Sale Resuits
The City received 7(seven) bids on this sale. The bids were as fioliows:
Rank Bidder
Morgan Keegan (Memphis)
First of America (Michigan)
Piper Jaffray (Twin Cities)
A. G. Edwards (St. Louis)
Smith Bamey (New York)
Dain Bosworth, Inc. (Twin Cities)
Prudential Securities (Chicago)
TIC %
4.88%
4.89%
4.92°!0
4.94%
4.95%
4.96%
4.98%
SAINT PAUL, MN � MI[YNEAPOL[S, MN � BROOKF(EID, W[ � OVERLAND PARK, KS � WASHNGTON, DC � [OWA CtTY, lA
City of Saint Paul Water Utility
June 11, 1997
Page 2
The {owest bid of 4.88°fo was received by Morgan Keegan (Memphis underwriter).
q,�-�19
This issue received significant national interest with underwriters bidding from New York,
Chicago, Memphis, St. Louis, and Michigan as well as the Twin Cities.
We require bidders to submit their bids on a'True Interest Rate" (TIC) basis, so as to refiect
the present vatue ofi their bids and thereby ensure the Utility's award is based on the fowest
cost to the Utility. We have enclosed a bid tabulation form for the issue summarizing the bid
specifics and composition of each underxriting syndicate.
Recommendation
We recommend award of this sale to Morgan Keegan.
Basis of Award
The interest rates received on this issue are well below the planning esiimates used by the
Water Utility and compare fiavorably with current market experience. The Utility had, through
the first part of the year, used 5.4°!o for planning purposes based on earlier market experience.
Generalty, the Utility has over the years hoped to finance this issue at under 5.0°/a.
We have compared this issue's interest rates with other basic utilities selling nationally, with
such comparisons yielding very favorable results for the Utility.
Credit Rating
The Utility received credit ratings of Aa2 and Aa from Moody's Investors Service and Standard
& Poor's, respectively. Standard & Poor's upgraded the Utility's outlook to positive from stable.
These are excel{ent ratings from both agencies.
We are again appreciative of the opportunity to be of service to the Utility. We welcome any
questions or comments on this report.
Respectfuliy,
(�
� , � � ��^
��_� �� � ` �;�_ � � ,�.��
David N. MacGilfivsay
Principal
Di�ector of Project Management
/dmf
Enctosures
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:
v 85 E. SEVENTH PL.iCE, SUITE 100
r SA1NT PAUL, MN 55101-2143
61?-223-3000 FAX:67L223-3002
��
9,� -'1 �°�
SPRINGSTED
Public Fv�mue Adviso�s
$7,000,000
CITY OF SAINT PAUL, MINNESOTA
WATER REVENUE REFUNDING BONDS, SERIES 1997C
(BOOK ENTRY ONLY)
: ,/ \ ��/�r 7 ��
SALE:
June11,1997
Moody's Rating: Aa2
Standard 8 Poor's Rating: AA
interest Netlnterest Truelnterest
Bidder Rates Price Cost Rate
MORGAN KEEGAN & CO., INC.
HUTCHINSON, SHOCKEY, ERLEY &
COMPANY
Mesirow Financial Inc.
FIRST OF AMERICA SECURITIES
MORGAN KEEGAN & CO., INC.
HUTCHINSON, SHOCKEY, ERLEY 8� COMPANY
AND ASSOCIATE
4.75°!0 1998-2006
4.80% 2007
4.90% 2008
5.00% 2009-2012
4.00%
4.a5°!o
4.25%
4.35%
4.45%
4.55%
4.65%
4.70°!0
4.75%
4.80%
4.90°fo
5.00%
5.10%
5.125%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2�08
2009-2010
2011
2�12
$6,984,775.00 $2,573,935.40 4.8805%
$6,941,008.80 $2,576,373.70 4.8910%
(Continued)
SAIN7' PAOL, MN � MINNEAPOLIS, MN BROOKFIELD, WI � OVERLAND PARK, KS � WASHINGTON, DC � IOWA CITY, IA
Y
Interest Netlnterest Truelnterest `
B dder Rates Price Cost Rafe
PIPER JAFFRAY INC.
