99-307ORiGINA�-
Presented By
Referred To
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RESOLUTION � �� �� y, 35
CITY OF SAINT PAUL, MINNESOTA
Committee: Date
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ACCEPTING PROPOSAL ON SALE OF
$16,375,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 1999B,
PROVIDING FOR TE�IEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
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WHEREAS, the Director, Office of Financial Services,
has presented proposals received for the sale of $16,375,000
General Obligation Capital Improvement Bonds, Series 1999B (the
'�Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
WHEREAS, the proposals set £orth on Exhibit 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 Financial Services,
has advised this Council that the proposal of
pru�,...��� Sev�x��,t S�. . was found to be the most
advantageous and ha�commended that said proposal be accepted;
and
19 WHEREAS, the proceeds of the Bonds will finance certain
20 capital improvements, for which the City is proceeding pursuant
21 to its Charter and Laws of Minnesota for 1971, Chapter 773, as
22 amended, with any excess to be used for any other purpose
23 permitted by law; and
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1 WHEREAS, the City has heretofore issued registered
2 obligations in certificated form, and incurs substantial costs
3 associated with their printing and issuance, and substantial
4 continuing transaction costs relating to their payment, transfer
5 and exchange; and
6 WHEREAS, the City has determined that significant
7 savings in transaction costs will result from issuing bonds in
8 "global book-entry form'�, by which bonds are issued in
9 certificated form in large denominations, registered on the books
10 of the City in the name of a depository or its nominee, and held
11 in safekeeping and immobilized by such depository, and such
12 depository as part of the computerized national securities
13 clearance and settlement system (the "National System") registers
14 transfers of ownership interests in the bonds by making
15 computerized book entries on its own books and distributes
16 payments on the bonds to its Participants shown on its books as
17 the owners of such interests; and such Participants and other
18 banks, brokers and dealers participating in the National System
19 will do likewise (not as agents of the City) if not the
20 beneficial owners of the bonds; and
21 WF:EREAS, "Participants" means those financial insti-
22 tutions for whom the Depository effects book-entry transfers and
23 pledges of securities deposited and immobilized with the
24 Depository; and
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WHEREAS, 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"), wi11 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
maturiCy 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
41 WHEREAS, the City will be able to replace the
42 Depository or under certain circumstances to abandon the "global
43 book-entry form'� by permitting the Global Certificates to be
44 exchanged for smaller denominations typical of ordinary bonds
45 registered on the City's bond register; and "Replacement Bonds"
§6 means the certificates representing the Bonds so authenticated
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1 and delivered by the Bond Registrar pursuant to paragraphs 6 and
2 12 hereof; and
3 WHEREAS, "Holder" as used herein means the person in
4 whose name a Bond is registered on the registration books of the
5 City maintained by the registrar appointed as provided in
6 paragraph 8(the "Bond Registrar"); and
7 WAEREAS, Rule 15c2-12 of the Securities and Exchange
8 Commission prohibits "participating underwriters" from purchasing
9 or selling the Bonds unless the City undertakes to provide
10 certain continuing disclosure with respect to the Bonds; and
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WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds if the City retains an independenC financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive sale without
publication of notice thereof as a form of private negotiation;
and
WHEREAS, proposals for the Bonds have been solicited by
Springsted Incorporated 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:
1. Accegtance of Pr000sal. The proposal of
Prudential Securities Inc. (the "Purchaser��) to purchase
$16,375,000 General Obligation Capital Improvement Bonds, Series
1999B, of the City (the "BOnds", or individually a"BOnd"), in
accordance with the Terms of Proposal for the bond sale, at the
rates o£ interest set forth hereinafter, and to pay for the Bonds
the sum of $16,284,780.25, 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. Tit1e; Orictinal Issue Date; Denominations:
Maturities. The Bonds shall be titled "General Obligation
Capital Improvement Bonds, Series 1999B", shall be dated April 1,
1999, 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. G1oba1 Certificates sha11 each be
in the denomination of the entire principal amount maturing on a
single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Replacement
Bonds, if issued as provided in paragraph 6, shall be in the
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1 denomination of $5,000 each or i
2 of a single maturity. The Bonds
3 years and amounts as follows:
4 Year Amount
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2000 $1,375,000
2001 1,450,000
2002 1,475,000
2003 1,550,000
2004 1,600,000
n any integral multiple thereof
shall mature on April 1 in the
Year
2405
2006
2007
2008
2009
Amount
$1,650,000
1,725,000
1,775,000
1,850,000
1,925,000
3. Pur�ose. The Bonds shall provide funds for the
construction of the capital improvements in the City's 1999
capital improvement budget (the "Improvements"). The proceeds of
the Bonds shall be deposited and used as provided in paragraph
17, for the purpose described by Laws of Minnesota for 1971,
Chapter 773, as amended, and any excess moneys shall be devoted
to any other purpose permitted by law. The total cost of the
Improvements, which shall include a11 costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. work on the Improvements shall
proceed with due diligence to completion.
21 4. Interest. The Bonds shall bear interest payable
22 semiannually on April 1 and October 1 of each year (each, an
23 "Interest Payment Date"), commencing October 1, 1999, calculated
24 on the basis of a 360-day year of twelve 30-day months, at the
25 respective rates per annum set forth opposite the maturity years
26 as follows:
27 Maturitv Year Interest Rate
28 2000
29 2001
3� 20�2
31 2003
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4.00°s
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Maturitv Year
2005
2006
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Interest Rate
4.00%
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4.Q0
5. Descri�tion of the Global Certificates and Global
Book-Entry Svstem. Upon their original issuance the Bonds will
be issued in the form of a single Global Certificate for each
maturity, deposited with the Depository 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, bene£icial 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 I3ational System. The Depository's
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book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal oP 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 beneficial 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.
6. Immobilization of Global Certi£icates by the
Depository; Successor Depository; Replacement Bonds. Pursuant to
the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original
delivery of the 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 o£ 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,
(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 of 1934, as
amended,
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(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:
11 (a) the Depository shall resign or discontinue
12 its services for the Bonds and the City is unable to
13 locate a substitute depository within two (2) months
14 following the resignation or determination of non-
15 eligibility, or
16 (b) upon a determination by the City in its sole
17 discretion that i1) the continuation of the book-entry
18 system described herein, which precludes the issuance
19 of certificates (other than Global CerCificates) to any
20 Holder other than the Depository (or iCs nominee),
21 might adversely affect the interest of the beneficial
22 owners of the Bonds, or (2) that it is in the best
23 interest of the beneficial owners o£ the Bonds that
24 they be able to obtain certificated bonds,
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in either of which events the City shall notify Aolders 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
purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor
depository unless the City and the substitute or successor
depository so agree, and a similar agreement may be entered into.
7. Redemption.
40 (a) Ootional Redem�tion; Due Date. All Bonds maturing
41 after April 1, 2007, shall be subject to redemption and
42 prepayment at the option of the City on such date and on any day
43 thereafter at a price of par plus accrued interest. Redemption
44 may be in whole or in part of the Bonds subject to prepayment.
45 If redemption is in part, those Bonds remaining unpaid may be
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prepaid in such order of maturity and in such
as the City sha11 determine; and if only par
a common maturity date are called for prepa
Certificates may be prepaid in $5,000 increm
and, if applicable, the specific Replacement
shall be chosen by lot by the Bond Registrar
thereof called for redemption shall be due a
redemption date, and interest thereon shall
and after the redemption date.
amount per maturity
t of the Bonds having
yment, the Global
ents of principal
Bonds to be prepaid
. Bonds or portions
nd payable on the
cease to accrue from
10 (b) Notation on Global Certificate. Upon a reduction in
11 the aggregate principal amount of a Global Certificate, the
12 Holder may make a notation of such redemption on the panel
13 provided on the Global CertificaCe stating the amount so
14 redeemed, or may return the Global Certificate to the Bond
15 Registrar in exchange for a new Global Certificate authenticated
16 by the Bond Registrar, in proper principal amount. Such
17 notation, if made by the Aolder, sha11 be for reference only, and
18 may not be relied upon by any other person as being in any way
19 determinative of the principal amount of such Global Certificate
20 outstanding, unless the Bond Registrar has signed the appropriate
21 column of the panel.
22 (c) Selection of Re�lacement Bonds. To effect a partial
23 redemption of Replacement Bonds having a common maturity date,
24 the Bond Registrar prior to giving notice of redemption shall
25 assign to each Replacement Sond having a common maturity date a
26 distinctive number for each $5,000 of the principal amount of
27 such Replacement Bond. The Bond Registrar shall then select by
28 lot, using such method of selection as it shall deem proper in
29 its discretion, from the numbers so assigned to such Replacement
30 Bonds, as many numbers as, at $5,000 for each number, shall equal
31 the principal amount of such Replacement Bonds to be redeemed.
32 The Replacement Bonds to be redeemed shall be the Replacement
33 Bonds to which were assigned numbers so selected; provided,
34 however, that only so much of the principal amount of each such
35 Replacement Bond of a denomination of more than $5,000 shall be
36 redeemed as shall equal $5,000 for each number assigned to it and
37 so selected.
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(d) Partial Redem�tion 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
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principal amount equal to and in exchange for the unredeemed
portion of 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) NoCice. Mailed notice of redemption shall be given to
the paying agent (if other than a City officer) and to each
affected Holder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the name
of the City of its intention to redeem and pay such Bonds at the
office of the Bond Registrar. Notice of redemption shall be
given by first class mail, postage prepaid, mailed not less than
thirty (30) days prior to the redemption date, to each Iiolder of
Bonds to be redeemed, at the address appearing in the Bond
Register. All notices of redemption sha11 state:
(i)
(ii)
The redemption date;
The redemption price;
23 (iiil If less than all outstanding Bonds are to be
24 redeemed, the identification (and, in the case of partial
25 redemption, the respective principal amounts) of the Bonds
26 to be redeemed;
27 (iv) That on the redemption date, the redemption price
28 will become due and payable upon each such Bond, and that
29 interest thereon shall cease to accrue from and after said
3� date; and
31 (v) The place where such Bonds are to be surrendered
32 for payment of the redemption price (which shall be the
33 office of the Bond Registrar).
34 (g) Notice to Depositorv. Notices to The Depository Trust
35 Company or its nominee shall contain the CUSIP numbers of the
36 Bonds. If there are any Holders of the Bonds other than the
37 Depository or its nominee, the Bond Registrar shall use its best
38 efforts to deliver any such notice to the Depository on the
39 business day next preceding the date of mailing of such notice to
40 all other Holders.
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8. Bond Reaistrar. U. S. Bank 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 4'I5, 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 Aolders (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 shall be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form of bond may
contain such additional or different terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
24 A. Global Certificates. The Global Certificates,
25 together with the Certificate of Registration, the Register of
26 Partial Payments, the form of Assignment and the registration
27 information thereon, shall be in substantially the £ollowing form
28 and may be typewritten rather than printed:
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8 INTEREST
9 RATE
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
$
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 1999B
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
April l,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
�� ��~
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, 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 April 1
and October 1 of each year (each, an �'Interest Payment Date"),
commencing October 1, 1999, 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 hereo£. 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 sha11 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, if made by the
Holder, shall be for reference only, and may not be relied upon
by any other person as being in any way determinative of the
principal amount of this Bond outstanding, unless the Bond
April 1, 1999
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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 preceding
such Interest Payment Date (the "Regular Record Date"). Interest
payments shall be received by the FIolder 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 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"1 fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America.
23 Date of Payment Not Business Day. If the date for
24 payment of the principal of, premium, if any, or interest on this
25 Bond shall be a Saturday, Sunday, legal holiday or a day on which
26 banking institutions in the City of New York, New York, or the
27 city where the principal office of the Bond Registrar is located
28 are authorized by law or executive order to close, then the date
29 for such payment shall be the next succeeding day which is not a
30 Saturday, Sunday, legal holiday or a day on which such banking
31 institutions are authorized to close, and payment on such date
32 shall have the same force and effect as if made on the nominal
33 date of payment.
34 Redemption. Al1 Bonds of this issue (the ��Bonds��)
35 maturing after April 1, 2007, are subject to redemption and
36 prepayment at the option of the Issuer on such date and on any
37 day thereafter at a price of par plus accrued interest.
38 Redemption may be in whole or in part of the Bonds subject to
39 prepayment. If redemption is in part, those Bonds remaining
40 unpaid may be prepaid in such order of maturity and in such
41 amount per maturity as the City shall determine; and if only part
42 of the Bonds having a common maturity date are called for
43 prepayment, this Bond may be prepaid in $5,000 increments of
44 principal. Bonds or portions thereof called for redemption shall
45 be due and payable on the redemption date, and interest thereon
46 shall cease to accrue from and a£ter the redemption date.
47 Notice of Redemgtian. Mailed notice of redemption
48 shall be given to the paying agent (if other than a City officer)
49 and to each affected Holder of the Bonds. In the event any of
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1 the Bonds are called for redemption, written notice thereof will
2 be given by first class mail mailed not less than thirty (30)
3 days prior to the redemption date to each Holder of Bonds to be
4 redeemed. In connection with any such notice, the "CUSIP"
5 numbers assigned to the Bonds shall be used.
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Replacement 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 satis£actory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in writing) and the Issuer
shall execute (if 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; General Obliaation. This Bond is
one of an issue in the total principal amount of $16,375,000, a11
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 fu11 conformity
with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on April 7,
1949 (the "Resolution��), for the purpose of providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Zssuer. This Bond
constitutes a general obligation of the Issuer, and to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
45 Denominations; Exchanae; Resolution. The Bonds are
46 issuable originally only as Global Certificates in the
47 denomination of the entire principal amount of the issue maturing
48 on a sing],e date, or, if a portion of said principal is prepaid,
49 said principal amount less the prepayment. Global Certi£icates
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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.
Re�lacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository shall resign or discontinue its
services for the Bonds, and only if the Issuer is unable to
locate a substitute depository within two (2) months
following the resignation or determination of non-
eligibility, or
(b) upon a determination by the Issuer in its sole
discretion that (1) the continuation of the book-entry
system described in the Resolution, which precludes the
issuance of certificates (other than Global Certificates) to
any Holder other than the Depository (or its nominee), might
adversely affect the interest of the beneficial owners of
the Bonds, or (2) that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain
certificated bonds.
Transfer. This Sond 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 £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 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
1035054.2 1 3
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1 certain other restrictions if required to qualify this Bond as
2 being "in registered form" within the meaning of Section 149(a)
3 of the federal Internal Revenue Code of 1986, as amended.
4 Fees upon Transfer or Loss. The Bond Registrar may
5 require payment of a sum sufficient to cover any tax or other
6 governmental charge payable in connection with the transfer or
7 exchange of this Bond and any legal or unusual costs regarding
8 transfers and lost Bonds.
9 Treatment of Reaistered Owner. The Issuer and Bond
10 Registrar may treat the person in whose name this Bond is
11 registered as the owner hereof for the purpose of receiving
12 payment as herein provided (except as otherwise provided with
13 respect to the Record Date) and for all other purposes, whether
14 or not this Bond sha11 be overdue, and neither the Issuer nor the
15 Bond Registrar shall be a£fected by notice to the contrary.
16 Authentication. This Bond shall not be valid or become
17 obligatory for any purpose or be entitled to any security unless
18 the Certificate of Authentication hereon shall have been executed
19 by the Bond Registrar.
20 Not Oualified Tax-Exempt Obliaatiions. The Bonds have
21 not been designated by the Issuer as "qualified tax-exempt
22 obligations" for purposes of Section 265(b)(3) of the federal
23 Internal Revenue Code of 1986, as amended. The Bonds do not
24 qualify for such designation.
25 IT IS HEREBY CERTIFIED AND RECITED that all acts,
26 conditions and things required by the Constitution and laws of
27 the State of Minnesota and the Charter of the Issuer to be done,
28 to happen and to be performed, precedent to and in the issuance
29 of this Bond, have been done, have happened and have been
30 performed, in regular and due form, time and manner as required
31 by law, and that this Bond, together with all other debts of the
32 Issuer outstanding on the date of oriqinal issue hereof and on
33 the date of its issuance and delivery to the original purchaser,
34 does not exceed any constitutional or statutory or Charter
35 limitation of indebtedness.
36 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
37 County, Minnesota, by its City Council has caused this Bond to be
38 executed on its behalf by the photocopied facsimile signature of
39 its Mayor, attested by the photocopied facsimile signature of its
40 C1erk, and countersigned by the photocopied facsimile signature
41 of its Director, Office of Financial Services, the official seal
42 having been omitted as permitted by law.
1035054.2 ]_�}
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Date of Registration
Registrable by:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
12
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15 Bond Registrar
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By
Authorized Signature
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
21 General Obligation Capital Improvement Bond, Series 1999B, No.
22 R- .
1035054.2
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CSRTIFICATE OF REGISTRATION
2 The transfer of ownership of the principal amount of the attached
3 Bond may be made only by the registered owner or his, her or its
4 leqal representative last noted below.
5 DATE OF SIGNATURE OF
6 REGISTRATION REGISTERED OWNER BOND REGISTRAR
7
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REGISTER OF PARTIAL PAYMENTS
2 The principal amount of the attached Bond has been prepaid on the
3 dates and in the amounts noted below:
4 Signature of Signature of
5 Date Amount Bondholder Bond Recristrar
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22 If a notation is made on this register, such notation has the
23 effect stated in the attached Bond. Partial payments do not
24 require the presentation of the attached Bond to the Bond
25 Registrar, and a Holder could fail to note the partial payment
26 here.
1035054.2 Z�J
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ABBREVIATIONS
2 The following abbreviations, when used in the inscription on
3 the face of this Bond, shall be construed as though they were
4 written out in fu11 according to applicable laws or regulations:
5 TEN COM - as tenants in common
6 TEN ENT - as tenants by the entireties
7 JT TEN - as joint tenants with right of survivorship
8 and not as tenants in common
9 UTMA - as custodian for
10 (Cust) (Minor)
11 under the Uniform Transfers to Minors Act
12 (State)
13 Additional abbreviations may also be used
14 though not in the above list.
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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
attorney to trans£er the Bond on the
books kept £or the registration thereof, with full power of
substitution in the premises.
9 Dated:
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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
Bond unless the information
below is provided.
Name and Address:
1035054.2
will not effect transfer of this
concerning the trans£eree requested
(Include information for a11 joint
owners if the Bond is held by joint
account.)
