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00-992��tr�t� pa$�.s Presented By Referred To Committee: Date �.y ACCEPTING BID ON SALE OF APW� r�x`�^ � $8,400,000 GENERAL OBLIGATION RIVERFRONT TAX INCREMENT " REFUNDING BONDS, SERIES 2000D, PROVIDING FOR THEIR ISSUANCE, AND PLEDGING TAX INCREMENTS AND CERTAIN RECEIPTS FOR THE PAYMENT THEREOF WHEREAS, the Director, Office of Financial Services, has presented proposals received for the sale $8,400,000 General Obligation Riverfront Tax Increment Refunding Bonds, Series 2000D (the "Bonds"), of the City Saint Pau1, Minnesota (the "City"); and WHEREAS, the proposals set forth on Exhibit A attached hereto were received pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:00 A.M., Central Time, this same day; and of a rox�v�� of WHEREAS, the Director, Office of Financial - Services, has advised this Council that the proposal of kvi�t�insea S►wd.�c� E"rlcy d Cc, �,,, found to be the most advantageous and has recomme�' nded that said proposal be accepted; and WHEREAS, the City Council of the City has heretofore determined that it is necessary and expedient provide moneys for a current refunding of the outstanding bonds of the General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993C, dated February 1, 1993, as the date of original issue (the "Prior Bonds"), which are callable on February 1, 2001, and on any day thereafter; _ p �.-}�, a5� a000 �� `�4� 5� <o� �'i1 � �i �- RESOLUTION OF SAINT PAUL, MINNESOTA Council File# oa - `i�-�. Green Sheet # �0 \` �i Y fT.7 and izia�ia.z 1 oo-�� WHEREAS, refunding the outstanding Prior Bonds maturing after February l, 2001, is consistent with covenants made with the holders thereo£, and is necessary and desirable for the reduction of debt service costs; and WHEREAS, bonds of the City's $3,240,000 Taxable General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993D (the "Taxable Bonds"), are still outstanding and will be on a parity of lien with the Bonds; and WHEREAS, the City and the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA"), have jointly established the Riverfront Redevelopment Project and Development District (the "Riverfront Project Area"), being the tax increment financing district established as a redevelopment district under the tax increment act (the "Riverfront Tax Increment District") pursuant to the tax increment act, a joint powers agreement described below, and resolutions adopted by the HRA on November 4, 1987, and by the City on November 10, 1987, tax increments from which are pledged to the payment of the Prior Bonds and Taxable Bonds, and are pledged herein to the payment as well of the Bonds; and WHEREAS, with respect to the Riverfront Tax Increment District the City and HRA have previously entered into a Joint Powers Agreement dated as December 1, 1987, as amended by a First Amendment dated as of December 1, 1990 (as amended, the "Joint Powers Agreement"), in which the City has designated the HRA as the party to receive all tax increments of the Riverfront Tax Increment District but the HRA has covenanted to enter into a pledge agreement relating to any of the City's general obligation bonds with respect to the Riverfront Tax Increment District; and WHEREAS, to avoid a tax levy for the Bonds and Taxable Bonds it is necessary and desirable to pledge to the payment of the Bonds and Taxable Bonds, to the extent necessary after first utilizing tax increments of the Riverfront Tax Increment District, receipts from the HRA pursuant to a Payment Agreement; and 1218718.2 2 ��'�q9'}- WHEREAS, the City has heretofore issued registered obligations in certificated form, and incurs substantial costs associated with their printing and issuance, and substantial continuing transaction costs relating to their payment, transfer and exchange; and WHEREAS, the City has determined that significant savings in transaction costs will result from issuing bonds in "global book-entry form", by which bonds are issued in certificated form in large denominations, registered on the books of the City in the name of a depository or its nominee, and held in safekeeping and immobilized by such depository, and such depository as part of the computerized national securities clearance and settlement system (the "National System") registers transfers of ownership interests in the bonds by making computerized book entries on its own books and distributes payments on the bonds to its Participants shown on its books as the owners of such interests; and such Participants and other banks, brokers and dealers participating in the National System will do likewise (not as agents of the City) if not the beneficial owners of the bonds; and WHEREAS, "Participants" means those financial institutions for whom the Depository effects book-entry transfers and pledges of securities deposited and immobilized with the Depository; and 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"), will act as such depository with respect to the Bonds except as set forth below, and the City has heretofore delivered a letter of representations (the "Letter of Representations") setting forth various matters relating to the Depository and its role with respect to the Bonds; and WHEREAS, the City will deliver the Bonds in the form of one certificate per maturity, each representing the entire principal amount of the Bonds due on a particular maturity date (each a"Global Certificate"), which single certificate per maturity may be transferred on the City's iziana.z 3 a�.