NORWEST fNVESTMENT SERVICES, INC.
ROBERT W. BAIRD & COMPANY,
INCORPORATED
SECURIT(ES CORPORATION OF iOWA
3.90%
4.15%
4.30%
4.40%
4.50%
4.60%
4.70%
4.75%
4.80%
4.85%
4.90%
5,00%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009-2012
A.G. EDWARDS & SONS, INCORPORA7ED 4.75% 1998-2006
4.80% 2007-2012
SMiTH BARNEY
CRONIN & COMPANY, 1NCORPORATED
4.00%
4.15%
4.30%
4.40%
4.50%
4.60%
4.70%
4.80%
4.85%
4.90°/a
5.00%
5.10%
5.15%
5.20%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008-2009
2010
2011
2012
DAIN BOSWORTH INCORPORATED
PRUDENTIAL SECURITIES, WC.
ABN AMRO CHICAGO CORPORATION
DEAN WiTTER REYNOLDS
INCORPORATED
PAINEWEBBERINCORPORATED
OPPENHEIMER & CO., INC.
4.75% 1998-2005
4.80% 2006
4.90% 2007
5.00% 2008-2012
3.75%
4.10%
4.30%
4.40%
4.50%
4.60%
4.70%
4.80%
4.85%
4.90%
5.00%
5.10%
5.20%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008-20�9
2010
2091-2012
$6,932,123.35
$6,930,000.00
$6,945,356.80
$6,962,715.35
$6,932,726.80
$2,586,921.86
$2,589,05479
$2,610,708.41
$2,608,83923
$2,622,669.66
4.9196%
4.9438%
4.9535%
4.9575%
4.9$09%
(Continued)
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Year
Yield
4.75%
4.75%
4.75°l0
4.75%
4.75%
4.75%
4.75%
4.75°!0
4.75%
4.80%
4.90°l0
5.00%
5.00%
5.00%
5.00%
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
3.75%
4.10%
4.30°l0
4.40°!0
4.50%
4.60%
4.70%
4.75%
4.80%
4.85%
4.95%
5.45%
$.15%
520%
5.25%
�,� -���
BBI: 5.60%
Average Maturity: 7.53 Years
�� -1 ��
CITX OF SAINT PAUL
Norm Colemurs, Mayor
June 11, 1997
Council President Thune
Members of the City Council
15 West Kellogg Blvd, 3rd Floor
Saint Paul, Minnesota 55102
OFFICE OF THb MAYOR
OFFICE OF FINANCIAL SERV[CES
laseph ReiG. Director
Shiriey A. Davi.s, Treasurer
IRFASURYSEC!!ON
IS West Kelingg Blvd. Telephone: 612-266-8830
Raom 760 Ciry HaII Facsimi[e: 6I2-266-88-f0
SaintPaut, Minnesota SS102
Dear Council President Thune and Members of the City Council:
Please find attached four subsiitution pages for resolution 97-719 accepting the winning
proposal and awarding the bid for the $7,000,000 Water Revenue Refunding Bonds,
Series 1997C, which is before you this afternoon. Bernie Bullert and I will be prepared
to make a brief presentation on the impact of these changes. The changes simply reflect
the pricing which took place this morning.
If you have any questions concerning these changes, do not hesitate to call me at 266-8836.