19
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1 B. Replacement Sonds. 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 G1oba1 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 G1oba1 Certificate for
10 one or more Replacement Bonds since the City recognizes that some
11 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 Certificate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
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8 INTEREST
9 RATE
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
R.AMSEY COUNTY
CITY OF SAINT PAUL
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOI3D, SERIES 1999B
MATURITY DATE OF
DATE ORIGINAL ISSUE
April l, 1999
REGISTERED OWNER:
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS Chat the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or ��City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on April 1 and October 1 of each year (each, an
"Interest Payment Date"), commencing October 1, 1999, 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 o£ 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 xegistration books of the Issuer maintained
by the Bond Registrar and at the address appearing thereon at the
close o£ business on the fifteenth day of the calendar month
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 sha11 be payable to the person who is the Aolder hereof at
the close of business on a date (the "Special Record Date") fixed
by the Bond Registrar whenever money becomes available for
1035054.2 2 1
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1 payment of the defaulted interest. Notice of the Special Record
2 Date shall be given to Bondholders not less than ten days prior
3 to the Special Record Date. The principal of and premium, if
4 any, and interest on this Bond are payable in lawful money of the
5 United States of America.
6 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
7 THIS BOND SET FORTH ON THE REVERSE AEREOF, WFIICH PROVISIONS SHI�LL
8 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
9 IT IS HEREBY CERTIFIED AND RECITED that all acts,
10 conditions and things required by the Constitution and laws of
11 the State of Minnesota and the Charter of the Issuer to be done,
12 to happen and to be performed, precedent to and in the issuance
13 of this Bond, have been done, have happened and have been
14 performed, in regular and due form, time and manner as required
15 by law, and that this Bond, together with all other debts of the
16 Issuer outstanding on the date of original issue hereof and on
17 the date of its issuance and delivery to the original purchaser,
18 does not exceed any constitutional or statutory or Charter
19 limitation of indebtedness.
20 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
21 County, Minnesota, by its City Council has caused this Bond to be
22 executed on its behalf by the original or facsimile signature of
23 its Mayor, attested by the original or facsimile signature of its
24 Clerk, and countersigned by the original or facsimile signature
25 0£ its Director, Office of Financial Services, the official seal
26 having been omitted as permitted by law.
io3sosa.2 2 2
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Date of Registration:
Registrable by:
Payable at:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTFiENTICATION
8 This Bond is one of the
9 Bonds described in the
1D Resolution mentioned
11 within.
12
13
14 ,
15 Bond Registrar
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17
18
19
By
Authorized Signature
1�35054.2
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
23
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ON REVERSE OF BOND
Date of Pavment Not Business Day. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, I3ew 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 April 1, 2007, are subject to redemption and
prepayment at Che 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 Co be prepaid shall be chosen by
lot by the Bond Registrar. Bonds or portions thereof called for
redempCion sha11 be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the
redemption date.
Notice of Redemntion. Mailed notice of redemption
shall be given to the paying agent (if other than a CiCy officer)
and to each affected Holder of the Bonds. Tn 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 Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds sha11 be used.
Selection of Sonds for Redemption. 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, sha11 equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount of
such Bond of a denomination of more than $5,��0 shall be redeemed
as shall equal $5,000 for each number assigned to it and so
1035054.2
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selected. -If a Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the Issuer or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond 12egistrar duly executed by
the Holder thereof or his, her or its attorney duly authorized in
writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by
such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal, of the Bond
so surrendered.
Issuance: PurPose; General Obligation. This Bond is
one o£ an issue in the total principal amount of $16,375,000, 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,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on April 7,
1999 (the ��Resolution"), for the purpose of providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
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 maCurity 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.
Transfer. This Bond is transferable by the Holder in
person or by his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with, or
notice to, the Bond Registrar. Thereupon the Issuer shall
1035054.2 Z �j
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1 execute and tne Bond Registrar shall authenticate and deliver, in
2 exchange for this Bond, one or more new fully registered Bonds in
3 the name of the transferee (but not registered in blank or to
4 ��bearer° or similar designation), of an authorized denomination
5 or denominations, in aggregate principal amount equal to the
6 principal amount of this Bond, of the same maturity and bearing
7 interest at the same rate.
8 Fees upon Trans£er or Loss. The Bond Registrar may
9 require payment of a sum sufficient to cover any tax or other
10 governmental charge payable in connection with the transfer or
11 exchange of this Bond and any legal or unusual costs regarding
12 transfers and lost Bonds.
13 Treatment of Registered Owner. The Issuer and Bond
14 Registrar may treat the person in whose name this Bond is
15 registered as the owner hereof for the purpose of receiving
16 payment as herein provided (except as otherwise provided on the
17 reverse side hereof with respect to the Record Date) and for all
18 other purposes, whether or not this Bond shall be overdue, and
19 neither the Issuer nor the Bond Kegistrar shall be affected by
20 notice to the contrary.
21 Authentication. This Bond shall not be valid or become
22 obligatory for any purpose or be entitled to any security unless
23 the Certificate of Authentication hereon shall have been executed
24 by the Bond Registrar.
25 Not Oualified Tax-Exemnt Obliaations. The Bonds have
26 not been designated by the Issuer as "qualified tax-exempt
27 obligations" for purposes of Section 265(b)(3) of the federal
28 Internal Revenue Code of 1986, as amended. The Bonds do not
29 qualify for such designation.
1035054.2 2 (
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ABBREVIATIONS
2 The following abbreviations, when used in the
3 inscription on the face of this Bond, shall be construed as
4 though they were written out in full according to applicable laws
5 or regulations:
6 TEN COM - as tenants in common
7 TEN ENT - as tenants by the entireties
8 JT TEN - as joint tenants with right of survivorship
9 and not as tenants in common
10 iTTMA - as custodian for
11 (Cust) (Minor)
12 under the Uniform Transfers to Minors Act
13 (State)
14 Additional abbreviations may also be used
15 though not in the above list.
3035054.2 2 7
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ASSIGNMENT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the within Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the books kept for the
7 registration thereof, with full power of substitution in the
8 premises.
9 Dated:
10 Notice: The assignor's signature to this
11 assignment must correspond with the name
12 as it appears upon the face of the
13 within Bond in every particular, without
14 alteration or any change whatever.
15 Signature Guaranteed:
16
17 Signature(s) must be guaranteed by a national bank or trust
18 company or by a brokerage firm having a membership in one o£ the
19 major stock exchanges or any other "Eligible Guarantor
20 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
21 The Bond Registrar wi11 not effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27 (Include information for all joint owners
Z8 if the Bond is held by joint account.)
1035054.2 2 $
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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 o£ 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 o£ficer who may act on behalf of such absent or
disabled officer. In case any such officer whose signature or
facsimile of whose signature shall appear on the Bpnds shall
cease to be such officer before the delivery of the Bonds, 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 Recxistration. 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 Authenticatian 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 ot
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
Certi£icates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is April 1, 1999. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Reaistration: 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.
42 A Global Certificate shall be registered in the name of
43 the payee on the books of the Bond Registrar by presenting the
44 Global Certificate for registration to the Bond Registrar, who
45 will endorse his or her name and note the date of registration
46 opposite the name of the payee in the certificate of registration
1035054.2 2,9
qq • 30�7
1 on the Global Certificate. Thereafter a Global Certificate may
2 be transferred by delivery with an assignment duly executed by
3 the Holder or his, her or its legal representative, and the City
4 and Bond Registrar may treat the Fiolder as the person exclusively
5 entitled to exercise all the rights and powers of an owner until
6 a Global Certificate is presented with such assignment for
7 registration of transfer, accompanied by assurance of the nature
S provided by law that the assignment is genuine and effective, and
9 until such transfer is registered on said books and noted thereon
10 by the Bond Registrar, all subject to the terms and conditions
11 provided in this resolution and to reasonable regulations of the
12 City contained in any agreement with, or notice to, the Bond
13 Registrar.
14 Transfer of a Global Certificate may, at the direction
15 and expense of the City, be subject to other restrictions if
16 required to qualify the Global Certificates as being ��in
17 registered form" within the meaning of Section 149(a) of the
18 federal Internal Revenue Code of 1986, as amended.
19 If a Global Certificate is to be exchanged for one or
20 more Replacement Bonds, all of the principal amount of the Global
21 Certificate shall be so exchanged.
22 Upon surrender for transfer of any Replacement Bond at
23 the principal office of the Bond Registrar, the City shall
24 execute (if necessary), and the Bond Registrar shall
25 authenticate, insert the date of registration (as provided in
26 paragraph 11) of, and deliver, in the name of the designated
27 transferee or transferees, one or more new Replacement Bonds of
28 any authorized denomination or denominations of a like aggregate
29 principal amount, having the same stated maturity and interest
30 rate, as requested by the transferor; provided, however, that no
31 bond may be registered in blank or in the name of "bearer" or
32 similar designation.
33 At the option of the Holder of a Replacement Bond,
34 Replacement Bonds may be exchanged for Replacement Bonds of any
35 authorized denomination or denominations of a like aggregate
36 principal amount and stated maturity, upon surrender of the
37 Replacement Bonds to be exchanged at Che principal office of the
38 Bond Registrar. Whenever any Replacement Bonds are so
39 surrendered for exchange, the City shall execute (if necessary),
40 and the Bond Registrar shall authenticate, insert the date of
41 registration of, and deliver the Replacement Bonds which the
42 Holder making the exchange is entitled to receive. Global
43 Certificates may not be exchanged for Global Certi£icates of
44 smaller denominations.
io3sosa.z 3 0
�g-3o�
1 All Bonds surrendered upon any exchange or transfer
2 provided for in this resolution shall be promptly cancelled by
3 the Bond Registrar and thereafter disposed of as directed by the
4 City.
5 All Bonds delivered in exchange for or upon transfer of
6 Bonds shall be valid general obligations of the City evidencing
7 the same debt, and entitled to the same benefits under this
8 resolution, as the Bonds surrendered for such exchange or
9 transfer.
10 Every Bond presented or surrendered for transfer or
11 exchange shall be duly endorsed or be accompanied by a written
12 instrument of transfer, in form satisfactory to the Bond
13 Registrar, duly executed by the Holder thereof or his, her or its
14 attorney duly authorized in writing.
15 The Bond Registrar may require payment of a sum
16 sufficient to cover any tax or other governmental charge payable
17 in connection with the transfer or exchange of any Bond and any
18 legal or unusual costs regarding transfers and lost Bonds.
19 Transfers shall also be subject to reasonable
20 regulations of the City contained in any agreement with, or
21 notice to, the Bond Registrar, including regulations which permit
22 the Bond Registrar to close its transfer books between record
23 dates and payment dates.
24 13. Riqhts Upon Transfer or Exchanae. Each Bond
25 delivered upon transfer of or in exchange for or in lieu of any
26 other Bond shall carry all the rights to interest accrued and
27 unpaid, and to accrue, which were carried by such other Bond.
28 14. Interest Payment; Record Date. Interest on any
29 Global Certificate shall be paid as provided in the first
30 paragraph thereof, and interest on any Replacement Bond shall be
31 paid on each Interest Payment Date by check or draft mailed to
32 the person in whose name the Bond is registered (the "Holder") on
33 the registration books of the City maintained by the Bond
34 Registrar, and in each case at the address appearing thereon at
35 the close o£ business on the fifteenth (15th) day of the calendar
36 month preceding such Interest Payment Date (the "Regular Record
37 Date"). Any such interest not so timely paid sha11 cease to be
38 payable to the person who is the Holder thereof as of the Regular
39 Record Date, and shall be payable to the person who is the Holder
40 thereof at the close of business on a date (the "Special Record
41 Date") fixed by the Bond Registrar whenever money becomes
42 available for payment of the defaulted interest. Notice of the
1035054.2 3 1
�l�t -'� o�j
1 Special Record Date shall be given by the Bond Registrar to the
2 Holders not less than ten (10) days prior to the Special Record
3 Date.
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16
15. Holders: Treatment of Reqistered Owner: Consent of
Holders.
{A) For the purposes of all actions, consents and other
matters affecting Holders 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 the Bond is registered identifying such beneficial
owner.
17 (B) The City and Bond Registrar may treat the person in
18 whose name any Bond is registered as the owner of such Bond for
19 the purpose of receiving payment of principal of and premium, if
20 any, and interest (subject to the payment provisions in paragraph
21 14 above) on, such Bond and for all other purposes whatsoever
22 whether or not such Bond shall be overdue, and neither the City
23 nor the Bond Registrar shall be affected by notice to the
24 contrary.
25 (C) Any consent, request, direction, approval, objection or
26 other instrument to be signed and executed by the Holders may be
27 in any number of concurrent writings of similar tenor and must be
28 signed or executed by such Holders in person or by agent
29 appointed in writing. Proof of the execution of any such
30 consent, request, direction, approval, objection or other
31 instrument or of the writing appointing any such agent and of the
32 ownership of Bonds, if made in the following manner, shall be
33 sufficient for any of the purposes of this resolution, and shall
34 be conclusive in favor of the City with regard to any action
35 taken by it under such request or other instrument, namely:
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38
39
40
41
42
(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 be£ore him or her the
execution thereof, or by an affidavit of any witness to such
execution.
1�35�54.2
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1 (2) Subject to the provisions of subparagraph (A)
2 above, the fact of the ownership by any person of Bonds and
3 the amounts and numbers of such Bonds, and the date of the
4 holding of the same, may be proved by reference to the bond
5 register.
6 16. Delivery; Application of Proceeds. The Global
7 Certificates when so prepared and executed shall be delivered by
8 the Director, Office of Financial Services, to the Purchaser upon
9 receipt of the purchase price, and the Purchaser shall not be
10 obliged to see to the proper application thereof.
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17. Fund and Account. There is hereby created a
special account to be designated the "Capital Improvement Bonds
of 1999B Account" (the '�ACCOUnt") to be administered and
maintained by the City Treasurer as a bookkeeping account
separate and apart from all other accounts maintained in the
official financial records of the City. There has been
heretofore created and established the General Debt Service Fund
(numbered 960, herein the "Fund"). The Fund and the Account
shall each be maintained in the manner herein specified until all
of the Bonds and the interest thereon have been fully paid.
(i) Account. To the Account there shall be
credited the proceeds of the sale of the Bonds, less
accrued interest received thereon, and less any amount
paid for the Bonds in excess of $16,211,250. From the
Account there shall be paid all costs and expenses of
making the Improvements, including the cost of any
construction contracts heretofore let and all other
costs incurred and to be incurred of the kind
authorized in Minnesota Statutes, Section 475.65
(including interest on the Bonds payable during the
construction period); and the moneys in the Account
shall be used for no other purpose except as otherwise
provided by law; provided that the proceeds of the
Bonds may also be used to the extent necessary to pay
interest on the Bonds due prior to the anticipated date
of commencement of the collection of taxes levied
herein; and provided further that if upon completion of
the Improvements there sha11 remain any unexpended
balance in the Account, the balance may be transferred
by the Council to the fund of any other improvement
instituted pursuant to Laws of Minnesota for 1971,
Chapter 773, as amended, or used for any other purpose
permitted by law, or transferred to the Fund. Al1
earnings on the Account shall be transferred to the
Fund, or may remain in the Account.
1035054.2
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(ii) Fund. There is hereby pledged and there
shall be credited to the Fund, to a special sinking
fund account which is hereby created and established
therein for the payment of the Bonds: (a) all accrued
interest received upon delivery of the Bonds; (b) all
funds paid for the Bonds in excess of $16,211,250; (c)
any collections of all taxes which are herein levied
for the payment o£ the Bonds and interest thereon as
provided in paragraph 18; (d) all funds remaining in
the Account after completion of the Improvements and
payment of the costs thereof, not so transferred to the
account of another improvement or used for any other
purpose permitted by law; (e) a11 investment earnings
on moneys held in said special account in the Fund; and
(f) any and all other moneys which are properly
available and are appropriated by the governing body of
the City to said special account in the Fund.
Said special account created in the Fund shall be used
solely to pay the principal and interest and any premiums for
redemption of the Bonds and any other bonds of the City
heretofore or hereafter issued by the City and made payable from
said special account in the Fund as provided by law, or to pay
any rebate due to the United States. No portion of the proceeds
of the 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 Bonds were issued, and
(2) in addition to the above in an amount not greater than
$100,000. To this effect, any proceeds of the Bonds and any sums
from time to time held in the Account or said special account in
the Fund (or any other City account which will be used to pay
principal or interest to become due on the bonds payable
therefrom) in excess of amounts which under then-applicable
federal arbitrage regulations may be invested without regard as
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available
under the federal arbitrage regulations. In addition, the
proceeds of the Bonds and money in the Account or the Fund shall
not be invested in obligations or deposits issued by, guaranteed
by or insured by the United States or any agency or instrumen-
tality thereof if and to the extent that such investment would
cause the Bonds to be �'federally guaranteed" within the meaning
of Section 149(b) of the federal Internal Revenue Code of 1986,
as amended (the "Code").
iossosa.z 3 4
18. Tax Levy; Coveraqe Test. To provide moneys for
payment of the principal and interest on the Bonds there is
hereby levied upon all of the taxable property in the City a
direct annual ad valorem tax which shall be spread upon the tax
rolls and collected with and as part of other general property
taxes in the City for the years and in the amounts as follows:
r�
10
11
12
13
14
15
16
17
18
Year of Tax
Levy
1998'
1999
2000
2001
2002
2003
2004
2005
2006
2007
Year of Tax
Collection
Amount
FL•7
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
1999'
2000
2001
2002
2003
2004
2005
2006
2007
2008
$2,131,500
2,152,500
2,117,850
2,134,650
2,122,050
2,107,350
2,116,800
2,096,850
2,101,050
2,102,100
heretofore 2evied or provided from other available City funds
The tax levies are such that if collected in fu11 they,
together with estimated collections of any other revenues herein
pledged for the payment of the Bonds, will produce at least five
percent (5%) in excess of the amount needed to meet when due the
principal and interest payments on the Bonds. The tax levies
sha11 be irrepealable so long as any of the Bonds are outstanding
and unpaid, provided that the City reserves the right and power
to reduce the levies in the manner and to the extent permitted by
Minnesota Statutes, Section 475.61, Subdivision 3.
19. General Oblictation PledQe. For the prompt and
full payment of the principal and interest on the Bonds, as the
same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged.