��aGd bond register as required by the Uniform Commercial Code, but not exchanged for smaller denominations unless the City determines to issue Replacement Bonds as provided below; and WHEREAS, the City will be able to replace the Depository or under certain circumstances to abandon the "global book-entry form'� by permitting the Global Certificates to be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond register; and "Replacement Bonds" means the certificates representing the Bonds so authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and WHEREAS, "Holder" as used herein means the person in whose name a Bond is registered on the registration books o£ the City maintained by the City Treasurer or a successor registrar appointed as provided in paragraph 8(the "Bond Registrar"); and WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to provide certain continuing disclosure with respect to the Bonds; and WHEREAS, pursuant to Minnesota 5tatutes, Section 475.60, Subdivision 2(9), public sale requirements do not apply to the Bonds if the City retains an independent 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£orm 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; and WHEREAS, in the Terms of Proposal relating to the Bonds the City reserved the right to increase or decrease the issue size from the proposed $8,400,000 by not to exceed $20,000, and to adjust the purchase price so that the adjusted purchase price bears the same ratio to the adjusted principal as the proposalbears to $8,400,000; and the Purchaser has agreed to a greater adjustment; and WHEREAS, the City has determined to adjust the principal amount from the proposed $8,400,000 by $65,000 decrease: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: l. Acce�tance of Proposal. The proposal of Autchinson Shockey Erley & Co. (the "Purchaser") to purchase $8,400,000 General Obligation Riverfront Tax Increment Refunding Bonds, Series 2000D, of the City (the "BOnds", or individually a "Bond°), all in accordance with the Terms of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the Bonds the sum of $8,390,294.55, plus interest accrued to settlement, is izia�ie.z 4 AYY�L�G a� hereby found, determined and declared to be the most favorable proposal received and is hereby accepted for the bonds in the aggregate principal amount of $8,335,000 and the purchase price of $8,325,369.65, plus accrued interest to settlement, 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; Original Issue Date: Denominations- Maturities. The Bonds shall be in the aggrgate principal amount of $8,335,000, shall be titled "General Obligation Riverfront Tax Increment Refunding Bonds, Series 2000D", sha11 be dated November 1, 2000, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R-1 upward. Global Certificates shall each be in the denomination of the entire principal amount maturing on a single date, or, if a portion of said principal amount is prepaid, said principal amount less the prepayment. Replacement Bonds, if issued as provided in paragraph 6, sha11 be in the denomination of $5,000 each or in any �ntegral multiple thereof of a single maturity. Unless called for early redemption, the Bonds shall mature on February 1 in the years and amounts as follows: Year Amount Year Amount 2002 $485,000 2003 605,000 2004 55G,000 2005 675,000 2006 715,000 2007 760,000 2008 2009 2010 2011 2012 $805,000 845,000 880,000 925,000 990,000 Such maturities, compared to the Terms of Proposal for the Bonds, reflect a$65,000 aggregate decrease in the following years and amounts: $10,000 each in 2002 and 2010 and $5,000 each in all other maturities. 3. Puroose; Findinqs. The Bonds (together with other available funds in the Debt Service Account created for the Prior Bonds and Taxable Bonds) shall provide funds for a current refunding of all of the HRA's outstanding Prior Bonds maturing after 2001 (which callable Prior Bonds are herein also referred to as the "Refunded Bonds"). The Prior Bonds were issued to refund a series of temporary i�ie�ie.z 5 (��.�� bonds first issued in 1987 which financed the costs of various public improvements and private improvements (the "Improvements") constituting public costs of redevelopment made with respect to the Riverfront Project Area. It is hereby found, determined and declared that this refunding is pursuant to Minnesota 5tatutes, Section 475.67, and is necessary or desirable for the reduction of debt service costs. 4. Interest The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2001, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Year Interest Rate 2002 2003 2004 2005 2006 2007 4 4 4 4 4 4 50 % 0 50 50 625 625 75 Maturity Year 2008 2009 2010 2011 2012 Interest Rate 4.75 % 4.75 4.75 4.875 5.00 5. Description of the Global Certificates and Global Book-Entry System. Upon their original issuance the Bonds will be issued in the form of a single Global Certifi- cate 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, beneficial ownership (and subsequent transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book entries made on the records of the Depository and its Participants and other banks, brokers, and dealers partici- pating in the National System. The Depository's book entries of beneficial ownership interests are authorized to be in increments of $5,000 of principal of the Bonds, but not smaller increments, despite the larger authorized denominations of the Global Certificates. Payment of principal of, premium, if any, and interest on the Global Certificates will be made to the Bond Registrar as paying izis�is.z 6 6 a� ti9 z— agent, and in turn by the Bond Registrar to the Depository or its nominee as registered owner of the Global Certifi- cates, 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 o£ transferring funds as may be requested by the Holder of a Global Certificate. 