Sincerely,
� �
Martha Kantorowicz
��-��q
1 WHEREAS, "Aolder" as used herein means the person in
2 whose name a Bond is registered on the regis�ration books of the
3 City maintained by the registrar appointed as provided in
a paragraph 8(the "Bond Registrar"); and
5
6
7
9
10
li
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
WHEREAS, pursuant to Minnesota Statutes, Section
a75.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds, because the City has retained an independent
financial advisor and this Council has determined to sell the
Bonds by private negotiation, and the City has instead au�horized
a competitive sale without publication of notice thereof as a
form of private negotiation; and
TdHEREAS, Rule 15c2-12 of the Securities and Exchange
Commission prohibits "participating underwriters" from purchasing
or selling the Bonds unless the City undertakes to provide
certain continuing disclosure with respect to the Bonds; and
WHEREAS, proposals for the Bonds have been solicited by
Springsted Incoxporated pursuant to an Official Statement and
Terms of Proposal therein:
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
6
1. Acceptance of Proposal. The proposal of Morgan,
Keegan & Company, Inc. (the "Purchaser"), to purchase $7,000,000
Water Revenue Refunding Bonds, Series 1997C, of the City (the
�'BOnds" or "1997 Bonds", or individually a"Bond" or "1997
Bond�'), in accordance with the Terms of Proposal for the bond
sale, at the rates of interest hereinafter set forth, and to pay
for the Bonds the sum o£ $6,984,775.00, plus interest accrued to
settlement, is hereby found, determined and declared to be the
most favorable proposal received and is hereby accepted, and the
Bonds are hereby awarded to the Purchaser. The Director, Office
of Financial Services, or his designee, is directed to retain the
deposit of the Purchaser and to forthwith return to the others
making proposals their good faith checks or drafts.
2. Title• Oriciinal Issue Date• Denominations;
Maturities. The Bonds shall be titled "Water Revenue Refunding
Bonds, Series 1997C��, shall be dated July 1, 1997, as the date of
original issue and shall be issued forthwith on or a£ter such
date as fully registered bonds. The Bonds shall be numbered from
R-1 upward. Global Certificates shall each be in the
denomination of the entire principal amount maturing on a single
date. Replacement Bonds, if issued as provided in paragraph 6,
sha11 be in the denomination of $5,000 each or in any integral
multiple thereof of a single maturity. The Bonds shall mature on
353732.3 4
�c � —� t1
multiple thereof of a single maturity. The Bonds shall mature on
December 1 in the years and amounts as follows:
Year
1998
1999
2000
2001
2�02
2003
2004
2005
Amount
$730,000
800,000
420,000
225,000
315,OOD
660,000
690,OOD
640,000
Year
2006
2007
2008
2009
2010
2011
2012
Amount
$3?5,000
425,000
595,000
165,000
240,000
400,000
350,000
3. Purpose• RefundinQ Findincrs. The Bonds (together
with other available funds appropriated) shall provide funds for
a current retunding of the Refunded Bonds (the "Refunding"). The
1994 Bonds were issued to finance improvements to the Water
i3tility (the "Improvements"). The proceeds of the Bonds shall be
deposited and used as provided in paragraph 17. The total cost
of the Refunding, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. It is hereby found, determined
and declared that (1) the Refunding is pursuant to Minnesota
Statutes, Section 475.67, and (2) the Refunding is necessary or
desirable for the issuance of obligations bearing a fixed rate of
interest in the case of the 1994 Bonds, which bear interest aC a
rate varying periodically.
4. Interest. The Bonds shall bear interest payable
semiannually on June 1 and December 1 of each year (each, an
"Interest Payment Date"), commencing December 1, 1997, calculated
on the basis of a 360-day year of twelve 30-day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturitv Year Interest Rate Maturity Year Interest Rate
1998
1999
2000
2001
2002
2003
2004
2005
4
4
4
4
4
4
4
4
750
75
75
75
75
75
75
75
2006
2007
2008
2009
2010
2011
2012
4
4
4
5
5
5
5
750
80
90
00
00
00
00
5. Descrit�tion ot the CU1o1�a1 c:erLi=ica�es ac�u
Global Book-Entrv Svstem. Upon their original issuance the Bonds
will be issued in the form of a single Global CerCificate for
353T32.3 5
��-�19
1
2
3
5
6
7
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
3Q
31
32
33
34
35
36
37
38
39
40
41
42
43
(but not if a City officer is the paying agent) or an escrow
agent for such 1997 Bonds on or before that date a sum suf£icient
for the payment thereof in £ull; or i£ any 1997 Bond should not
be paid when due, it may nevertheless be discharged by depositing
with the paying agent (but not i£ a City officer is the paying
agent) or an escrow agent a sum sufficient £or the payment
thereof in full. The City may also discharge any prepayable 1997
Bonds which are called for redemption on any date when they are
prepayable according to their terms, by depositing with the
paying agent (but not if a City officer is the paying agent) or
an escrow agent on or before that date an amount equal to the
principal, interest and redemption premium, i£ any, which are
then due, provided that notice of such redemption has been duly
given as provided in resolution. The City may also aC any
time discharge the issue of the 1997 Bonds in whole or in part by
complying with the applicable provisions of Minnesota Statutes,
Section 475.67, and any amendments thereto, except that the funds
deposited in escrow in accordance with said provisions may buC
need not be in whole or part proceeds of advance refunding bonds.