If the balance in the Fund (as defined in paragraph 17 hereof) is
ever insufficient to pay all principal and interest then due on
the Bonds payable therefrom, the deficiency shall be promptly
paid out of any other funds of the City which are available for
such purpose, including the general fund of the City, and such
other funds may be reimbursed with or without interest from the
Fund when a sufficient balance is available therein.
20. Certificate of Recristration. The Director, Office
of Financial Services, is hereby directed to file a certified
copy of this resolution with the officer of Ramsey County,
Minnesota, performing the functions of the county auditor (the
"County Auditor"), together with such other information as the
County Auditor shall require, and to obtain the County Auditor's
certificate that the Bonds have been entered in the County
1035054.2
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Auditor's Bond Register, and that the tax levy required by law
has been made.
21. 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,
cer�ificates and information as are required to show the facts
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
facts recited therein.
22. Neqative Covenants as to Use of Proceeds and
Improvements. The City hereby covenants not to use the proceeds
of the Bonds or Y.o use the Improvements, or to cause or permit
them to be used, or to enter into any deferred payment arrange-
ments 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 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 governmental 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.
23. 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
SecCion 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.
The City expects that the two-year expenditure
exception Co the rebate requirements may apply to the
construction proceeds of the Bonds.
If any elections are available now or hereafter with
respect to arbitrage or rebate maCters 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
1035054.2
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shall be, and shall be deemed and treated as, elections of the
City.
24. No Desianation of Oualified Tax-Exemgt
Obliaations. The Bonds, together with other obligations issued
by the City in 1999, 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.
25. Letter of Reoresentations. 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 EIolder 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 from time to time with the agreement or consent of
The Depository Trust Company.
19 26. Neaotiated Sale. The City has retained Springsted
20 Incorporated as an independent financial advisor, and the City
21 has heretofore determined, and hereby determines, to sell the
22 Bonds by private negotiation, all as provided by Minnesota
23 Statutes, Section 475.6�, Subdivision 2(9).
24 27. Continuina Disclosure. The City is an obligated
25 person with respect to the Bonds. The City hereby agrees, in
26 accordance with the provisions of Rule 15c2-12 (the "Rule��),
27 promulgated by the Securities and Exchange Commission (the
28 "Commission") pursuant to the Securities Exchange Act of 1934, as
29 amended, and a Continuing Disclosure Undertaking (the
30 "Undertaking") hereinafter described, to:
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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. Pravide 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 Undertakina.
1035054.2
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1 C. Provide or cause to be provided, in a timely
2 manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
3 notice of a failure by the City to provide the annual
4 financial information with respect to the City described in
5 the Undertaking.
6 The City agrees that its covenants pursuant to the Rule
7 set forth in this paragraph 27 and in the Undertaking are
8 intended to be for the benefit of the Holders of the Bonds and
9 shall be en£orceable on behalf of such Holders; provided that the
10 right to enforce the provisions of these covenants shall be
11 limited to a right to obtain specific enforcement of the City's
12 obligations under the covenants.
13 The Mayor and Director, Office of Financial Services,
14 or any other officers of the City authorized to act in their
15 stead (the "Officers"), are hereby authorized and directed Co
16 execute on behalf of the City the Undertaking in substantially
17 the form presented to the City Council, subject to such
18 modifications thereof or additions thereto as are (i) consistent
19 with the requirements under the Rule, (ii) required by the
20 Purchaser, and liii) acceptable to the Officers.
21 28. Severabilitv. If any section, paragraph or
22 provision of this resolution shall be held to be invalid or
23 unenforceable for any reason, the invalidity or unenforceability
24 of such section, paragraph or provision shall not affect any of
25 the remaining provisions of this resolution.
1035054.2 3 8
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1 29. Headinas. Headings in this resolution are
2 included for convenience of reference only and are not a part
3 hereof, and shall not limit or define the meaning of any
4 provision hereof.
Requested by Department of:
Adopted by Council: Date � p.�---� '� �
Certified by Council Secretary
�
Approved by
�
6��'..-e o� �;...a.�c�al �erviG2�.S
By: �' m �-�
Form rwed by City Attomey
�
B . L�„—`' ��
�
1035054.2
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of Financtal Services
Yf�::',
TOTAL # OF SIGNATURE PAGES
,� GREEN SHEET
InitlaVDae
r•.�:,;_�—a�.-r�
No 63231
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❑ wuxcw.sEm+c6surt � ❑ r►uxn�umnuccro
V
� �� ❑
_7_ (CLIP AlL LOCATIONS FOR SIGNASURE)
resolufion accepts the winning proposal and awards the bid fa the $16,375,000 G.O.
al improvement Bonds Series 19996. This is a competitive borW sale arM the award
ing to the bidder found most advantageos Qowest cost) to the City.
PLANNING COMMISSION
CIB CAMMITfEE
CIVIL SERVICE COMMISSION
(Who, What, When, Where, Why)
Has this pereoMrm ever vo�ked uadw a wntrad for this tlapaRment7
YES NO
Has this persoNRrtn ever 6een a city empWy�ee?
YES NO
Does th� personfirtn possc5s a skdl �rot nWmaliy yossessed by anY cuttent cdy empbyee?
YES NO
is this person/firtn a targete0 vendoR
YES NO
for the purpose of Pondinp the bontl financing portion of the Capdal Impravement Budget
a✓aiiabie for the CIB Budget
434"s�€Yiis:i S . v��n �"' �
♦ ' ��
IF APPROVED
for qpital projutswill not be a�adable.
OF iRANSACTION S siva�s.000
FUNDING SOURCE
C0.4T/REVENUE BUDGETED (CIRCLE ON�
ACTNITY NUMBER
lix-�`�:
FINqNCW1 MFORMATION (EJ�WN)
°1°1- 3 0 �
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and delivered by the Bond Registrar pursuant to paragraphs 6 and
12 hereof; and
WHEREAS, "Holder" as used herein means the person in
whose name a Bond is registered on the registration books of the
City maintained by the registrar appointed as provided�n
paragraph 8 (the '�Bond Registrar"�; end
WHEREAS, Rule 15c2-12 of the Securities a Exchange
Commission prohibits "participating underwriters" om purchasing
or selling the Bonds unless the City undertakes t provide
certain continuing disclosure with respect to th Bonds; and
WHEREAS, pursuant to Minnesota Statu es, Section
475.60, Subdivision 2(9), public sale require ents do not apply
to the Bonds if the City retains an independ nt financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive ale without
publication af notice thereof as a form o private negotiation;
and
18 WHEREAS, proposals for the nds have been solicited by
19 Springsted Incorporated pursuant to Official Statement and
20 Terms of Proposal therein:
21 NOW, THEREFORE, BE IT R OLVED by the Council of the
22 City of Saint Paul, Minnesota, a follows:
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1. Acce�tance of P osal. The proposal of
(the "Q� rchaser") to purchase $16,375,000
General Obligation Capital I�rovement Bonds, Series 1999B, of
the City (the "Bonds", or i ividually a"Bond"), in accordance
with the Terms of Proposal or the bond sale, at Che rates of
interest set forth herein ter, and to pay for the Bonds the sum
of $ , plus nterest accrued to settlement, is
hereby found, determine and declared to be the most favorable
proposal received and ' hereby accepted, and the Bonds are
hereby awarded to the urchaser. The Director, Office of
Financial Services, o his designee, is directed to retain the
deposit of the Purch ser and to forthwith return to the others
making proposals th ir good faith checks or drafts.
2. Ti le• Ori inal Is e Date• Denominations•
Maturities. The onds shall be titled ��General Obligation
Capital Improve ent Bonds, Series 1999B��, shall be dated April 1,
1999, as the d e of original issue and shall be issued forthwith
on or after s ch date as fully registered bonds. The Bonds shall
be numbered om R-1 upward. Global Certificates shall each be
in the deno nation of the entire principal amount maturing on a
single dat , or, if a portion of said principal amount is
prepaid, id principal amount less the prepayment. Replacement
Bonds, i issued as provided in paragraph 6, shall be in the
1035054.2� 3
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1 denomination of $5,000 each or in
2 of a single maturity. The Bonds
3 years and amounts as follows:
4 Year
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Amount
2000 $1,375,000
2001 1,a50,000
2002 1,475,000
2003 1,550,000
2004 1,600,000
any integral multiple thereof
shall mature on April 1 in the
Year
2005
2006
2
Amount
$1,650,000
1,725,000
1,775,000
1,850,000
1,925,000
3. Purpose. The Bonds
construction of the capital impr�
capital improvement budget (the
the Bonds shall be deposited and
17, for the purpose described by
Chapter 773, as amended, and any
to any other purpose permitted b
Improvements, which shall includ
Minnesota Statutes, Section 475�
equal to the amount of the Bon�
proceed with due diligence to,�o�
21 4. Tnterest. T ,
22 semiannually on April 1 an �Oc
23 "Interest Payment DaCe"), ,om
24 on the basis of a 360-day,year
25 respective rates per ann m set
26 as follows: �
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
§2
43
44
45
Maturity Year
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Interest Rate
5, escri tion of the Global Certificat s and Global
Book-Entr S s em. Upon their original issuance the Bonds will
be issued in e form of a single G1oba1 Certificate for each
maturity, de sited with the Depository by the Purchaser and
immobilized s provided in paragraph 6. No beneficial owners of
interests i the Bonds will receive certificates representing
their resp ctive interests in the Bonds except as provided in
paragraph 6. Except as so provided, during the term of the
Bonds, b eficial ownership (and subsequent transfers of
benefic' 1 ownership} of interests in the Global Certificates
will be reflected by book entries made on the records of the
Deposi ory and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
1�%provide funds for the
5 in the City�s 1999
vements"). The proceeds of
as provided in paragraph
of Minnesota for 1971,
s moneys shall be devoted
The total cost of the
° all costs enumerated in
5, is estimated to be at least
Work on the Improvements shall
pletion.
Bonds shall bear interest payable
tober 1 of each year (each, an
mencing October 1, 1999, calculated
of twelve 30-day months, at the
forth opposite the maturity years
Maturity Year
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17
18
18. Tax L,evy; CoveraQe Test. To provide moneys for
payment of the principal and interest on the Bonds there is
hereby levied upon all of the taxable property in the City a
direct annual ad valorem tax which shall be spread upo the tax
rolls and collected with and as part of other general,�roperty
taxes in the City for the years and in the amounts ��follows:
Year of Tax
Lew
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
1999�
2000
2001
2002
2003
2004
2005
2006
2007
200$
$
19 ' heretofore levied or provided
20
21
22
23
24
25
26
27
28
The tax levies are
together with estimated co11
pledged for the payment of t
percent (5%) in excess of th
principal and interest paym
shall be irrepealable so 1
and unpaid, provided that 'h
to reduce the levies in�ie
Minnesota Statutes, Sec on
other available City funds
su�i that if collected in full they,
ec ��ions of any other revenues herein
h Bonds, will produce at least five
amount needed to meet when due the
'ts on the Bonds. The tax levies
g as any of the Sonds are outstanding
e City reserves the right and power
manner and to the extent permitted by
475.61, Subdivision 3.
29 19. Generall/Obliaation Pledae. For the prompt and
30 fu11 payment of the p�incipal and interest on the Bonds, as the
31 same respectively be ome due, the fu11 faith, credit and taxing
32 powers of the City all be and are hereby irrevocably pledged.
33 If the balance in e Fund (as defined in paragraph 17 hereof) is
34 ever insufficient o pay all principal and interest then due on
35 the Bonds payabl therefrom, the deficiency shall be promptly
36 paid out of any ther funds of the City which are available for
37 such purpose, ' cluding the general fund of the City, and such
38 other funds m be reimbursed with or without interest from the
39 Fund when a fficient balance is available therein.
40 . Certificate of Reaistration. The Director, Office
41 of Financ' 1 Services, is hereby directed to file a certified
42 copy of is resolution with the officer of Ramsey County,
43 Minneso a, per£orming the functions of tihe county auditor (the
44 "Count Auditor"), together with such other information as the
45 Coun Auditor shall require, and to obtain the County Auditor's
46 certificate that the Bonds have been entered in the County
Year of Tax
Collection
io3sasa.2 3 5
ORiGINA�-
Presented By
Referred To
` councii File # �� - 3 oR
A`�'n�'�C.C# V GrS\O tJ ����;
,�,,� �q� Greensheet#
RESOLUTION � �� �� y, 35
CITY OF SAINT PAUL, MINNESOTA
Committee: Date
1
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ACCEPTING PROPOSAL ON SALE OF
$16,375,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 1999B,
PROVIDING FOR TE�IEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
3�
WHEREAS, the Director, Office of Financial Services,
has presented proposals received for the sale of $16,375,000
General Obligation Capital Improvement Bonds, Series 1999B (the
'�Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
WHEREAS, the proposals set £orth on Exhibit 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 Financial Services,
has advised this Council that the proposal of
pru�,...��� Sev�x��,t S�. . was found to be the most
advantageous and ha�commended that said proposal be accepted;
and
19 WHEREAS, the proceeds of the Bonds will finance certain
20 capital improvements, for which the City is proceeding pursuant
21 to its Charter and Laws of Minnesota for 1971, Chapter 773, as
22 amended, with any excess to be used for any other purpose
23 permitted by law; and
1035054.2
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1 WHEREAS, the City has heretofore issued registered
2 obligations in certificated form, and incurs substantial costs
3 associated with their printing and issuance, and substantial
4 continuing transaction costs relating to their payment, transfer
5 and exchange; and
6 WHEREAS, the City has determined that significant
7 savings in transaction costs will result from issuing bonds in
8 "global book-entry form'�, by which bonds are issued in
9 certificated form in large denominations, registered on the books
10 of the City in the name of a depository or its nominee, and held
11 in safekeeping and immobilized by such depository, and such
12 depository as part of the computerized national securities
13 clearance and settlement system (the "National System") registers
14 transfers of ownership interests in the bonds by making
15 computerized book entries on its own books and distributes
16 payments on the bonds to its Participants shown on its books as
17 the owners of such interests; and such Participants and other
18 banks, brokers and dealers participating in the National System
19 will do likewise (not as agents of the City) if not the
20 beneficial owners of the bonds; and
21 WF:EREAS, "Participants" means those financial insti-
22 tutions for whom the Depository effects book-entry transfers and
23 pledges of securities deposited and immobilized with the
24 Depository; and
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29
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31
32
33
34
35
36
37
38
39
40
WHEREAS, 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"), wi11 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
maturiCy 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
41 WHEREAS, the City will be able to replace the
42 Depository or under certain circumstances to abandon the "global
43 book-entry form'� by permitting the Global Certificates to be
44 exchanged for smaller denominations typical of ordinary bonds
45 registered on the City's bond register; and "Replacement Bonds"
§6 means the certificates representing the Bonds so authenticated
1035054.2 2
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1 and delivered by the Bond Registrar pursuant to paragraphs 6 and
2 12 hereof; and
3 WHEREAS, "Holder" as used herein means the person in
4 whose name a Bond is registered on the registration books of the
5 City maintained by the registrar appointed as provided in
6 paragraph 8(the "Bond Registrar"); and
7 WAEREAS, Rule 15c2-12 of the Securities and Exchange
8 Commission prohibits "participating underwriters" from purchasing
9 or selling the Bonds unless the City undertakes to provide
10 certain continuing disclosure with respect to the Bonds; and
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12
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17
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19
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22
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29
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37
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WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds if the City retains an independenC financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive sale without
publication of notice thereof as a form of private negotiation;
and
WHEREAS, proposals for the Bonds have been solicited by
Springsted Incorporated 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:
1. Accegtance of Pr000sal. The proposal of
Prudential Securities Inc. (the "Purchaser��) to purchase
$16,375,000 General Obligation Capital Improvement Bonds, Series
1999B, of the City (the "BOnds", or individually a"BOnd"), in
accordance with the Terms of Proposal for the bond sale, at the
rates o£ interest set forth hereinafter, and to pay for the Bonds
the sum of $16,284,780.25, 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. Tit1e; Orictinal Issue Date; Denominations:
Maturities. The Bonds shall be titled "General Obligation
Capital Improvement Bonds, Series 1999B", shall be dated April 1,
1999, 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. G1oba1 Certificates sha11 each be
in the denomination of the entire principal amount maturing on a
single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Replacement
Bonds, if issued as provided in paragraph 6, shall be in the
1035054.2
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1 denomination of $5,000 each or i
2 of a single maturity. The Bonds
3 years and amounts as follows:
4 Year Amount
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
2000 $1,375,000
2001 1,450,000
2002 1,475,000
2003 1,550,000
2004 1,600,000
n any integral multiple thereof
shall mature on April 1 in the
Year
2405
2006
2007
2008
2009
Amount
$1,650,000
1,725,000
1,775,000
1,850,000
1,925,000
3. Pur�ose. The Bonds shall provide funds for the
construction of the capital improvements in the City's 1999
capital improvement budget (the "Improvements"). The proceeds of
the Bonds shall be deposited and used as provided in paragraph
17, for the purpose described by Laws of Minnesota for 1971,
Chapter 773, as amended, and any excess moneys shall be devoted
to any other purpose permitted by law. The total cost of the
Improvements, which shall include a11 costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. work on the Improvements shall
proceed with due diligence to completion.
21 4. Interest. The Bonds shall bear interest payable
22 semiannually on April 1 and October 1 of each year (each, an
23 "Interest Payment Date"), commencing October 1, 1999, calculated
24 on the basis of a 360-day year of twelve 30-day months, at the
25 respective rates per annum set forth opposite the maturity years
26 as follows:
27 Maturitv Year Interest Rate
28 2000
29 2001
3� 20�2
31 2003
32 2�04
33
34
35
36
37
38
39
40
41
42
43
44
45
4.00°s
4.00
4,00
4.00
4.0�
Maturitv Year
2005
2006
2007
2008
2009
Interest Rate
4.00%
4.00
4.00
4.00
4.Q0
5. Descri�tion of the Global Certificates and Global
Book-Entry Svstem. Upon their original issuance the Bonds will
be issued in the form of a single Global Certificate for each
maturity, deposited with the Depository 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, bene£icial 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 I3ational System. The Depository's
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book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal oP 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 beneficial 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.