6. Immobilization of Global Certificates by the De�ository• Successor Depository• Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, which request is required by the Terms of Proposal, immedi- ately upon the original delivery of the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with the Depository or its agent. The Global Certi- ficates shall be in typewritten form or otherwise as accept- able 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 or its agent on behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the sole holder of record of the Global Certificates and no investor or other party purchasing, selling or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any bond certificates so long as the Depository holds the Global Certificates immobilized from circulation, except as provided below in this paragraph and in paragraph 12. Certificates evidencing the Bonds may not after their original delivery be transferred or exchanged except: (i) Upon registration of transfer of ownership of a Global Certificate, as provided in paragraph 12, (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 subsCitute depository must be both a "clearing corporation" as defined in the Minnesota Uniform Commercial Code at Minnesota Statutes, izie�ia.z � Op �'t'l Z-- 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, (iii) To a substitute depository designated by and acceptable to the City upon (a) the determination by the Depository that the Bonds shall no longer be eligible for its depository services or (b) a determination by the City that the Depository is no longer able to carry out its functions, provided that any substitute depository must be qualified to act as such, as provided in clause (ii) of this subparagraph, or (iv) To those persons to whom transfer is requested in written transfer instructions in the event that: (a) the Depository shall resign or discontinue its services for the Bonds and the City is unable to locate a substitute depository within two (2) months following the resignation or determination of non-eligibility, or (b) upon a determination by the City in its sole discretion that (1) the continuation of the book-entry system described herein, which precludes the issuance of certificates (other than Global Certificates) to any Holder other than the Depository (or its nominee), might adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds, in either of which events the City shall notify Holders of its determination and of the availability of certificates (the "Replacement Bonds") to Holders requesting the same and the registration, transfer and exchange of such Bonds will be conducted as provided in paragraphs 9B and 12 hereof. In the event of a succession of the Depository as may be authorized by this paragraph, the Bond Registrar upon presentation of Global Certificates shall register their izis�ia.z $ ad�`i43— 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. (a) Optional Redemption; Due Date. All Bonds maturing after February l, 2009, shall be subject to redemption and prepayment at the option of the City on such date and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of 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 Global Certificates may be prepaid in $5,000 increments of principal and, if applicable, the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. (b) Notation on Global Certificate. Upon a reduction in the aggregate principal amount of a Global Certificate, the Holder may make a notation of such redemption on the panel provided on the Global Certificate stating the amount so redeemed, or may return the Global Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of such Global Certificate outstanding, unless the Bond Registrar has signed the appropriate column of the panel. (c) Selection of Replacement Bonds. To effect a partial redemption of Replacement Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Replacement Bond having a iziana.s 9 O o -l�l�- common maturity date a distinctive number for each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then select by lot, using such method oP selection as it shall deem proper in its discretion, from the numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Replacement Bonds to be redeemed. The Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned numbers so selected; provided, however, that only so much o£ the principal amount of each such Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. (d) Partial Redemption of Replacement Bonds. If a Replacement Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Replacement Bond, without service charge, a new Replacement Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. (e) Request for Redemption. The Bond Registrar shall call Bonds for redemption and payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior to the redemption date of a request of the City, in written form if the Bond Registrar is other than a City officer. Such request shall specify the principal amount of Bonds to be called for redemption and the redemption date. (f) Notice. Mailed notice of redemption sha11 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 pa� such Bonds at the office of the Bond iaia�ie.z 1 � oo-q�{a- 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 Holder of Bonds to be redeemed, at the address appearing in the Bond Register. Al1 notices of redemption shall state: (a) The redemption date; (b) The redemption price; (c) If less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed; (d) That on the redemption date, the redemption price will become due and payable upon each such Bond, and that interest thereon shall cease to accrue from and after said date; and (e) The place where such Bonds are to be surrendered for payment of the redemption price (which shall be the office of the Bond Registrar). (g) Notice to Depositorv. Notices to The Depository Trust Company or its nominee shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such notice to the Depository on the business day next preceding the date of mailing of such notice to all other Holders. 8. Bond Registrar. U.S. Bank Trust National Association 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. A successor Bond Registrar shall be an officer of the City or a bank or trust company eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may be appointed pursuant to any contract the City and such successor Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the Holders (or izia�ia.z 1 1 �00-'l1�- 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. A. Global Certificates. The Global Certificates, together with the Certificate of Registration, the Register of Partial Payments, the form of Assignment and the registration information thereon, shall be in substantially the following form and may be typewritten rather than printed: izia�is.z 1 2 po -'�9Y UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ GENERAL OBLIGATION RIVERFRONT TAX INCREMENT REFUNDING BOND, SERIES 2000D INTEREST MATURIfiY DATE OF RATE DATE ORIGINAL ISSUE CUSIP February l, November 1, 2000 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises to pay to the registered owner specified above or on 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 February 1 and August 1 of each year (each, an ��Interest Payment Date"), commencing August 1, 2001, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable in same-day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal office of in , Minnesota (the "Bond Registrar"), acting izie�ia.z 1 3 oa ��IR2- as paying agent, or any successor paying agent duly appointed by the Issuer; provided, however, that upon a partial redemption of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion be paid without presentation of this Bond, which payment shall be received no later than 2:30 p.m., Eastern time, and may make a notation on the panel provided herein of such redemption, stating the amount so redeemed, or may return the Bond to the Bond Registrar in exchange for a new Bond in the proper principal amount. Such notation, 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 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 sha11 be received by the Holder no later than 2:30 p.m., Eastern time; and principal and premium payments shall be received by the Holder no later than 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") 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. Date of Payment Not Business Dav. If the date for payment of the principal of, premium, if any, or interest on this Bond sha11 be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Bond Registrar is located are authorized by law or executive izis�is.z 1 4 o a �q�E a- 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 February l, 2009, are subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as the City shall determine; and if only part of the Bonds having a common maturity date are called for prepayment, this Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of Redemgtion. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds are called for redemption, written notice thereof will be given by first class mail mailed not less than 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 shall be used. 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 £or re£erence only, and may not be relied upon by any other person as being in any way determinative of the principal amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the izia�ia.z 1 5 oa � 99 }- 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 xolder 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 Obligation. This Bond is one of an issue in the �otal principal amount of �8,335,000 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 Minnesota Statutes, Section 475.67, and the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on October 25, 2000 (the "Resolution"), for the purpose of providing funds for a current refunding of the City's General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993A. This Bond is payable out of the Debt Service Account of the Riverfront Bond Fund, to which have been pledged tax increments received