The City may discharge 1997 Bonds as herein provided without the
consent of any Bondholders.
26. Fiscal Year. As used in this resolution the words
'�fiscal year" shall mean the twelve (12) month period beginning
on January 1 of each year and ending on December 31 of the same
year. Should it be deemed advisable at some later date to change
the fiscal yearly basis, the same may be done by proper actions
to that effect, which change shall not constitute an amendment or
modification o£ this resolution.
27. Appropriation. It is hereby found, determined and
declared that on the date this resolution is adopted, there is
more in the Reserve Account than is required upon the discharge
of the Refunded Bonds. The difference is hereby appropriated to
the 1997 Refunding Account_ The Board's additional initial
appropriation to the 1997 Refunding Account necessary to
accomplish the current refunding of the Refunded Bonds is hereby
recognized and approved.
28. Refunded Bonds; Securitv. Unti1 retirement of the
Refunded Bonds, a11 provisions hereCo£ore made for the security
thereof shall be observed by the City and all of its officers and
agents.
353732.3
45
��-���
29. Redemotion of Refunded Bonds. The Refunded Bonds
sha11 be paid upon early redemption prior to October 1, 1997, all
in accordance with the terms and conditions set forth in the
Notice of Call for Redemption attached hereto as Exhibit A, which
terms and conditions are hereby approved and incorporated herein
by reference. Notice of Call for Redemption in substantially
such form shall be mailed to the paying agent and shall be given
by the paying agent to the holders of the Refunded Bonds at least
ten (10) days prior to the redemption date in the manner provided
for the Refunded Bonds.
30. Records and Certificates. The of£icers of the
City are hereby authorized and directed to prepare and furnish to
the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and
records of the City relating to the Bonds and to the financial
condition and af£airs of the City, and such other a£fidavits,
certificates and information as are required to show the facts
relating to the legality and markeCability of the Bonds as the
same appear from the books and records under their custody and
control or as otherwise known to them, ancl all such certified
copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the
facts recited therein.
31. Neaative Covenants as to Use of Proceeds and
Improvements. The City hereby covenants not to use the proceeds
of the Bonds or to use the Improvements, or to cause or permit
them to be used, or to enter inCo any deferred payment
arrangements for the cost of the Improvements, in such a manner
as to cause the Bonds to be "private activity bonds" within tihe
meaning of Sections 103 and 141 through 150 of the Code. The
City reasonably expects that no actions will be taken over the
term of the Bonds that would cause them to be private activity
bonds, and the average term of the Bonds is not longer than
reasonably necessary for the governmenCal purpose of the issue.
The City hereby covenants not to use the proceeds of the Bonds in
such a manner as to cause the Bonds to be "hedge bonds" within
the meaning of Section 149(g) of the Code.
32. Tax-Exemnt Status of the Bonds• Rebate; Elections_.
The City 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 Bonds, including
without limitation requirements relating to temporary periods £or
investments, limitations on amounts invested at a yield greater
than the yield on the Bonds, and the rebate of excess investment
earnings to the United States.
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