6. Immobilization of Global Certi£icates by the
Depository; Successor Depository; Replacement Bonds. Pursuant to
the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original
delivery of the 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 o£ 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,
(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 of 1934, as
amended,
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(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:
11 (a) the Depository shall resign or discontinue
12 its services for the Bonds and the City is unable to
13 locate a substitute depository within two (2) months
14 following the resignation or determination of non-
15 eligibility, or
16 (b) upon a determination by the City in its sole
17 discretion that i1) the continuation of the book-entry
18 system described herein, which precludes the issuance
19 of certificates (other than Global CerCificates) to any
20 Holder other than the Depository (or iCs nominee),
21 might adversely affect the interest of the beneficial
22 owners of the Bonds, or (2) that it is in the best
23 interest of the beneficial owners o£ the Bonds that
24 they be able to obtain certificated bonds,
25
26
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31
32
33
34
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37
38
�ti7
in either of which events the City shall notify Aolders 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
purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor
depository unless the City and the substitute or successor
depository so agree, and a similar agreement may be entered into.
7. Redemption.
40 (a) Ootional Redem�tion; Due Date. All Bonds maturing
41 after April 1, 2007, shall be subject to redemption and
42 prepayment at the option of the City on such date and on any day
43 thereafter at a price of par plus accrued interest. Redemption
44 may be in whole or in part of the Bonds subject to prepayment.
45 If redemption is in part, those Bonds remaining unpaid may be
1035054.2 6
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prepaid in such order of maturity and in such
as the City sha11 determine; and if only par
a common maturity date are called for prepa
Certificates may be prepaid in $5,000 increm
and, if applicable, the specific Replacement
shall be chosen by lot by the Bond Registrar
thereof called for redemption shall be due a
redemption date, and interest thereon shall
and after the redemption date.
amount per maturity
t of the Bonds having
yment, the Global
ents of principal
Bonds to be prepaid
. Bonds or portions
nd payable on the
cease to accrue from
10 (b) Notation on Global Certificate. Upon a reduction in
11 the aggregate principal amount of a Global Certificate, the
12 Holder may make a notation of such redemption on the panel
13 provided on the Global CertificaCe stating the amount so
14 redeemed, or may return the Global Certificate to the Bond
15 Registrar in exchange for a new Global Certificate authenticated
16 by the Bond Registrar, in proper principal amount. Such
17 notation, if made by the Aolder, sha11 be for reference only, and
18 may not be relied upon by any other person as being in any way
19 determinative of the principal amount of such Global Certificate
20 outstanding, unless the Bond Registrar has signed the appropriate
21 column of the panel.
22 (c) Selection of Re�lacement Bonds. To effect a partial
23 redemption of Replacement Bonds having a common maturity date,
24 the Bond Registrar prior to giving notice of redemption shall
25 assign to each Replacement Sond having a common maturity date a
26 distinctive number for each $5,000 of the principal amount of
27 such Replacement Bond. The Bond Registrar shall then select by
28 lot, using such method of selection as it shall deem proper in
29 its discretion, from the numbers so assigned to such Replacement
30 Bonds, as many numbers as, at $5,000 for each number, shall equal
31 the principal amount of such Replacement Bonds to be redeemed.
32 The Replacement Bonds to be redeemed shall be the Replacement
33 Bonds to which were assigned numbers so selected; provided,
34 however, that only so much of the principal amount of each such
35 Replacement Bond of a denomination of more than $5,000 shall be
36 redeemed as shall equal $5,000 for each number assigned to it and
37 so selected.
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41
42
43
44
45
46
47
48
49
(d) Partial Redem�tion 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
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principal amount equal to and in exchange for the unredeemed
portion of 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) NoCice. Mailed notice of redemption shall be given to
the paying agent (if other than a City officer) and to each
affected Holder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the name
of the City of its intention to redeem and pay such Bonds at the
office of the Bond Registrar. Notice of redemption shall be
given by first class mail, postage prepaid, mailed not less than
thirty (30) days prior to the redemption date, to each Iiolder of
Bonds to be redeemed, at the address appearing in the Bond
Register. All notices of redemption sha11 state:
(i)
(ii)
The redemption date;
The redemption price;
23 (iiil If less than all outstanding Bonds are to be
24 redeemed, the identification (and, in the case of partial
25 redemption, the respective principal amounts) of the Bonds
26 to be redeemed;
27 (iv) That on the redemption date, the redemption price
28 will become due and payable upon each such Bond, and that
29 interest thereon shall cease to accrue from and after said
3� date; and
31 (v) The place where such Bonds are to be surrendered
32 for payment of the redemption price (which shall be the
33 office of the Bond Registrar).
34 (g) Notice to Depositorv. Notices to The Depository Trust
35 Company or its nominee shall contain the CUSIP numbers of the
36 Bonds. If there are any Holders of the Bonds other than the
37 Depository or its nominee, the Bond Registrar shall use its best
38 efforts to deliver any such notice to the Depository on the
39 business day next preceding the date of mailing of such notice to
40 all other Holders.
1035054.2 8
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8. Bond Reaistrar. U. S. Bank 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 4'I5, 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 Aolders (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 shall be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form of bond may
contain such additional or different terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
24 A. Global Certificates. The Global Certificates,
25 together with the Certificate of Registration, the Register of
26 Partial Payments, the form of Assignment and the registration
27 information thereon, shall be in substantially the £ollowing form
28 and may be typewritten rather than printed:
1035054.2
99-3a�1
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5 R-
6
7
8 INTEREST
9 RATE
io
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
$
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 1999B
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
April l,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
�� ��~
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, 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 April 1
and October 1 of each year (each, an �'Interest Payment Date"),
commencing October 1, 1999, 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 hereo£. 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 sha11 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, if made by the
Holder, shall be for reference only, and may not be relied upon
by any other person as being in any way determinative of the
principal amount of this Bond outstanding, unless the Bond
April 1, 1999
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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 preceding
such Interest Payment Date (the "Regular Record Date"). Interest
payments shall be received by the FIolder 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 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"1 fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America.
23 Date of Payment Not Business Day. If the date for
24 payment of the principal of, premium, if any, or interest on this
25 Bond shall be a Saturday, Sunday, legal holiday or a day on which
26 banking institutions in the City of New York, New York, or the
27 city where the principal office of the Bond Registrar is located
28 are authorized by law or executive order to close, then the date
29 for such payment shall be the next succeeding day which is not a
30 Saturday, Sunday, legal holiday or a day on which such banking
31 institutions are authorized to close, and payment on such date
32 shall have the same force and effect as if made on the nominal
33 date of payment.
34 Redemption. Al1 Bonds of this issue (the ��Bonds��)
35 maturing after April 1, 2007, are subject to redemption and
36 prepayment at the option of the Issuer on such date and on any
37 day thereafter at a price of par plus accrued interest.
38 Redemption may be in whole or in part of the Bonds subject to
39 prepayment. If redemption is in part, those Bonds remaining
40 unpaid may be prepaid in such order of maturity and in such
41 amount per maturity as the City shall determine; and if only part
42 of the Bonds having a common maturity date are called for
43 prepayment, this Bond may be prepaid in $5,000 increments of
44 principal. Bonds or portions thereof called for redemption shall
45 be due and payable on the redemption date, and interest thereon
46 shall cease to accrue from and a£ter the redemption date.
47 Notice of Redemgtian. Mailed notice of redemption
48 shall be given to the paying agent (if other than a City officer)
49 and to each affected Holder of the Bonds. In the event any of
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1 the Bonds are called for redemption, written notice thereof will
2 be given by first class mail mailed not less than thirty (30)
3 days prior to the redemption date to each Holder of Bonds to be
4 redeemed. In connection with any such notice, the "CUSIP"
5 numbers assigned to the Bonds shall be used.
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Replacement 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 satis£actory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in writing) and the Issuer
shall execute (if 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; General Obliaation. This Bond is
one of an issue in the total principal amount of $16,375,000, a11
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 fu11 conformity
with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on April 7,
1949 (the "Resolution��), for the purpose of providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Zssuer. This Bond
constitutes a general obligation of the Issuer, and to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
45 Denominations; Exchanae; Resolution. The Bonds are
46 issuable originally only as Global Certificates in the
47 denomination of the entire principal amount of the issue maturing
48 on a sing],e date, or, if a portion of said principal is prepaid,
49 said principal amount less the prepayment. Global Certi£icates
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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.
Re�lacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository shall resign or discontinue its
services for the Bonds, and only if the Issuer is unable to
locate a substitute depository within two (2) months
following the resignation or determination of non-
eligibility, or
(b) upon a determination by the Issuer in its sole
discretion that (1) the continuation of the book-entry
system described in the Resolution, which precludes the
issuance of certificates (other than Global Certificates) to
any Holder other than the Depository (or its nominee), might
adversely affect the interest of the beneficial owners of
the Bonds, or (2) that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain
certificated bonds.
Transfer. This Sond 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 £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 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
1035054.2 1 3
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1 certain other restrictions if required to qualify this Bond as
2 being "in registered form" within the meaning of Section 149(a)
3 of the federal Internal Revenue Code of 1986, as amended.
4 Fees upon Transfer or Loss. The Bond Registrar may
5 require payment of a sum sufficient to cover any tax or other
6 governmental charge payable in connection with the transfer or
7 exchange of this Bond and any legal or unusual costs regarding
8 transfers and lost Bonds.
9 Treatment of Reaistered Owner. The Issuer and Bond
10 Registrar may treat the person in whose name this Bond is
11 registered as the owner hereof for the purpose of receiving
12 payment as herein provided (except as otherwise provided with
13 respect to the Record Date) and for all other purposes, whether
14 or not this Bond sha11 be overdue, and neither the Issuer nor the
15 Bond Registrar shall be a£fected by notice to the contrary.
16 Authentication. This Bond shall not be valid or become
17 obligatory for any purpose or be entitled to any security unless
18 the Certificate of Authentication hereon shall have been executed
19 by the Bond Registrar.
20 Not Oualified Tax-Exempt Obliaatiions. The Bonds have
21 not been designated by the Issuer as "qualified tax-exempt
22 obligations" for purposes of Section 265(b)(3) of the federal
23 Internal Revenue Code of 1986, as amended. The Bonds do not
24 qualify for such designation.
25 IT IS HEREBY CERTIFIED AND RECITED that all acts,
26 conditions and things required by the Constitution and laws of
27 the State of Minnesota and the Charter of the Issuer to be done,
28 to happen and to be performed, precedent to and in the issuance
29 of this Bond, have been done, have happened and have been
30 performed, in regular and due form, time and manner as required
31 by law, and that this Bond, together with all other debts of the
32 Issuer outstanding on the date of oriqinal issue hereof and on
33 the date of its issuance and delivery to the original purchaser,
34 does not exceed any constitutional or statutory or Charter
35 limitation of indebtedness.
36 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
37 County, Minnesota, by its City Council has caused this Bond to be
38 executed on its behalf by the photocopied facsimile signature of
39 its Mayor, attested by the photocopied facsimile signature of its
40 C1erk, and countersigned by the photocopied facsimile signature
41 of its Director, Office of Financial Services, the official seal
42 having been omitted as permitted by law.
1035054.2 ]_�}
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Date of Registration
Registrable by:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
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15 Bond Registrar
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By
Authorized Signature
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
21 General Obligation Capital Improvement Bond, Series 1999B, No.
22 R- .
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CSRTIFICATE OF REGISTRATION
2 The transfer of ownership of the principal amount of the attached
3 Bond may be made only by the registered owner or his, her or its
4 leqal representative last noted below.
5 DATE OF SIGNATURE OF
6 REGISTRATION REGISTERED OWNER BOND REGISTRAR
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REGISTER OF PARTIAL PAYMENTS
2 The principal amount of the attached Bond has been prepaid on the
3 dates and in the amounts noted below:
4 Signature of Signature of
5 Date Amount Bondholder Bond Recristrar
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22 If a notation is made on this register, such notation has the
23 effect stated in the attached Bond. Partial payments do not
24 require the presentation of the attached Bond to the Bond
25 Registrar, and a Holder could fail to note the partial payment
26 here.
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ABBREVIATIONS
2 The following abbreviations, when used in the inscription on
3 the face of this Bond, shall be construed as though they were
4 written out in fu11 according to applicable laws or regulations:
5 TEN COM - as tenants in common
6 TEN ENT - as tenants by the entireties
7 JT TEN - as joint tenants with right of survivorship
8 and not as tenants in common
9 UTMA - as custodian for
10 (Cust) (Minor)
11 under the Uniform Transfers to Minors Act
12 (State)
13 Additional abbreviations may also be used
14 though not in the above list.
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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
attorney to trans£er the Bond on the
books kept £or the registration thereof, with full power of
substitution in the premises.
9 Dated:
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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
Bond unless the information
below is provided.
Name and Address:
1035054.2
will not effect transfer of this
concerning the trans£eree requested
(Include information for a11 joint
owners if the Bond is held by joint
account.)
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1 B. Replacement Sonds. 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 G1oba1 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 G1oba1 Certificate for
10 one or more Replacement Bonds since the City recognizes that some
11 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 Certificate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
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8 INTEREST
9 RATE
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
R.AMSEY COUNTY
CITY OF SAINT PAUL
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOI3D, SERIES 1999B
MATURITY DATE OF
DATE ORIGINAL ISSUE
April l, 1999
REGISTERED OWNER:
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS Chat the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or ��City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on April 1 and October 1 of each year (each, an
"Interest Payment Date"), commencing October 1, 1999, 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 o£ 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 xegistration books of the Issuer maintained
by the Bond Registrar and at the address appearing thereon at the
close o£ business on the fifteenth day of the calendar month
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 sha11 be payable to the person who is the Aolder hereof at
the close of business on a date (the "Special Record Date") fixed
by the Bond Registrar whenever money becomes available for
1035054.2 2 1
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1 payment of the defaulted interest. Notice of the Special Record
2 Date shall be given to Bondholders not less than ten days prior
3 to the Special Record Date. The principal of and premium, if
4 any, and interest on this Bond are payable in lawful money of the
5 United States of America.
6 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
7 THIS BOND SET FORTH ON THE REVERSE AEREOF, WFIICH PROVISIONS SHI�LL
8 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
9 IT IS HEREBY CERTIFIED AND RECITED that all acts,
10 conditions and things required by the Constitution and laws of
11 the State of Minnesota and the Charter of the Issuer to be done,
12 to happen and to be performed, precedent to and in the issuance
13 of this Bond, have been done, have happened and have been
14 performed, in regular and due form, time and manner as required
15 by law, and that this Bond, together with all other debts of the
16 Issuer outstanding on the date of original issue hereof and on
17 the date of its issuance and delivery to the original purchaser,
18 does not exceed any constitutional or statutory or Charter
19 limitation of indebtedness.
20 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
21 County, Minnesota, by its City Council has caused this Bond to be
22 executed on its behalf by the original or facsimile signature of
23 its Mayor, attested by the original or facsimile signature of its
24 Clerk, and countersigned by the original or facsimile signature
25 0£ its Director, Office of Financial Services, the official seal
26 having been omitted as permitted by law.
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Date of Registration:
Registrable by:
Payable at:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTFiENTICATION
8 This Bond is one of the
9 Bonds described in the
1D Resolution mentioned
11 within.
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15 Bond Registrar
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By
Authorized Signature
1�35054.2
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
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ON REVERSE OF BOND
Date of Pavment Not Business Day. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, I3ew 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 April 1, 2007, are subject to redemption and
prepayment at Che 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 Co be prepaid shall be chosen by
lot by the Bond Registrar. Bonds or portions thereof called for
redempCion sha11 be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the
redemption date.
Notice of Redemntion. Mailed notice of redemption
shall be given to the paying agent (if other than a CiCy officer)
and to each affected Holder of the Bonds. Tn 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 Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds sha11 be used.
Selection of Sonds for Redemption. 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, sha11 equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount of
such Bond of a denomination of more than $5,��0 shall be redeemed
as shall equal $5,000 for each number assigned to it and so
1035054.2
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selected. -If a Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the Issuer or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond 12egistrar duly executed by
the Holder thereof or his, her or its attorney duly authorized in
writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by
such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal, of the Bond
so surrendered.
Issuance: PurPose; General Obligation. This Bond is
one o£ an issue in the total principal amount of $16,375,000, 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,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on April 7,
1999 (the ��Resolution"), for the purpose of providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
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 maCurity 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.
Transfer. This Bond is transferable by the Holder in
person or by his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with, or
notice to, the Bond Registrar. Thereupon the Issuer shall
1035054.2 Z �j
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1 execute and tne Bond Registrar shall authenticate and deliver, in
2 exchange for this Bond, one or more new fully registered Bonds in
3 the name of the transferee (but not registered in blank or to
4 ��bearer° or similar designation), of an authorized denomination
5 or denominations, in aggregate principal amount equal to the
6 principal amount of this Bond, of the same maturity and bearing
7 interest at the same rate.
8 Fees upon Trans£er or Loss. The Bond Registrar may
9 require payment of a sum sufficient to cover any tax or other
10 governmental charge payable in connection with the transfer or
11 exchange of this Bond and any legal or unusual costs regarding
12 transfers and lost Bonds.
13 Treatment of Registered Owner. The Issuer and Bond
14 Registrar may treat the person in whose name this Bond is
15 registered as the owner hereof for the purpose of receiving
16 payment as herein provided (except as otherwise provided on the
17 reverse side hereof with respect to the Record Date) and for all
18 other purposes, whether or not this Bond shall be overdue, and
19 neither the Issuer nor the Bond Kegistrar shall be affected by
20 notice to the contrary.
21 Authentication. This Bond shall not be valid or become
22 obligatory for any purpose or be entitled to any security unless
23 the Certificate of Authentication hereon shall have been executed
24 by the Bond Registrar.
25 Not Oualified Tax-Exemnt Obliaations. The Bonds have
26 not been designated by the Issuer as "qualified tax-exempt
27 obligations" for purposes of Section 265(b)(3) of the federal
28 Internal Revenue Code of 1986, as amended. The Bonds do not
29 qualify for such designation.
1035054.2 2 (
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ABBREVIATIONS
2 The following abbreviations, when used in the
3 inscription on the face of this Bond, shall be construed as
4 though they were written out in full according to applicable laws
5 or regulations:
6 TEN COM - as tenants in common
7 TEN ENT - as tenants by the entireties
8 JT TEN - as joint tenants with right of survivorship
9 and not as tenants in common
10 iTTMA - as custodian for
11 (Cust) (Minor)
12 under the Uniform Transfers to Minors Act
13 (State)
14 Additional abbreviations may also be used
15 though not in the above list.
3035054.2 2 7
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ASSIGNMENT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the within Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the books kept for the
7 registration thereof, with full power of substitution in the
8 premises.
9 Dated:
10 Notice: The assignor's signature to this
11 assignment must correspond with the name
12 as it appears upon the face of the
13 within Bond in every particular, without
14 alteration or any change whatever.
15 Signature Guaranteed:
16
17 Signature(s) must be guaranteed by a national bank or trust
18 company or by a brokerage firm having a membership in one o£ the
19 major stock exchanges or any other "Eligible Guarantor
20 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
21 The Bond Registrar wi11 not effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27 (Include information for all joint owners
Z8 if the Bond is held by joint account.)
1035054.2 2 $
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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 o£ 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 o£ficer who may act on behalf of such absent or
disabled officer. In case any such officer whose signature or
facsimile of whose signature shall appear on the Bpnds shall
cease to be such officer before the delivery of the Bonds, 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 Recxistration. 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 Authenticatian 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 ot
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
Certi£icates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is April 1, 1999. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Reaistration: 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.
42 A Global Certificate shall be registered in the name of
43 the payee on the books of the Bond Registrar by presenting the
44 Global Certificate for registration to the Bond Registrar, who
45 will endorse his or her name and note the date of registration
46 opposite the name of the payee in the certificate of registration
1035054.2 2,9
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1 on the Global Certificate. Thereafter a Global Certificate may
2 be transferred by delivery with an assignment duly executed by
3 the Holder or his, her or its legal representative, and the City
4 and Bond Registrar may treat the Fiolder as the person exclusively
5 entitled to exercise all the rights and powers of an owner until
6 a Global Certificate is presented with such assignment for
7 registration of transfer, accompanied by assurance of the nature
S provided by law that the assignment is genuine and effective, and
9 until such transfer is registered on said books and noted thereon
10 by the Bond Registrar, all subject to the terms and conditions
11 provided in this resolution and to reasonable regulations of the
12 City contained in any agreement with, or notice to, the Bond
13 Registrar.
14 Transfer of a Global Certificate may, at the direction
15 and expense of the City, be subject to other restrictions if
16 required to qualify the Global Certificates as being ��in
17 registered form" within the meaning of Section 149(a) of the
18 federal Internal Revenue Code of 1986, as amended.
19 If a Global Certificate is to be exchanged for one or
20 more Replacement Bonds, all of the principal amount of the Global
21 Certificate shall be so exchanged.
22 Upon surrender for transfer of any Replacement Bond at
23 the principal office of the Bond Registrar, the City shall
24 execute (if necessary), and the Bond Registrar shall
25 authenticate, insert the date of registration (as provided in
26 paragraph 11) of, and deliver, in the name of the designated
27 transferee or transferees, one or more new Replacement Bonds of
28 any authorized denomination or denominations of a like aggregate
29 principal amount, having the same stated maturity and interest
30 rate, as requested by the transferor; provided, however, that no
31 bond may be registered in blank or in the name of "bearer" or
32 similar designation.
33 At the option of the Holder of a Replacement Bond,
34 Replacement Bonds may be exchanged for Replacement Bonds of any
35 authorized denomination or denominations of a like aggregate
36 principal amount and stated maturity, upon surrender of the
37 Replacement Bonds to be exchanged at Che principal office of the
38 Bond Registrar. Whenever any Replacement Bonds are so
39 surrendered for exchange, the City shall execute (if necessary),
40 and the Bond Registrar shall authenticate, insert the date of
41 registration of, and deliver the Replacement Bonds which the
42 Holder making the exchange is entitled to receive. Global
43 Certificates may not be exchanged for Global Certi£icates of
44 smaller denominations.
io3sosa.z 3 0
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1 All Bonds surrendered upon any exchange or transfer
2 provided for in this resolution shall be promptly cancelled by
3 the Bond Registrar and thereafter disposed of as directed by the
4 City.
5 All Bonds delivered in exchange for or upon transfer of
6 Bonds shall be valid general obligations of the City evidencing
7 the same debt, and entitled to the same benefits under this
8 resolution, as the Bonds surrendered for such exchange or
9 transfer.
10 Every Bond presented or surrendered for transfer or
11 exchange shall be duly endorsed or be accompanied by a written
12 instrument of transfer, in form satisfactory to the Bond
13 Registrar, duly executed by the Holder thereof or his, her or its
14 attorney duly authorized in writing.
15 The Bond Registrar may require payment of a sum
16 sufficient to cover any tax or other governmental charge payable
17 in connection with the transfer or exchange of any Bond and any
18 legal or unusual costs regarding transfers and lost Bonds.
19 Transfers shall also be subject to reasonable
20 regulations of the City contained in any agreement with, or
21 notice to, the Bond Registrar, including regulations which permit
22 the Bond Registrar to close its transfer books between record
23 dates and payment dates.
24 13. Riqhts Upon Transfer or Exchanae. Each Bond
25 delivered upon transfer of or in exchange for or in lieu of any
26 other Bond shall carry all the rights to interest accrued and
27 unpaid, and to accrue, which were carried by such other Bond.
28 14. Interest Payment; Record Date. Interest on any
29 Global Certificate shall be paid as provided in the first
30 paragraph thereof, and interest on any Replacement Bond shall be
31 paid on each Interest Payment Date by check or draft mailed to
32 the person in whose name the Bond is registered (the "Holder") on
33 the registration books of the City maintained by the Bond
34 Registrar, and in each case at the address appearing thereon at
35 the close o£ business on the fifteenth (15th) day of the calendar
36 month preceding such Interest Payment Date (the "Regular Record
37 Date"). Any such interest not so timely paid sha11 cease to be
38 payable to the person who is the Holder thereof as of the Regular
39 Record Date, and shall be payable to the person who is the Holder
40 thereof at the close of business on a date (the "Special Record
41 Date") fixed by the Bond Registrar whenever money becomes
42 available for payment of the defaulted interest. Notice of the
1035054.2 3 1
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1 Special Record Date shall be given by the Bond Registrar to the
2 Holders not less than ten (10) days prior to the Special Record
3 Date.
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15. Holders: Treatment of Reqistered Owner: Consent of
Holders.
{A) For the purposes of all actions, consents and other
matters affecting Holders 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 the Bond is registered identifying such beneficial
owner.
17 (B) The City and Bond Registrar may treat the person in
18 whose name any Bond is registered as the owner of such Bond for
19 the purpose of receiving payment of principal of and premium, if
20 any, and interest (subject to the payment provisions in paragraph
21 14 above) on, such Bond and for all other purposes whatsoever
22 whether or not such Bond shall be overdue, and neither the City
23 nor the Bond Registrar shall be affected by notice to the
24 contrary.
25 (C) Any consent, request, direction, approval, objection or
26 other instrument to be signed and executed by the Holders may be
27 in any number of concurrent writings of similar tenor and must be
28 signed or executed by such Holders in person or by agent
29 appointed in writing. Proof of the execution of any such
30 consent, request, direction, approval, objection or other
31 instrument or of the writing appointing any such agent and of the
32 ownership of Bonds, if made in the following manner, shall be
33 sufficient for any of the purposes of this resolution, and shall
34 be conclusive in favor of the City with regard to any action
35 taken by it under such request or other instrument, namely:
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(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 be£ore him or her the
execution thereof, or by an affidavit of any witness to such
execution.
1�35�54.2
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1 (2) Subject to the provisions of subparagraph (A)
2 above, the fact of the ownership by any person of Bonds and
3 the amounts and numbers of such Bonds, and the date of the
4 holding of the same, may be proved by reference to the bond
5 register.
6 16. Delivery; Application of Proceeds. The Global
7 Certificates when so prepared and executed shall be delivered by
8 the Director, Office of Financial Services, to the Purchaser upon
9 receipt of the purchase price, and the Purchaser shall not be
10 obliged to see to the proper application thereof.
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17. Fund and Account. There is hereby created a
special account to be designated the "Capital Improvement Bonds
of 1999B Account" (the '�ACCOUnt") to be administered and
maintained by the City Treasurer as a bookkeeping account
separate and apart from all other accounts maintained in the
official financial records of the City. There has been
heretofore created and established the General Debt Service Fund
(numbered 960, herein the "Fund"). The Fund and the Account
shall each be maintained in the manner herein specified until all
of the Bonds and the interest thereon have been fully paid.
(i) Account. To the Account there shall be
credited the proceeds of the sale of the Bonds, less
accrued interest received thereon, and less any amount
paid for the Bonds in excess of $16,211,250. From the
Account there shall be paid all costs and expenses of
making the Improvements, including the cost of any
construction contracts heretofore let and all other
costs incurred and to be incurred of the kind
authorized in Minnesota Statutes, Section 475.65
(including interest on the Bonds payable during the
construction period); and the moneys in the Account
shall be used for no other purpose except as otherwise
provided by law; provided that the proceeds of the
Bonds may also be used to the extent necessary to pay
interest on the Bonds due prior to the anticipated date
of commencement of the collection of taxes levied
herein; and provided further that if upon completion of
the Improvements there sha11 remain any unexpended
balance in the Account, the balance may be transferred
by the Council to the fund of any other improvement
instituted pursuant to Laws of Minnesota for 1971,
Chapter 773, as amended, or used for any other purpose
permitted by law, or transferred to the Fund. Al1
earnings on the Account shall be transferred to the
Fund, or may remain in the Account.
1035054.2
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(ii) Fund. There is hereby pledged and there
shall be credited to the Fund, to a special sinking
fund account which is hereby created and established
therein for the payment of the Bonds: (a) all accrued
interest received upon delivery of the Bonds; (b) all
funds paid for the Bonds in excess of $16,211,250; (c)
any collections of all taxes which are herein levied
for the payment o£ the Bonds and interest thereon as
provided in paragraph 18; (d) all funds remaining in
the Account after completion of the Improvements and
payment of the costs thereof, not so transferred to the
account of another improvement or used for any other
purpose permitted by law; (e) a11 investment earnings
on moneys held in said special account in the Fund; and
(f) any and all other moneys which are properly
available and are appropriated by the governing body of
the City to said special account in the Fund.
Said special account created in the Fund shall be used
solely to pay the principal and interest and any premiums for
redemption of the Bonds and any other bonds of the City
heretofore or hereafter issued by the City and made payable from
said special account in the Fund as provided by law, or to pay
any rebate due to the United States. No portion of the proceeds
of the 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 Bonds were issued, and
(2) in addition to the above in an amount not greater than
$100,000. To this effect, any proceeds of the Bonds and any sums
from time to time held in the Account or said special account in
the Fund (or any other City account which will be used to pay
principal or interest to become due on the bonds payable
therefrom) in excess of amounts which under then-applicable
federal arbitrage regulations may be invested without regard as
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available
under the federal arbitrage regulations. In addition, the
proceeds of the Bonds and money in the Account or the Fund shall
not be invested in obligations or deposits issued by, guaranteed
by or insured by the United States or any agency or instrumen-
tality thereof if and to the extent that such investment would
cause the Bonds to be �'federally guaranteed" within the meaning
of Section 149(b) of the federal Internal Revenue Code of 1986,
as amended (the "Code").
iossosa.z 3 4
18. Tax Levy; Coveraqe Test. To provide moneys for
payment of the principal and interest on the Bonds there is
hereby levied upon all of the taxable property in the City a
direct annual ad valorem tax which shall be spread upon the tax
rolls and collected with and as part of other general property
taxes in the City for the years and in the amounts as follows:
r�
10
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12
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14
15
16
17
18
Year of Tax
Levy
1998'
1999
2000
2001
2002
2003
2004
2005
2006
2007
Year of Tax
Collection
Amount
FL•7
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
1999'
2000
2001
2002
2003
2004
2005
2006
2007
2008
$2,131,500
2,152,500
2,117,850
2,134,650
2,122,050
2,107,350
2,116,800
2,096,850
2,101,050
2,102,100
heretofore 2evied or provided from other available City funds
The tax levies are such that if collected in fu11 they,
together with estimated collections of any other revenues herein
pledged for the payment of the Bonds, will produce at least five
percent (5%) in excess of the amount needed to meet when due the
principal and interest payments on the Bonds. The tax levies
sha11 be irrepealable so long as any of the Bonds are outstanding
and unpaid, provided that the City reserves the right and power
to reduce the levies in the manner and to the extent permitted by
Minnesota Statutes, Section 475.61, Subdivision 3.
19. General Oblictation PledQe. For the prompt and
full payment of the principal and interest on the Bonds, as the
same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged.
If the balance in the Fund (as defined in paragraph 17 hereof) is
ever insufficient to pay all principal and interest then due on
the Bonds payable therefrom, the deficiency shall be promptly
paid out of any other funds of the City which are available for
such purpose, including the general fund of the City, and such
other funds may be reimbursed with or without interest from the
Fund when a sufficient balance is available therein.
20. Certificate of Recristration. The Director, Office
of Financial Services, is hereby directed to file a certified
copy of this resolution with the officer of Ramsey County,
Minnesota, performing the functions of the county auditor (the
"County Auditor"), together with such other information as the
County Auditor shall require, and to obtain the County Auditor's
certificate that the Bonds have been entered in the County
1035054.2
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Auditor's Bond Register, and that the tax levy required by law
has been made.
21. 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,
cer�ificates and information as are required to show the facts
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
facts recited therein.
22. Neqative Covenants as to Use of Proceeds and
Improvements. The City hereby covenants not to use the proceeds
of the Bonds or Y.o use the Improvements, or to cause or permit
them to be used, or to enter into any deferred payment arrange-
ments 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 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 governmental 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.
23. 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
SecCion 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.
The City expects that the two-year expenditure
exception Co the rebate requirements may apply to the
construction proceeds of the Bonds.
If any elections are available now or hereafter with
respect to arbitrage or rebate maCters 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
1035054.2
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shall be, and shall be deemed and treated as, elections of the
City.
24. No Desianation of Oualified Tax-Exemgt
Obliaations. The Bonds, together with other obligations issued
by the City in 1999, 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.
25. Letter of Reoresentations. 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 EIolder 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 from time to time with the agreement or consent of
The Depository Trust Company.
19 26. Neaotiated Sale. The City has retained Springsted
20 Incorporated as an independent financial advisor, and the City
21 has heretofore determined, and hereby determines, to sell the
22 Bonds by private negotiation, all as provided by Minnesota
23 Statutes, Section 475.6�, Subdivision 2(9).
24 27. Continuina Disclosure. The City is an obligated
25 person with respect to the Bonds. The City hereby agrees, in
26 accordance with the provisions of Rule 15c2-12 (the "Rule��),
27 promulgated by the Securities and Exchange Commission (the
28 "Commission") pursuant to the Securities Exchange Act of 1934, as
29 amended, and a Continuing Disclosure Undertaking (the
30 "Undertaking") hereinafter described, to:
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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. Pravide 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 Undertakina.
1035054.2
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1 C. Provide or cause to be provided, in a timely
2 manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
3 notice of a failure by the City to provide the annual
4 financial information with respect to the City described in
5 the Undertaking.
6 The City agrees that its covenants pursuant to the Rule
7 set forth in this paragraph 27 and in the Undertaking are
8 intended to be for the benefit of the Holders of the Bonds and
9 shall be en£orceable on behalf of such Holders; provided that the
10 right to enforce the provisions of these covenants shall be
11 limited to a right to obtain specific enforcement of the City's
12 obligations under the covenants.
13 The Mayor and Director, Office of Financial Services,
14 or any other officers of the City authorized to act in their
15 stead (the "Officers"), are hereby authorized and directed Co
16 execute on behalf of the City the Undertaking in substantially
17 the form presented to the City Council, subject to such
18 modifications thereof or additions thereto as are (i) consistent
19 with the requirements under the Rule, (ii) required by the
20 Purchaser, and liii) acceptable to the Officers.
21 28. Severabilitv. If any section, paragraph or
22 provision of this resolution shall be held to be invalid or
23 unenforceable for any reason, the invalidity or unenforceability
24 of such section, paragraph or provision shall not affect any of
25 the remaining provisions of this resolution.
1035054.2 3 8
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1 29. Headinas. Headings in this resolution are
2 included for convenience of reference only and are not a part
3 hereof, and shall not limit or define the meaning of any
4 provision hereof.
Requested by Department of:
Adopted by Council: Date � p.�---� '� �
Certified by Council Secretary
�
Approved by
�
6��'..-e o� �;...a.�c�al �erviG2�.S
By: �' m �-�
Form rwed by City Attomey
�
B . L�„—`' ��
�
1035054.2
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of Financtal Services
Yf�::',
TOTAL # OF SIGNATURE PAGES
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InitlaVDae
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No 63231
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_7_ (CLIP AlL LOCATIONS FOR SIGNASURE)
resolufion accepts the winning proposal and awards the bid fa the $16,375,000 G.O.
al improvement Bonds Series 19996. This is a competitive borW sale arM the award
ing to the bidder found most advantageos Qowest cost) to the City.
PLANNING COMMISSION
CIB CAMMITfEE
CIVIL SERVICE COMMISSION
(Who, What, When, Where, Why)
Has this pereoMrm ever vo�ked uadw a wntrad for this tlapaRment7
YES NO
Has this persoNRrtn ever 6een a city empWy�ee?
YES NO
Does th� personfirtn possc5s a skdl �rot nWmaliy yossessed by anY cuttent cdy empbyee?
YES NO
is this person/firtn a targete0 vendoR
YES NO
for the purpose of Pondinp the bontl financing portion of the Capdal Impravement Budget
a✓aiiabie for the CIB Budget
434"s�€Yiis:i S . v��n �"' �
♦ ' ��
IF APPROVED
for qpital projutswill not be a�adable.
OF iRANSACTION S siva�s.000
FUNDING SOURCE
C0.4T/REVENUE BUDGETED (CIRCLE ON�
ACTNITY NUMBER
lix-�`�:
FINqNCW1 MFORMATION (EJ�WN)
°1°1- 3 0 �
1
2
3
4
5
6
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8
9
10
11
12
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14
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16
17
and delivered by the Bond Registrar pursuant to paragraphs 6 and
12 hereof; and
WHEREAS, "Holder" as used herein means the person in
whose name a Bond is registered on the registration books of the
City maintained by the registrar appointed as provided�n
paragraph 8 (the '�Bond Registrar"�; end
WHEREAS, Rule 15c2-12 of the Securities a Exchange
Commission prohibits "participating underwriters" om purchasing
or selling the Bonds unless the City undertakes t provide
certain continuing disclosure with respect to th Bonds; and
WHEREAS, pursuant to Minnesota Statu es, Section
475.60, Subdivision 2(9), public sale require ents do not apply
to the Bonds if the City retains an independ nt financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive ale without
publication af notice thereof as a form o private negotiation;
and
18 WHEREAS, proposals for the nds have been solicited by
19 Springsted Incorporated pursuant to Official Statement and
20 Terms of Proposal therein:
21 NOW, THEREFORE, BE IT R OLVED by the Council of the
22 City of Saint Paul, Minnesota, a follows:
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
1. Acce�tance of P osal. The proposal of
(the "Q� rchaser") to purchase $16,375,000
General Obligation Capital I�rovement Bonds, Series 1999B, of
the City (the "Bonds", or i ividually a"Bond"), in accordance
with the Terms of Proposal or the bond sale, at Che rates of
interest set forth herein ter, and to pay for the Bonds the sum
of $ , plus nterest accrued to settlement, is
hereby found, determine and declared to be the most favorable
proposal received and ' hereby accepted, and the Bonds are
hereby awarded to the urchaser. The Director, Office of
Financial Services, o his designee, is directed to retain the
deposit of the Purch ser and to forthwith return to the others
making proposals th ir good faith checks or drafts.
2. Ti le• Ori inal Is e Date• Denominations•
Maturities. The onds shall be titled ��General Obligation
Capital Improve ent Bonds, Series 1999B��, shall be dated April 1,
1999, as the d e of original issue and shall be issued forthwith
on or after s ch date as fully registered bonds. The Bonds shall
be numbered om R-1 upward. Global Certificates shall each be
in the deno nation of the entire principal amount maturing on a
single dat , or, if a portion of said principal amount is
prepaid, id principal amount less the prepayment. Replacement
Bonds, i issued as provided in paragraph 6, shall be in the
1035054.2� 3
�tq-� o�
1 denomination of $5,000 each or in
2 of a single maturity. The Bonds
3 years and amounts as follows:
4 Year
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Amount
2000 $1,375,000
2001 1,a50,000
2002 1,475,000
2003 1,550,000
2004 1,600,000
any integral multiple thereof
shall mature on April 1 in the
Year
2005
2006
2
Amount
$1,650,000
1,725,000
1,775,000
1,850,000
1,925,000
3. Purpose. The Bonds
construction of the capital impr�
capital improvement budget (the
the Bonds shall be deposited and
17, for the purpose described by
Chapter 773, as amended, and any
to any other purpose permitted b
Improvements, which shall includ
Minnesota Statutes, Section 475�
equal to the amount of the Bon�
proceed with due diligence to,�o�
21 4. Tnterest. T ,
22 semiannually on April 1 an �Oc
23 "Interest Payment DaCe"), ,om
24 on the basis of a 360-day,year
25 respective rates per ann m set
26 as follows: �
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
§2
43
44
45
Maturity Year
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Interest Rate
5, escri tion of the Global Certificat s and Global
Book-Entr S s em. Upon their original issuance the Bonds will
be issued in e form of a single G1oba1 Certificate for each
maturity, de sited with the Depository by the Purchaser and
immobilized s provided in paragraph 6. No beneficial owners of
interests i the Bonds will receive certificates representing
their resp ctive interests in the Bonds except as provided in
paragraph 6. Except as so provided, during the term of the
Bonds, b eficial ownership (and subsequent transfers of
benefic' 1 ownership} of interests in the Global Certificates
will be reflected by book entries made on the records of the
Deposi ory and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
1�%provide funds for the
5 in the City�s 1999
vements"). The proceeds of
as provided in paragraph
of Minnesota for 1971,
s moneys shall be devoted
The total cost of the
° all costs enumerated in
5, is estimated to be at least
Work on the Improvements shall
pletion.
Bonds shall bear interest payable
tober 1 of each year (each, an
mencing October 1, 1999, calculated
of twelve 30-day months, at the
forth opposite the maturity years
Maturity Year
1035054.2
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2
3
4
5
6
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9
10
11
12
13
14
15
16
17
18
18. Tax L,evy; CoveraQe Test. To provide moneys for
payment of the principal and interest on the Bonds there is
hereby levied upon all of the taxable property in the City a
direct annual ad valorem tax which shall be spread upo the tax
rolls and collected with and as part of other general,�roperty
taxes in the City for the years and in the amounts ��follows:
Year of Tax
Lew
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
1999�
2000
2001
2002
2003
2004
2005
2006
2007
200$
$
19 ' heretofore levied or provided
20
21
22
23
24
25
26
27
28
The tax levies are
together with estimated co11
pledged for the payment of t
percent (5%) in excess of th
principal and interest paym
shall be irrepealable so 1
and unpaid, provided that 'h
to reduce the levies in�ie
Minnesota Statutes, Sec on
other available City funds
su�i that if collected in full they,
ec ��ions of any other revenues herein
h Bonds, will produce at least five
amount needed to meet when due the
'ts on the Bonds. The tax levies
g as any of the Sonds are outstanding
e City reserves the right and power
manner and to the extent permitted by
475.61, Subdivision 3.
29 19. Generall/Obliaation Pledae. For the prompt and
30 fu11 payment of the p�incipal and interest on the Bonds, as the
31 same respectively be ome due, the fu11 faith, credit and taxing
32 powers of the City all be and are hereby irrevocably pledged.
33 If the balance in e Fund (as defined in paragraph 17 hereof) is
34 ever insufficient o pay all principal and interest then due on
35 the Bonds payabl therefrom, the deficiency shall be promptly
36 paid out of any ther funds of the City which are available for
37 such purpose, ' cluding the general fund of the City, and such
38 other funds m be reimbursed with or without interest from the
39 Fund when a fficient balance is available therein.
40 . Certificate of Reaistration. The Director, Office
41 of Financ' 1 Services, is hereby directed to file a certified
42 copy of is resolution with the officer of Ramsey County,
43 Minneso a, per£orming the functions of tihe county auditor (the
44 "Count Auditor"), together with such other information as the
45 Coun Auditor shall require, and to obtain the County Auditor's
46 certificate that the Bonds have been entered in the County
Year of Tax
Collection
io3sasa.2 3 5
ORiGINA�-
Presented By
Referred To
` councii File # �� - 3 oR
A`�'n�'�C.C# V GrS\O tJ ����;
,�,,� �q� Greensheet#
RESOLUTION � �� �� y, 35
CITY OF SAINT PAUL, MINNESOTA
Committee: Date
1
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18
ACCEPTING PROPOSAL ON SALE OF
$16,375,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 1999B,
PROVIDING FOR TE�IEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
3�
WHEREAS, the Director, Office of Financial Services,
has presented proposals received for the sale of $16,375,000
General Obligation Capital Improvement Bonds, Series 1999B (the
'�Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
WHEREAS, the proposals set £orth on Exhibit 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 Financial Services,
has advised this Council that the proposal of
pru�,...��� Sev�x��,t S�. . was found to be the most
advantageous and ha�commended that said proposal be accepted;
and
19 WHEREAS, the proceeds of the Bonds will finance certain
20 capital improvements, for which the City is proceeding pursuant
21 to its Charter and Laws of Minnesota for 1971, Chapter 773, as
22 amended, with any excess to be used for any other purpose
23 permitted by law; and
1035054.2
9°1- 3 0�
1 WHEREAS, the City has heretofore issued registered
2 obligations in certificated form, and incurs substantial costs
3 associated with their printing and issuance, and substantial
4 continuing transaction costs relating to their payment, transfer
5 and exchange; and
6 WHEREAS, the City has determined that significant
7 savings in transaction costs will result from issuing bonds in
8 "global book-entry form'�, by which bonds are issued in
9 certificated form in large denominations, registered on the books
10 of the City in the name of a depository or its nominee, and held
11 in safekeeping and immobilized by such depository, and such
12 depository as part of the computerized national securities
13 clearance and settlement system (the "National System") registers
14 transfers of ownership interests in the bonds by making
15 computerized book entries on its own books and distributes
16 payments on the bonds to its Participants shown on its books as
17 the owners of such interests; and such Participants and other
18 banks, brokers and dealers participating in the National System
19 will do likewise (not as agents of the City) if not the
20 beneficial owners of the bonds; and
21 WF:EREAS, "Participants" means those financial insti-
22 tutions for whom the Depository effects book-entry transfers and
23 pledges of securities deposited and immobilized with the
24 Depository; and
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35
36
37
38
39
40
WHEREAS, 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"), wi11 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
maturiCy 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
41 WHEREAS, the City will be able to replace the
42 Depository or under certain circumstances to abandon the "global
43 book-entry form'� by permitting the Global Certificates to be
44 exchanged for smaller denominations typical of ordinary bonds
45 registered on the City's bond register; and "Replacement Bonds"
§6 means the certificates representing the Bonds so authenticated
1035054.2 2
a q' 3 Q'l
1 and delivered by the Bond Registrar pursuant to paragraphs 6 and
2 12 hereof; and
3 WHEREAS, "Holder" as used herein means the person in
4 whose name a Bond is registered on the registration books of the
5 City maintained by the registrar appointed as provided in
6 paragraph 8(the "Bond Registrar"); and
7 WAEREAS, Rule 15c2-12 of the Securities and Exchange
8 Commission prohibits "participating underwriters" from purchasing
9 or selling the Bonds unless the City undertakes to provide
10 certain continuing disclosure with respect to the Bonds; and
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
WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds if the City retains an independenC financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive sale without
publication of notice thereof as a form of private negotiation;
and
WHEREAS, proposals for the Bonds have been solicited by
Springsted Incorporated 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:
1. Accegtance of Pr000sal. The proposal of
Prudential Securities Inc. (the "Purchaser��) to purchase
$16,375,000 General Obligation Capital Improvement Bonds, Series
1999B, of the City (the "BOnds", or individually a"BOnd"), in
accordance with the Terms of Proposal for the bond sale, at the
rates o£ interest set forth hereinafter, and to pay for the Bonds
the sum of $16,284,780.25, 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. Tit1e; Orictinal Issue Date; Denominations:
Maturities. The Bonds shall be titled "General Obligation
Capital Improvement Bonds, Series 1999B", shall be dated April 1,
1999, 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. G1oba1 Certificates sha11 each be
in the denomination of the entire principal amount maturing on a
single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Replacement
Bonds, if issued as provided in paragraph 6, shall be in the
1035054.2
� _30�
1 denomination of $5,000 each or i
2 of a single maturity. The Bonds
3 years and amounts as follows:
4 Year Amount
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
2000 $1,375,000
2001 1,450,000
2002 1,475,000
2003 1,550,000
2004 1,600,000
n any integral multiple thereof
shall mature on April 1 in the
Year
2405
2006
2007
2008
2009
Amount
$1,650,000
1,725,000
1,775,000
1,850,000
1,925,000
3. Pur�ose. The Bonds shall provide funds for the
construction of the capital improvements in the City's 1999
capital improvement budget (the "Improvements"). The proceeds of
the Bonds shall be deposited and used as provided in paragraph
17, for the purpose described by Laws of Minnesota for 1971,
Chapter 773, as amended, and any excess moneys shall be devoted
to any other purpose permitted by law. The total cost of the
Improvements, which shall include a11 costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. work on the Improvements shall
proceed with due diligence to completion.
21 4. Interest. The Bonds shall bear interest payable
22 semiannually on April 1 and October 1 of each year (each, an
23 "Interest Payment Date"), commencing October 1, 1999, calculated
24 on the basis of a 360-day year of twelve 30-day months, at the
25 respective rates per annum set forth opposite the maturity years
26 as follows:
27 Maturitv Year Interest Rate
28 2000
29 2001
3� 20�2
31 2003
32 2�04
33
34
35
36
37
38
39
40
41
42
43
44
45
4.00°s
4.00
4,00
4.00
4.0�
Maturitv Year
2005
2006
2007
2008
2009
Interest Rate
4.00%
4.00
4.00
4.00
4.Q0
5. Descri�tion of the Global Certificates and Global
Book-Entry Svstem. Upon their original issuance the Bonds will
be issued in the form of a single Global Certificate for each
maturity, deposited with the Depository 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, bene£icial 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 I3ational System. The Depository's
1035054.2
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13
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19
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21
22
23
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29
30
31
32
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38
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46
book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal oP 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 beneficial 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.
6. Immobilization of Global Certi£icates by the
Depository; Successor Depository; Replacement Bonds. Pursuant to
the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original
delivery of the 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 o£ 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,
(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 of 1934, as
amended,
1035054.2
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6
7
9
10
(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:
11 (a) the Depository shall resign or discontinue
12 its services for the Bonds and the City is unable to
13 locate a substitute depository within two (2) months
14 following the resignation or determination of non-
15 eligibility, or
16 (b) upon a determination by the City in its sole
17 discretion that i1) the continuation of the book-entry
18 system described herein, which precludes the issuance
19 of certificates (other than Global CerCificates) to any
20 Holder other than the Depository (or iCs nominee),
21 might adversely affect the interest of the beneficial
22 owners of the Bonds, or (2) that it is in the best
23 interest of the beneficial owners o£ the Bonds that
24 they be able to obtain certificated bonds,
25
26
27
28
29
30
31
32
33
34
35
36
37
38
�ti7
in either of which events the City shall notify Aolders 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
purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor
depository unless the City and the substitute or successor
depository so agree, and a similar agreement may be entered into.
7. Redemption.
40 (a) Ootional Redem�tion; Due Date. All Bonds maturing
41 after April 1, 2007, shall be subject to redemption and
42 prepayment at the option of the City on such date and on any day
43 thereafter at a price of par plus accrued interest. Redemption
44 may be in whole or in part of the Bonds subject to prepayment.
45 If redemption is in part, those Bonds remaining unpaid may be
1035054.2 6
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3
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7
8
9
prepaid in such order of maturity and in such
as the City sha11 determine; and if only par
a common maturity date are called for prepa
Certificates may be prepaid in $5,000 increm
and, if applicable, the specific Replacement
shall be chosen by lot by the Bond Registrar
thereof called for redemption shall be due a
redemption date, and interest thereon shall
and after the redemption date.
amount per maturity
t of the Bonds having
yment, the Global
ents of principal
Bonds to be prepaid
. Bonds or portions
nd payable on the
cease to accrue from
10 (b) Notation on Global Certificate. Upon a reduction in
11 the aggregate principal amount of a Global Certificate, the
12 Holder may make a notation of such redemption on the panel
13 provided on the Global CertificaCe stating the amount so
14 redeemed, or may return the Global Certificate to the Bond
15 Registrar in exchange for a new Global Certificate authenticated
16 by the Bond Registrar, in proper principal amount. Such
17 notation, if made by the Aolder, sha11 be for reference only, and
18 may not be relied upon by any other person as being in any way
19 determinative of the principal amount of such Global Certificate
20 outstanding, unless the Bond Registrar has signed the appropriate
21 column of the panel.
22 (c) Selection of Re�lacement Bonds. To effect a partial
23 redemption of Replacement Bonds having a common maturity date,
24 the Bond Registrar prior to giving notice of redemption shall
25 assign to each Replacement Sond having a common maturity date a
26 distinctive number for each $5,000 of the principal amount of
27 such Replacement Bond. The Bond Registrar shall then select by
28 lot, using such method of selection as it shall deem proper in
29 its discretion, from the numbers so assigned to such Replacement
30 Bonds, as many numbers as, at $5,000 for each number, shall equal
31 the principal amount of such Replacement Bonds to be redeemed.
32 The Replacement Bonds to be redeemed shall be the Replacement
33 Bonds to which were assigned numbers so selected; provided,
34 however, that only so much of the principal amount of each such
35 Replacement Bond of a denomination of more than $5,000 shall be
36 redeemed as shall equal $5,000 for each number assigned to it and
37 so selected.
38
39
40
41
42
43
44
45
46
47
48
49
(d) Partial Redem�tion 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
1035054.2 ']
°19 -309
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principal amount equal to and in exchange for the unredeemed
portion of 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) NoCice. Mailed notice of redemption shall be given to
the paying agent (if other than a City officer) and to each
affected Holder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the name
of the City of its intention to redeem and pay such Bonds at the
office of the Bond Registrar. Notice of redemption shall be
given by first class mail, postage prepaid, mailed not less than
thirty (30) days prior to the redemption date, to each Iiolder of
Bonds to be redeemed, at the address appearing in the Bond
Register. All notices of redemption sha11 state:
(i)
(ii)
The redemption date;
The redemption price;
23 (iiil If less than all outstanding Bonds are to be
24 redeemed, the identification (and, in the case of partial
25 redemption, the respective principal amounts) of the Bonds
26 to be redeemed;
27 (iv) That on the redemption date, the redemption price
28 will become due and payable upon each such Bond, and that
29 interest thereon shall cease to accrue from and after said
3� date; and
31 (v) The place where such Bonds are to be surrendered
32 for payment of the redemption price (which shall be the
33 office of the Bond Registrar).
34 (g) Notice to Depositorv. Notices to The Depository Trust
35 Company or its nominee shall contain the CUSIP numbers of the
36 Bonds. If there are any Holders of the Bonds other than the
37 Depository or its nominee, the Bond Registrar shall use its best
38 efforts to deliver any such notice to the Depository on the
39 business day next preceding the date of mailing of such notice to
40 all other Holders.
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8. Bond Reaistrar. U. S. Bank 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 4'I5, 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 Aolders (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 shall be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form of bond may
contain such additional or different terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
24 A. Global Certificates. The Global Certificates,
25 together with the Certificate of Registration, the Register of
26 Partial Payments, the form of Assignment and the registration
27 information thereon, shall be in substantially the £ollowing form
28 and may be typewritten rather than printed:
1035054.2
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8 INTEREST
9 RATE
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
$
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 1999B
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
April l,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
�� ��~
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, 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 April 1
and October 1 of each year (each, an �'Interest Payment Date"),
commencing October 1, 1999, 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 hereo£. 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 sha11 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, if made by the
Holder, shall be for reference only, and may not be relied upon
by any other person as being in any way determinative of the
principal amount of this Bond outstanding, unless the Bond
April 1, 1999
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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 preceding
such Interest Payment Date (the "Regular Record Date"). Interest
payments shall be received by the FIolder 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 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"1 fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America.
23 Date of Payment Not Business Day. If the date for
24 payment of the principal of, premium, if any, or interest on this
25 Bond shall be a Saturday, Sunday, legal holiday or a day on which
26 banking institutions in the City of New York, New York, or the
27 city where the principal office of the Bond Registrar is located
28 are authorized by law or executive order to close, then the date
29 for such payment shall be the next succeeding day which is not a
30 Saturday, Sunday, legal holiday or a day on which such banking
31 institutions are authorized to close, and payment on such date
32 shall have the same force and effect as if made on the nominal
33 date of payment.
34 Redemption. Al1 Bonds of this issue (the ��Bonds��)
35 maturing after April 1, 2007, are subject to redemption and
36 prepayment at the option of the Issuer on such date and on any
37 day thereafter at a price of par plus accrued interest.
38 Redemption may be in whole or in part of the Bonds subject to
39 prepayment. If redemption is in part, those Bonds remaining
40 unpaid may be prepaid in such order of maturity and in such
41 amount per maturity as the City shall determine; and if only part
42 of the Bonds having a common maturity date are called for
43 prepayment, this Bond may be prepaid in $5,000 increments of
44 principal. Bonds or portions thereof called for redemption shall
45 be due and payable on the redemption date, and interest thereon
46 shall cease to accrue from and a£ter the redemption date.
47 Notice of Redemgtian. Mailed notice of redemption
48 shall be given to the paying agent (if other than a City officer)
49 and to each affected Holder of the Bonds. In the event any of
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1 the Bonds are called for redemption, written notice thereof will
2 be given by first class mail mailed not less than thirty (30)
3 days prior to the redemption date to each Holder of Bonds to be
4 redeemed. In connection with any such notice, the "CUSIP"
5 numbers assigned to the Bonds shall be used.
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Replacement 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 satis£actory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in writing) and the Issuer
shall execute (if 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; General Obliaation. This Bond is
one of an issue in the total principal amount of $16,375,000, a11
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 fu11 conformity
with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on April 7,
1949 (the "Resolution��), for the purpose of providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Zssuer. This Bond
constitutes a general obligation of the Issuer, and to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
45 Denominations; Exchanae; Resolution. The Bonds are
46 issuable originally only as Global Certificates in the
47 denomination of the entire principal amount of the issue maturing
48 on a sing],e date, or, if a portion of said principal is prepaid,
49 said principal amount less the prepayment. Global Certi£icates
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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.
Re�lacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository shall resign or discontinue its
services for the Bonds, and only if the Issuer is unable to
locate a substitute depository within two (2) months
following the resignation or determination of non-
eligibility, or
(b) upon a determination by the Issuer in its sole
discretion that (1) the continuation of the book-entry
system described in the Resolution, which precludes the
issuance of certificates (other than Global Certificates) to
any Holder other than the Depository (or its nominee), might
adversely affect the interest of the beneficial owners of
the Bonds, or (2) that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain
certificated bonds.
Transfer. This Sond 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 £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 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
1035054.2 1 3
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1 certain other restrictions if required to qualify this Bond as
2 being "in registered form" within the meaning of Section 149(a)
3 of the federal Internal Revenue Code of 1986, as amended.
4 Fees upon Transfer or Loss. The Bond Registrar may
5 require payment of a sum sufficient to cover any tax or other
6 governmental charge payable in connection with the transfer or
7 exchange of this Bond and any legal or unusual costs regarding
8 transfers and lost Bonds.
9 Treatment of Reaistered Owner. The Issuer and Bond
10 Registrar may treat the person in whose name this Bond is
11 registered as the owner hereof for the purpose of receiving
12 payment as herein provided (except as otherwise provided with
13 respect to the Record Date) and for all other purposes, whether
14 or not this Bond sha11 be overdue, and neither the Issuer nor the
15 Bond Registrar shall be a£fected by notice to the contrary.
16 Authentication. This Bond shall not be valid or become
17 obligatory for any purpose or be entitled to any security unless
18 the Certificate of Authentication hereon shall have been executed
19 by the Bond Registrar.
20 Not Oualified Tax-Exempt Obliaatiions. The Bonds have
21 not been designated by the Issuer as "qualified tax-exempt
22 obligations" for purposes of Section 265(b)(3) of the federal
23 Internal Revenue Code of 1986, as amended. The Bonds do not
24 qualify for such designation.
25 IT IS HEREBY CERTIFIED AND RECITED that all acts,
26 conditions and things required by the Constitution and laws of
27 the State of Minnesota and the Charter of the Issuer to be done,
28 to happen and to be performed, precedent to and in the issuance
29 of this Bond, have been done, have happened and have been
30 performed, in regular and due form, time and manner as required
31 by law, and that this Bond, together with all other debts of the
32 Issuer outstanding on the date of oriqinal issue hereof and on
33 the date of its issuance and delivery to the original purchaser,
34 does not exceed any constitutional or statutory or Charter
35 limitation of indebtedness.
36 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
37 County, Minnesota, by its City Council has caused this Bond to be
38 executed on its behalf by the photocopied facsimile signature of
39 its Mayor, attested by the photocopied facsimile signature of its
40 C1erk, and countersigned by the photocopied facsimile signature
41 of its Director, Office of Financial Services, the official seal
42 having been omitted as permitted by law.
1035054.2 ]_�}
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Date of Registration
Registrable by:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
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15 Bond Registrar
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By
Authorized Signature
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
21 General Obligation Capital Improvement Bond, Series 1999B, No.
22 R- .
1035054.2
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CSRTIFICATE OF REGISTRATION
2 The transfer of ownership of the principal amount of the attached
3 Bond may be made only by the registered owner or his, her or its
4 leqal representative last noted below.
5 DATE OF SIGNATURE OF
6 REGISTRATION REGISTERED OWNER BOND REGISTRAR
7
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REGISTER OF PARTIAL PAYMENTS
2 The principal amount of the attached Bond has been prepaid on the
3 dates and in the amounts noted below:
4 Signature of Signature of
5 Date Amount Bondholder Bond Recristrar
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22 If a notation is made on this register, such notation has the
23 effect stated in the attached Bond. Partial payments do not
24 require the presentation of the attached Bond to the Bond
25 Registrar, and a Holder could fail to note the partial payment
26 here.
1035054.2 Z�J
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ABBREVIATIONS
2 The following abbreviations, when used in the inscription on
3 the face of this Bond, shall be construed as though they were
4 written out in fu11 according to applicable laws or regulations:
5 TEN COM - as tenants in common
6 TEN ENT - as tenants by the entireties
7 JT TEN - as joint tenants with right of survivorship
8 and not as tenants in common
9 UTMA - as custodian for
10 (Cust) (Minor)
11 under the Uniform Transfers to Minors Act
12 (State)
13 Additional abbreviations may also be used
14 though not in the above list.
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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
attorney to trans£er the Bond on the
books kept £or the registration thereof, with full power of
substitution in the premises.
9 Dated:
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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
Bond unless the information
below is provided.
Name and Address:
1035054.2
will not effect transfer of this
concerning the trans£eree requested
(Include information for a11 joint
owners if the Bond is held by joint
account.)
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1 B. Replacement Sonds. 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 G1oba1 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 G1oba1 Certificate for
10 one or more Replacement Bonds since the City recognizes that some
11 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 Certificate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
R.AMSEY COUNTY
CITY OF SAINT PAUL
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOI3D, SERIES 1999B
MATURITY DATE OF
DATE ORIGINAL ISSUE
April l, 1999
REGISTERED OWNER:
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS Chat the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or ��City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on April 1 and October 1 of each year (each, an
"Interest Payment Date"), commencing October 1, 1999, 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 o£ 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 xegistration books of the Issuer maintained
by the Bond Registrar and at the address appearing thereon at the
close o£ business on the fifteenth day of the calendar month
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 sha11 be payable to the person who is the Aolder hereof at
the close of business on a date (the "Special Record Date") fixed
by the Bond Registrar whenever money becomes available for
1035054.2 2 1
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1 payment of the defaulted interest. Notice of the Special Record
2 Date shall be given to Bondholders not less than ten days prior
3 to the Special Record Date. The principal of and premium, if
4 any, and interest on this Bond are payable in lawful money of the
5 United States of America.
6 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
7 THIS BOND SET FORTH ON THE REVERSE AEREOF, WFIICH PROVISIONS SHI�LL
8 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
9 IT IS HEREBY CERTIFIED AND RECITED that all acts,
10 conditions and things required by the Constitution and laws of
11 the State of Minnesota and the Charter of the Issuer to be done,
12 to happen and to be performed, precedent to and in the issuance
13 of this Bond, have been done, have happened and have been
14 performed, in regular and due form, time and manner as required
15 by law, and that this Bond, together with all other debts of the
16 Issuer outstanding on the date of original issue hereof and on
17 the date of its issuance and delivery to the original purchaser,
18 does not exceed any constitutional or statutory or Charter
19 limitation of indebtedness.
20 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
21 County, Minnesota, by its City Council has caused this Bond to be
22 executed on its behalf by the original or facsimile signature of
23 its Mayor, attested by the original or facsimile signature of its
24 Clerk, and countersigned by the original or facsimile signature
25 0£ its Director, Office of Financial Services, the official seal
26 having been omitted as permitted by law.
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Date of Registration:
Registrable by:
Payable at:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTFiENTICATION
8 This Bond is one of the
9 Bonds described in the
1D Resolution mentioned
11 within.
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15 Bond Registrar
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By
Authorized Signature
1�35054.2
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
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ON REVERSE OF BOND
Date of Pavment Not Business Day. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, I3ew 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 April 1, 2007, are subject to redemption and
prepayment at Che 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 Co be prepaid shall be chosen by
lot by the Bond Registrar. Bonds or portions thereof called for
redempCion sha11 be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the
redemption date.
Notice of Redemntion. Mailed notice of redemption
shall be given to the paying agent (if other than a CiCy officer)
and to each affected Holder of the Bonds. Tn 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 Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds sha11 be used.
Selection of Sonds for Redemption. 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, sha11 equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount of
such Bond of a denomination of more than $5,��0 shall be redeemed
as shall equal $5,000 for each number assigned to it and so
1035054.2
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selected. -If a Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the Issuer or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond 12egistrar duly executed by
the Holder thereof or his, her or its attorney duly authorized in
writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by
such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal, of the Bond
so surrendered.
Issuance: PurPose; General Obligation. This Bond is
one o£ an issue in the total principal amount of $16,375,000, 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,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on April 7,
1999 (the ��Resolution"), for the purpose of providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
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 maCurity 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.
Transfer. This Bond is transferable by the Holder in
person or by his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with, or
notice to, the Bond Registrar. Thereupon the Issuer shall
1035054.2 Z �j
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1 execute and tne Bond Registrar shall authenticate and deliver, in
2 exchange for this Bond, one or more new fully registered Bonds in
3 the name of the transferee (but not registered in blank or to
4 ��bearer° or similar designation), of an authorized denomination
5 or denominations, in aggregate principal amount equal to the
6 principal amount of this Bond, of the same maturity and bearing
7 interest at the same rate.
8 Fees upon Trans£er or Loss. The Bond Registrar may
9 require payment of a sum sufficient to cover any tax or other
10 governmental charge payable in connection with the transfer or
11 exchange of this Bond and any legal or unusual costs regarding
12 transfers and lost Bonds.
13 Treatment of Registered Owner. The Issuer and Bond
14 Registrar may treat the person in whose name this Bond is
15 registered as the owner hereof for the purpose of receiving
16 payment as herein provided (except as otherwise provided on the
17 reverse side hereof with respect to the Record Date) and for all
18 other purposes, whether or not this Bond shall be overdue, and
19 neither the Issuer nor the Bond Kegistrar shall be affected by
20 notice to the contrary.
21 Authentication. This Bond shall not be valid or become
22 obligatory for any purpose or be entitled to any security unless
23 the Certificate of Authentication hereon shall have been executed
24 by the Bond Registrar.
25 Not Oualified Tax-Exemnt Obliaations. The Bonds have
26 not been designated by the Issuer as "qualified tax-exempt
27 obligations" for purposes of Section 265(b)(3) of the federal
28 Internal Revenue Code of 1986, as amended. The Bonds do not
29 qualify for such designation.
1035054.2 2 (
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ABBREVIATIONS
2 The following abbreviations, when used in the
3 inscription on the face of this Bond, shall be construed as
4 though they were written out in full according to applicable laws
5 or regulations:
6 TEN COM - as tenants in common
7 TEN ENT - as tenants by the entireties
8 JT TEN - as joint tenants with right of survivorship
9 and not as tenants in common
10 iTTMA - as custodian for
11 (Cust) (Minor)
12 under the Uniform Transfers to Minors Act
13 (State)
14 Additional abbreviations may also be used
15 though not in the above list.
3035054.2 2 7
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ASSIGNMENT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the within Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the books kept for the
7 registration thereof, with full power of substitution in the
8 premises.
9 Dated:
10 Notice: The assignor's signature to this
11 assignment must correspond with the name
12 as it appears upon the face of the
13 within Bond in every particular, without
14 alteration or any change whatever.
15 Signature Guaranteed:
16
17 Signature(s) must be guaranteed by a national bank or trust
18 company or by a brokerage firm having a membership in one o£ the
19 major stock exchanges or any other "Eligible Guarantor
20 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
21 The Bond Registrar wi11 not effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27 (Include information for all joint owners
Z8 if the Bond is held by joint account.)
1035054.2 2 $
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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 o£ 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 o£ficer who may act on behalf of such absent or
disabled officer. In case any such officer whose signature or
facsimile of whose signature shall appear on the Bpnds shall
cease to be such officer before the delivery of the Bonds, 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 Recxistration. 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 Authenticatian 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 ot
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
Certi£icates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is April 1, 1999. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Reaistration: 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.
42 A Global Certificate shall be registered in the name of
43 the payee on the books of the Bond Registrar by presenting the
44 Global Certificate for registration to the Bond Registrar, who
45 will endorse his or her name and note the date of registration
46 opposite the name of the payee in the certificate of registration
1035054.2 2,9
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1 on the Global Certificate. Thereafter a Global Certificate may
2 be transferred by delivery with an assignment duly executed by
3 the Holder or his, her or its legal representative, and the City
4 and Bond Registrar may treat the Fiolder as the person exclusively
5 entitled to exercise all the rights and powers of an owner until
6 a Global Certificate is presented with such assignment for
7 registration of transfer, accompanied by assurance of the nature
S provided by law that the assignment is genuine and effective, and
9 until such transfer is registered on said books and noted thereon
10 by the Bond Registrar, all subject to the terms and conditions
11 provided in this resolution and to reasonable regulations of the
12 City contained in any agreement with, or notice to, the Bond
13 Registrar.
14 Transfer of a Global Certificate may, at the direction
15 and expense of the City, be subject to other restrictions if
16 required to qualify the Global Certificates as being ��in
17 registered form" within the meaning of Section 149(a) of the
18 federal Internal Revenue Code of 1986, as amended.
19 If a Global Certificate is to be exchanged for one or
20 more Replacement Bonds, all of the principal amount of the Global
21 Certificate shall be so exchanged.
22 Upon surrender for transfer of any Replacement Bond at
23 the principal office of the Bond Registrar, the City shall
24 execute (if necessary), and the Bond Registrar shall
25 authenticate, insert the date of registration (as provided in
26 paragraph 11) of, and deliver, in the name of the designated
27 transferee or transferees, one or more new Replacement Bonds of
28 any authorized denomination or denominations of a like aggregate
29 principal amount, having the same stated maturity and interest
30 rate, as requested by the transferor; provided, however, that no
31 bond may be registered in blank or in the name of "bearer" or
32 similar designation.
33 At the option of the Holder of a Replacement Bond,
34 Replacement Bonds may be exchanged for Replacement Bonds of any
35 authorized denomination or denominations of a like aggregate
36 principal amount and stated maturity, upon surrender of the
37 Replacement Bonds to be exchanged at Che principal office of the
38 Bond Registrar. Whenever any Replacement Bonds are so
39 surrendered for exchange, the City shall execute (if necessary),
40 and the Bond Registrar shall authenticate, insert the date of
41 registration of, and deliver the Replacement Bonds which the
42 Holder making the exchange is entitled to receive. Global
43 Certificates may not be exchanged for Global Certi£icates of
44 smaller denominations.
io3sosa.z 3 0
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1 All Bonds surrendered upon any exchange or transfer
2 provided for in this resolution shall be promptly cancelled by
3 the Bond Registrar and thereafter disposed of as directed by the
4 City.
5 All Bonds delivered in exchange for or upon transfer of
6 Bonds shall be valid general obligations of the City evidencing
7 the same debt, and entitled to the same benefits under this
8 resolution, as the Bonds surrendered for such exchange or
9 transfer.
10 Every Bond presented or surrendered for transfer or
11 exchange shall be duly endorsed or be accompanied by a written
12 instrument of transfer, in form satisfactory to the Bond
13 Registrar, duly executed by the Holder thereof or his, her or its
14 attorney duly authorized in writing.
15 The Bond Registrar may require payment of a sum
16 sufficient to cover any tax or other governmental charge payable
17 in connection with the transfer or exchange of any Bond and any
18 legal or unusual costs regarding transfers and lost Bonds.
19 Transfers shall also be subject to reasonable
20 regulations of the City contained in any agreement with, or
21 notice to, the Bond Registrar, including regulations which permit
22 the Bond Registrar to close its transfer books between record
23 dates and payment dates.
24 13. Riqhts Upon Transfer or Exchanae. Each Bond
25 delivered upon transfer of or in exchange for or in lieu of any
26 other Bond shall carry all the rights to interest accrued and
27 unpaid, and to accrue, which were carried by such other Bond.
28 14. Interest Payment; Record Date. Interest on any
29 Global Certificate shall be paid as provided in the first
30 paragraph thereof, and interest on any Replacement Bond shall be
31 paid on each Interest Payment Date by check or draft mailed to
32 the person in whose name the Bond is registered (the "Holder") on
33 the registration books of the City maintained by the Bond
34 Registrar, and in each case at the address appearing thereon at
35 the close o£ business on the fifteenth (15th) day of the calendar
36 month preceding such Interest Payment Date (the "Regular Record
37 Date"). Any such interest not so timely paid sha11 cease to be
38 payable to the person who is the Holder thereof as of the Regular
39 Record Date, and shall be payable to the person who is the Holder
40 thereof at the close of business on a date (the "Special Record
41 Date") fixed by the Bond Registrar whenever money becomes
42 available for payment of the defaulted interest. Notice of the
1035054.2 3 1
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1 Special Record Date shall be given by the Bond Registrar to the
2 Holders not less than ten (10) days prior to the Special Record
3 Date.
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15. Holders: Treatment of Reqistered Owner: Consent of
Holders.
{A) For the purposes of all actions, consents and other
matters affecting Holders 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 the Bond is registered identifying such beneficial
owner.
17 (B) The City and Bond Registrar may treat the person in
18 whose name any Bond is registered as the owner of such Bond for
19 the purpose of receiving payment of principal of and premium, if
20 any, and interest (subject to the payment provisions in paragraph
21 14 above) on, such Bond and for all other purposes whatsoever
22 whether or not such Bond shall be overdue, and neither the City
23 nor the Bond Registrar shall be affected by notice to the
24 contrary.
25 (C) Any consent, request, direction, approval, objection or
26 other instrument to be signed and executed by the Holders may be
27 in any number of concurrent writings of similar tenor and must be
28 signed or executed by such Holders in person or by agent
29 appointed in writing. Proof of the execution of any such
30 consent, request, direction, approval, objection or other
31 instrument or of the writing appointing any such agent and of the
32 ownership of Bonds, if made in the following manner, shall be
33 sufficient for any of the purposes of this resolution, and shall
34 be conclusive in favor of the City with regard to any action
35 taken by it under such request or other instrument, namely:
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(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 be£ore him or her the
execution thereof, or by an affidavit of any witness to such
execution.
1�35�54.2
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1 (2) Subject to the provisions of subparagraph (A)
2 above, the fact of the ownership by any person of Bonds and
3 the amounts and numbers of such Bonds, and the date of the
4 holding of the same, may be proved by reference to the bond
5 register.
6 16. Delivery; Application of Proceeds. The Global
7 Certificates when so prepared and executed shall be delivered by
8 the Director, Office of Financial Services, to the Purchaser upon
9 receipt of the purchase price, and the Purchaser shall not be
10 obliged to see to the proper application thereof.
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17. Fund and Account. There is hereby created a
special account to be designated the "Capital Improvement Bonds
of 1999B Account" (the '�ACCOUnt") to be administered and
maintained by the City Treasurer as a bookkeeping account
separate and apart from all other accounts maintained in the
official financial records of the City. There has been
heretofore created and established the General Debt Service Fund
(numbered 960, herein the "Fund"). The Fund and the Account
shall each be maintained in the manner herein specified until all
of the Bonds and the interest thereon have been fully paid.
(i) Account. To the Account there shall be
credited the proceeds of the sale of the Bonds, less
accrued interest received thereon, and less any amount
paid for the Bonds in excess of $16,211,250. From the
Account there shall be paid all costs and expenses of
making the Improvements, including the cost of any
construction contracts heretofore let and all other
costs incurred and to be incurred of the kind
authorized in Minnesota Statutes, Section 475.65
(including interest on the Bonds payable during the
construction period); and the moneys in the Account
shall be used for no other purpose except as otherwise
provided by law; provided that the proceeds of the
Bonds may also be used to the extent necessary to pay
interest on the Bonds due prior to the anticipated date
of commencement of the collection of taxes levied
herein; and provided further that if upon completion of
the Improvements there sha11 remain any unexpended
balance in the Account, the balance may be transferred
by the Council to the fund of any other improvement
instituted pursuant to Laws of Minnesota for 1971,
Chapter 773, as amended, or used for any other purpose
permitted by law, or transferred to the Fund. Al1
earnings on the Account shall be transferred to the
Fund, or may remain in the Account.
1035054.2
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(ii) Fund. There is hereby pledged and there
shall be credited to the Fund, to a special sinking
fund account which is hereby created and established
therein for the payment of the Bonds: (a) all accrued
interest received upon delivery of the Bonds; (b) all
funds paid for the Bonds in excess of $16,211,250; (c)
any collections of all taxes which are herein levied
for the payment o£ the Bonds and interest thereon as
provided in paragraph 18; (d) all funds remaining in
the Account after completion of the Improvements and
payment of the costs thereof, not so transferred to the
account of another improvement or used for any other
purpose permitted by law; (e) a11 investment earnings
on moneys held in said special account in the Fund; and
(f) any and all other moneys which are properly
available and are appropriated by the governing body of
the City to said special account in the Fund.
Said special account created in the Fund shall be used
solely to pay the principal and interest and any premiums for
redemption of the Bonds and any other bonds of the City
heretofore or hereafter issued by the City and made payable from
said special account in the Fund as provided by law, or to pay
any rebate due to the United States. No portion of the proceeds
of the 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 Bonds were issued, and
(2) in addition to the above in an amount not greater than
$100,000. To this effect, any proceeds of the Bonds and any sums
from time to time held in the Account or said special account in
the Fund (or any other City account which will be used to pay
principal or interest to become due on the bonds payable
therefrom) in excess of amounts which under then-applicable
federal arbitrage regulations may be invested without regard as
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available
under the federal arbitrage regulations. In addition, the
proceeds of the Bonds and money in the Account or the Fund shall
not be invested in obligations or deposits issued by, guaranteed
by or insured by the United States or any agency or instrumen-
tality thereof if and to the extent that such investment would
cause the Bonds to be �'federally guaranteed" within the meaning
of Section 149(b) of the federal Internal Revenue Code of 1986,
as amended (the "Code").
iossosa.z 3 4
18. Tax Levy; Coveraqe Test. To provide moneys for
payment of the principal and interest on the Bonds there is
hereby levied upon all of the taxable property in the City a
direct annual ad valorem tax which shall be spread upon the tax
rolls and collected with and as part of other general property
taxes in the City for the years and in the amounts as follows:
r�
10
11
12
13
14
15
16
17
18
Year of Tax
Levy
1998'
1999
2000
2001
2002
2003
2004
2005
2006
2007
Year of Tax
Collection
Amount
FL•7
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
1999'
2000
2001
2002
2003
2004
2005
2006
2007
2008
$2,131,500
2,152,500
2,117,850
2,134,650
2,122,050
2,107,350
2,116,800
2,096,850
2,101,050
2,102,100
heretofore 2evied or provided from other available City funds
The tax levies are such that if collected in fu11 they,
together with estimated collections of any other revenues herein
pledged for the payment of the Bonds, will produce at least five
percent (5%) in excess of the amount needed to meet when due the
principal and interest payments on the Bonds. The tax levies
sha11 be irrepealable so long as any of the Bonds are outstanding
and unpaid, provided that the City reserves the right and power
to reduce the levies in the manner and to the extent permitted by
Minnesota Statutes, Section 475.61, Subdivision 3.
19. General Oblictation PledQe. For the prompt and
full payment of the principal and interest on the Bonds, as the
same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged.
If the balance in the Fund (as defined in paragraph 17 hereof) is
ever insufficient to pay all principal and interest then due on
the Bonds payable therefrom, the deficiency shall be promptly
paid out of any other funds of the City which are available for
such purpose, including the general fund of the City, and such
other funds may be reimbursed with or without interest from the
Fund when a sufficient balance is available therein.
20. Certificate of Recristration. The Director, Office
of Financial Services, is hereby directed to file a certified
copy of this resolution with the officer of Ramsey County,
Minnesota, performing the functions of the county auditor (the
"County Auditor"), together with such other information as the
County Auditor shall require, and to obtain the County Auditor's
certificate that the Bonds have been entered in the County
1035054.2
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Auditor's Bond Register, and that the tax levy required by law
has been made.
21. 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,
cer�ificates and information as are required to show the facts
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
facts recited therein.
22. Neqative Covenants as to Use of Proceeds and
Improvements. The City hereby covenants not to use the proceeds
of the Bonds or Y.o use the Improvements, or to cause or permit
them to be used, or to enter into any deferred payment arrange-
ments 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 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 governmental 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.
23. 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
SecCion 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.
The City expects that the two-year expenditure
exception Co the rebate requirements may apply to the
construction proceeds of the Bonds.
If any elections are available now or hereafter with
respect to arbitrage or rebate maCters 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
1035054.2
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shall be, and shall be deemed and treated as, elections of the
City.
24. No Desianation of Oualified Tax-Exemgt
Obliaations. The Bonds, together with other obligations issued
by the City in 1999, 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.
25. Letter of Reoresentations. 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 EIolder 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 from time to time with the agreement or consent of
The Depository Trust Company.
19 26. Neaotiated Sale. The City has retained Springsted
20 Incorporated as an independent financial advisor, and the City
21 has heretofore determined, and hereby determines, to sell the
22 Bonds by private negotiation, all as provided by Minnesota
23 Statutes, Section 475.6�, Subdivision 2(9).
24 27. Continuina Disclosure. The City is an obligated
25 person with respect to the Bonds. The City hereby agrees, in
26 accordance with the provisions of Rule 15c2-12 (the "Rule��),
27 promulgated by the Securities and Exchange Commission (the
28 "Commission") pursuant to the Securities Exchange Act of 1934, as
29 amended, and a Continuing Disclosure Undertaking (the
30 "Undertaking") hereinafter described, to:
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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. Pravide 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 Undertakina.
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1 C. Provide or cause to be provided, in a timely
2 manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
3 notice of a failure by the City to provide the annual
4 financial information with respect to the City described in
5 the Undertaking.
6 The City agrees that its covenants pursuant to the Rule
7 set forth in this paragraph 27 and in the Undertaking are
8 intended to be for the benefit of the Holders of the Bonds and
9 shall be en£orceable on behalf of such Holders; provided that the
10 right to enforce the provisions of these covenants shall be
11 limited to a right to obtain specific enforcement of the City's
12 obligations under the covenants.
13 The Mayor and Director, Office of Financial Services,
14 or any other officers of the City authorized to act in their
15 stead (the "Officers"), are hereby authorized and directed Co
16 execute on behalf of the City the Undertaking in substantially
17 the form presented to the City Council, subject to such
18 modifications thereof or additions thereto as are (i) consistent
19 with the requirements under the Rule, (ii) required by the
20 Purchaser, and liii) acceptable to the Officers.
21 28. Severabilitv. If any section, paragraph or
22 provision of this resolution shall be held to be invalid or
23 unenforceable for any reason, the invalidity or unenforceability
24 of such section, paragraph or provision shall not affect any of
25 the remaining provisions of this resolution.
1035054.2 3 8
�.�, ��a�
1 29. Headinas. Headings in this resolution are
2 included for convenience of reference only and are not a part
3 hereof, and shall not limit or define the meaning of any
4 provision hereof.
Requested by Department of:
Adopted by Council: Date � p.�---� '� �
Certified by Council Secretary
�
Approved by
�
6��'..-e o� �;...a.�c�al �erviG2�.S
By: �' m �-�
Form rwed by City Attomey
�
B . L�„—`' ��
�
1035054.2
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°t0. - 3
of Financtal Services
Yf�::',
TOTAL # OF SIGNATURE PAGES
,� GREEN SHEET
InitlaVDae
r•.�:,;_�—a�.-r�
No 63231
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_7_ (CLIP AlL LOCATIONS FOR SIGNASURE)
resolufion accepts the winning proposal and awards the bid fa the $16,375,000 G.O.
al improvement Bonds Series 19996. This is a competitive borW sale arM the award
ing to the bidder found most advantageos Qowest cost) to the City.
PLANNING COMMISSION
CIB CAMMITfEE
CIVIL SERVICE COMMISSION
(Who, What, When, Where, Why)
Has this pereoMrm ever vo�ked uadw a wntrad for this tlapaRment7
YES NO
Has this persoNRrtn ever 6een a city empWy�ee?
YES NO
Does th� personfirtn possc5s a skdl �rot nWmaliy yossessed by anY cuttent cdy empbyee?
YES NO
is this person/firtn a targete0 vendoR
YES NO
for the purpose of Pondinp the bontl financing portion of the Capdal Impravement Budget
a✓aiiabie for the CIB Budget
434"s�€Yiis:i S . v��n �"' �
♦ ' ��
IF APPROVED
for qpital projutswill not be a�adable.
OF iRANSACTION S siva�s.000
FUNDING SOURCE
C0.4T/REVENUE BUDGETED (CIRCLE ON�
ACTNITY NUMBER
lix-�`�:
FINqNCW1 MFORMATION (EJ�WN)
°1°1- 3 0 �
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and delivered by the Bond Registrar pursuant to paragraphs 6 and
12 hereof; and
WHEREAS, "Holder" as used herein means the person in
whose name a Bond is registered on the registration books of the
City maintained by the registrar appointed as provided�n
paragraph 8 (the '�Bond Registrar"�; end
WHEREAS, Rule 15c2-12 of the Securities a Exchange
Commission prohibits "participating underwriters" om purchasing
or selling the Bonds unless the City undertakes t provide
certain continuing disclosure with respect to th Bonds; and
WHEREAS, pursuant to Minnesota Statu es, Section
475.60, Subdivision 2(9), public sale require ents do not apply
to the Bonds if the City retains an independ nt financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive ale without
publication af notice thereof as a form o private negotiation;
and
18 WHEREAS, proposals for the nds have been solicited by
19 Springsted Incorporated pursuant to Official Statement and
20 Terms of Proposal therein:
21 NOW, THEREFORE, BE IT R OLVED by the Council of the
22 City of Saint Paul, Minnesota, a follows:
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1. Acce�tance of P osal. The proposal of
(the "Q� rchaser") to purchase $16,375,000
General Obligation Capital I�rovement Bonds, Series 1999B, of
the City (the "Bonds", or i ividually a"Bond"), in accordance
with the Terms of Proposal or the bond sale, at Che rates of
interest set forth herein ter, and to pay for the Bonds the sum
of $ , plus nterest accrued to settlement, is
hereby found, determine and declared to be the most favorable
proposal received and ' hereby accepted, and the Bonds are
hereby awarded to the urchaser. The Director, Office of
Financial Services, o his designee, is directed to retain the
deposit of the Purch ser and to forthwith return to the others
making proposals th ir good faith checks or drafts.
2. Ti le• Ori inal Is e Date• Denominations•
Maturities. The onds shall be titled ��General Obligation
Capital Improve ent Bonds, Series 1999B��, shall be dated April 1,
1999, as the d e of original issue and shall be issued forthwith
on or after s ch date as fully registered bonds. The Bonds shall
be numbered om R-1 upward. Global Certificates shall each be
in the deno nation of the entire principal amount maturing on a
single dat , or, if a portion of said principal amount is
prepaid, id principal amount less the prepayment. Replacement
Bonds, i issued as provided in paragraph 6, shall be in the
1035054.2� 3
�tq-� o�
1 denomination of $5,000 each or in
2 of a single maturity. The Bonds
3 years and amounts as follows:
4 Year
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Amount
2000 $1,375,000
2001 1,a50,000
2002 1,475,000
2003 1,550,000
2004 1,600,000
any integral multiple thereof
shall mature on April 1 in the
Year
2005
2006
2
Amount
$1,650,000
1,725,000
1,775,000
1,850,000
1,925,000
3. Purpose. The Bonds
construction of the capital impr�
capital improvement budget (the
the Bonds shall be deposited and
17, for the purpose described by
Chapter 773, as amended, and any
to any other purpose permitted b
Improvements, which shall includ
Minnesota Statutes, Section 475�
equal to the amount of the Bon�
proceed with due diligence to,�o�
21 4. Tnterest. T ,
22 semiannually on April 1 an �Oc
23 "Interest Payment DaCe"), ,om
24 on the basis of a 360-day,year
25 respective rates per ann m set
26 as follows: �
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§2
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Maturity Year
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
Interest Rate
5, escri tion of the Global Certificat s and Global
Book-Entr S s em. Upon their original issuance the Bonds will
be issued in e form of a single G1oba1 Certificate for each
maturity, de sited with the Depository by the Purchaser and
immobilized s provided in paragraph 6. No beneficial owners of
interests i the Bonds will receive certificates representing
their resp ctive interests in the Bonds except as provided in
paragraph 6. Except as so provided, during the term of the
Bonds, b eficial ownership (and subsequent transfers of
benefic' 1 ownership} of interests in the Global Certificates
will be reflected by book entries made on the records of the
Deposi ory and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
1�%provide funds for the
5 in the City�s 1999
vements"). The proceeds of
as provided in paragraph
of Minnesota for 1971,
s moneys shall be devoted
The total cost of the
° all costs enumerated in
5, is estimated to be at least
Work on the Improvements shall
pletion.
Bonds shall bear interest payable
tober 1 of each year (each, an
mencing October 1, 1999, calculated
of twelve 30-day months, at the
forth opposite the maturity years
Maturity Year
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18. Tax L,evy; CoveraQe Test. To provide moneys for
payment of the principal and interest on the Bonds there is
hereby levied upon all of the taxable property in the City a
direct annual ad valorem tax which shall be spread upo the tax
rolls and collected with and as part of other general,�roperty
taxes in the City for the years and in the amounts ��follows:
Year of Tax
Lew
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
1999�
2000
2001
2002
2003
2004
2005
2006
2007
200$
$
19 ' heretofore levied or provided
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25
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The tax levies are
together with estimated co11
pledged for the payment of t
percent (5%) in excess of th
principal and interest paym
shall be irrepealable so 1
and unpaid, provided that 'h
to reduce the levies in�ie
Minnesota Statutes, Sec on
other available City funds
su�i that if collected in full they,
ec ��ions of any other revenues herein
h Bonds, will produce at least five
amount needed to meet when due the
'ts on the Bonds. The tax levies
g as any of the Sonds are outstanding
e City reserves the right and power
manner and to the extent permitted by
475.61, Subdivision 3.
29 19. Generall/Obliaation Pledae. For the prompt and
30 fu11 payment of the p�incipal and interest on the Bonds, as the
31 same respectively be ome due, the fu11 faith, credit and taxing
32 powers of the City all be and are hereby irrevocably pledged.
33 If the balance in e Fund (as defined in paragraph 17 hereof) is
34 ever insufficient o pay all principal and interest then due on
35 the Bonds payabl therefrom, the deficiency shall be promptly
36 paid out of any ther funds of the City which are available for
37 such purpose, ' cluding the general fund of the City, and such
38 other funds m be reimbursed with or without interest from the
39 Fund when a fficient balance is available therein.
40 . Certificate of Reaistration. The Director, Office
41 of Financ' 1 Services, is hereby directed to file a certified
42 copy of is resolution with the officer of Ramsey County,
43 Minneso a, per£orming the functions of tihe county auditor (the
44 "Count Auditor"), together with such other information as the
45 Coun Auditor shall require, and to obtain the County Auditor's
46 certificate that the Bonds have been entered in the County
Year of Tax
Collection
io3sasa.2 3 5