from the Riverfront Tax Increment District in the City. This Sond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and iull 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 originally only as Global Certificates in the denominaticn of the entire principal amount of the issue maturing on a single date, or, if a portion of said principal amount is prepaid, said principal amount less the prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller denomir_ations except to evidence a partial prepaymen� 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 1218"118.2 1 6 pa � °t1y for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event that: (a) the Depository shall resign or 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 Bond shall be registered in the name of the payee on the books of the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his, her or its name and note the date of registration opposite the name of the payee in the certificate of registration attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this Bond is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of i2iana.z 17 oo-�t�t'�-- the Issuer contained in any agreement with, or notice to, the Bond Registrar. Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other restrictions if required to qualify this Bond as being "in registered form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended. Fees upon Transfer or Loss. The Bond Registrar may require pa�ment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and an� legal or unusual costs regarding transfers and lost Bonds. Treatment of Re�istered Owner. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided texcept as otherwise provided with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication This Bond sha11 not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon sha11 have been executed by the Bond Registrar. Not Oualified Tax-Exempt Obligations. The Bonds have not been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation. IT IS HEREBY CERTIFIED AND RECITED that a11 acts, conditions and things required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and on the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory or Charter limitation of indebtedness. izie�is.z 1 8 O o -49�— IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and countersigned by the photocopied facsimile signature of its Director, Office of Financial Services, the official seal having been omitted as permitted by law. Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Registrable by: Payable at: CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA Mayor Attest: izis�ie.2 1 9 oa-4�}- Bond Registrar City Clerk By Countersigned: Authorized 5ignature Director, Office of Financial Services General Obligation Riverfront Tax Increment Refunding Bond, Series 2000D, No. R- . izia�is.z 2 � 8 0 -1Ra� CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF OF REGISTRAR SIGNATURE REGISTERED OWNER BOND iziana.z 21 0 0 -�tqa- REGISTER OF PARTIAL PAYMENTS The principal amount of the attached Bond has been prepaid on the dates and in the amounts noted below: Signature of Signature of Date Amount Bondholder Bond Reqistrar izia�ia.z Z 3 pp ��.'t �-- If a notation is made on this register, such notation has the effect stated in the attached Bond. Partial payments,do not require the presentation of the attached Bond to the Bond Registrar, and a Holder could fail to note the partial payment here. inana.z 24 o� �qq�-- ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. iusna.z 25 g o ..qq'r— ASSIGNMENT For value received, the undersigned hereby sells, assigns and trans£ers unto the attached Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: izis�ia.z 2 6 O e ..'tq y— (Include information for all joint owners if the Bond is held by joint account.) iaie�za.z 2 � oa��a- B. Replacement Bonds. If the Cit� has notified Holders that Replacement Bonds have been made available as provided in paragraph 6, then for every Bond thereafter transferred or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not previousl� exchanged for Replacement Bonds) the Bond Registrar shall deliver a certificate in the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global Certificate shall not otherwise be required to exchange the Global Certificate for one or more Replacement Bonds since the City recognizes that some beneficial owners may prefer the convenience of the Depository's registered ownership of the Bonds even though the entire issue is no longer required to be in global book- entry form. The Replacement Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form, with paragraphs identical to those of the form of Global Certificate stated by heading or initial text only: izis�ie.z z $ 00 -qq�'"" UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ GENERAL OBLIGATION RSVERFRONT TAX INCREMENT REFUNDING BOND, SERIES 2000D INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP November 1, 2000 REGISTERED OWNER: PRINCIPAL AMOUNT: ��_ _,; KNQW 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 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 February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2001, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , in , (the "Bond Registrar"), actinq 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 izis7is.z 2 9 oo�4q�-- 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"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be qiven to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISION5 SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED IN WITI�IESS WHEREOF, the Cit� of Saint Paul, Ramse�r County, Minnesota, by its City Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be executed on its behalf by the original or facsimile signature of its Mayor, attested by the original or facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its Director, Office of Financial Services. Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION Registrable by: Payable at: _ CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA iziane.2 3 0 0 0 ..q,q a- This Bond is one of the Bonds described in the Resolution mentioned Mayor within. Bond Registrar Attest: City Clerk By Countersigned: Authorized Signature Director, Office of Financial Services (SEAL) izia . z 31 ao-�aa- ON REVERSE OF BOND Date of Fayment Not Business Day. Redemption. All Bonds of this issue (the "Bonds") maturing after February 1, 2009, both inclusive, are subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid ma� be prepaid in such order of maturity and in such amount per maturity as the City shall determine; and if onl� part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by 1ot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of Redemption. Selection of Bonds 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, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 sha11 be redeemed as shall equal $5,000 for each number assigned to it and so 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 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 1218718.2 3 2 oa -�t�cr 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 Band so surrendered. Issuance; Purpose; General Obliqation. Denominations; Exchange; Resolution. The Bonds are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fu11y registereci 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. T`his Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar sha11 authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. Treatment of Registered Owner. Authentication izie�ie.z 3 3 flfl -'`�aa— Not Oualified Tax-Exempt Obligations. ABBREVIATIONS izie�is.z 3 4 � ��q � ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.? izia7ia.z 3 5 t� o -`t�t 10. Execution The Bonds shall be executed on behalf of the City by the signatures of its Mayor, Clerk and Director, Office of Financial Services, each with the effect noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed or photocopied facsimile; and provided further that any of such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of any such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the 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 Registration. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the Cit� on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated. For purposes of delivering the original Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the date of original issue, which date is November 1, 2000. 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, iziens.z 36 �O—`t the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. A Global Certificate shall be registered in the name of the payee on the books of the Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar, who will endorse his or her name and note the date of registration opposite the name of the payee in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be transferred by delivery with an assignment duly executed by the Holder or his, her or its legal representative, and the City and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until a Global Certificate is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted thereon by the Bond Registrar, all subject to the terms and conditions provided in this resolution and to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar. Transfer of a Global Certificate may, at the direction and expense of the City, be subject to other restrictions if required to qualify the Global Certificates as being "in registered form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended. If a Global Certificate is to be exchanged for one or more Replacement Bonds, all of the principal amount of the Global Certificate shall be so exchanged. Upon surrender for transfer of any Replacement Bond at the principal office of the Bond Registrar, the City shall execute (if necessary}, and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 11) of, and deliver, in the name of the designated transferee or transferees, one or more new Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount, having izia�is.z 3 7 Oo-4q�- the same stated maturity the transferor; provided, registered in blank or in designation. and interest rate, as requested by however, that no bond may be the name of "bearer" or similar At the option of the Holder of a Replacement Bond, Replacement Bonds may be exchanged for Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are so surrendered £or exchange, the City shall execute (if necessary), and the Bond Registrar sha11 authenticate, insert the date of registration of, and deliver the Replacement Bonds which the Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for Global Certificates of smaller denominations. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. Al1 Bonds delivered in exchange for or upon transfer of Bonds sha11 be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Ever� Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The sufficient to payable in co Bond and any lost Bonds. Bond Registrar may require payment of a sum cover any tax or other governmental charge nnection with the transfer or exchange of any legal or unusual costs regarding transfers and izia�ia.z 3 8 00 -9K a Transfers sha11 also be subject to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. 13. Rights Upon Transfer or Exchan4e. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 14. Interest Payment; Record Date. Interest on any Global Certificate shall be paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar, and in each case at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month preceding such Interest Payment Date�(the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date"} fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (l0) days prior to the Special Record Date. 15. Holders; Treatment of Registered 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 sha11 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 iziana.z 39 oa -qg �— certificate from the person in whose name the Bond is registered identifying such beneficial owner. (B) The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. (C) Any consent, request, direction, approval, objection or other instrument to be signed and executed by the Holders may be in any number of concurrent writings of similar tenor and must be signed or executed by such Holders in person or by agent appointed in writing. Proof o£ the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this resolution, and shall be conclusive in favor of the City with regard to any action taken by it under such request or other instrument, namely: (1) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or b� an affidavit of any witness to such execu�ion. (2) Subject to the provisions of subparagraph (A) above, the fact of the ownership by any person of Bonds and the amounts and numbers of such Bonds, and the date of the holding of the same, may be proved by reference to the bond register. 16. Delivery: Application of Proceeds; Proceeds of Prior Bonds. The Global Certificates when so prepared and executed shall be delivered by the Director, Office of Financial Services, to the Purchaser upon receipt of the izie�ia.z 4 0 A�.��..1► purchase price, and the Purchaser sha11 not be obliged to see to the proper application thereof. After the Prior Bonds are redeemed, any unexpended proceeds of the sale of the Prior Bonds shall be held by or at the direction of the HRA, shall be expended for the purposes for which the Prior Bonds were issued, and after the costs of the Improvements financed thereby have all been paid any excess shall be paid to the City for deposit in the Debt Service Account. 17. Fund and Accounts. There is created hereby and by the resolution relating to the Prior Bonds and Taxable Bonds a special fund of the City designated the "Riverfront Bond Fund" (the "Fund"), to be held and administered by the Director, Office of Financial Services, separate and apart from all other accounts of the City. For the convenience and proper administration of the moneys to be borrowed and repaid on the Bonds, Taxable Bonds and Prior Bonds, and to make adequate and specific security to the Purchaser and holders from time to time of the Bonds, Taxable Bonds and Prior Bonds, there are hereby created in the Fund the accounts provided below, to be administered and maintained as bookkeeping accounts in the Fund separate and apart from all other accounts maintained therein. The Fund shall be maintained in the manner herein specified until all of the Prior Sonds have been paid and until all of the Bonds and Taxable Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two (2) separate accounts, to be designated the "Refunding Account" and "Debt Service Account", respectively. (i) Refunding Account. All proceeds of the sale of the Bonds other than amounts representing accrued interest shall be deposited in the Refunding Account and (1) used in paying the Refunded Bonds upon their redemption on Februar� 1, 2001, and (2) used to pay costs of issuing the Bonds. The moneys in the Refunding Account shall be used solely for the purposes herein set forth and for no other purpose. Any excess in the Refunding Account after the payment of the Refunded Bonds and the costs of issuing the Bonds shall be deposited in the Debt Service Account. (ii) Debt Service Account. To the Debt Service Account there is hereb� pledged and irrevocably izia7ia.z 4 1 ��...�.#,�.i� appropriated and there shall be credited: (1) all accrued interest on the Bonds; (2? tax increments derived from the Riverfront Tax Increment District, subject to any priority pledges of such tax increments and provided that tax increments in excess of amounts necessary to pay the principal of and interest on the Bonds and Taxable Bonds may be used otherwise as provided b�r 1aw; (3) receipts £rom the HRA pursuant ta the Payment Agreement (as defined in paragraph 18); (4) any collections of all taxes hereafter levied for the payment of the Bonds or Taxable Bonds and interest thereon; (5) any amounts transferred from the the Refunding Account; (6} a11 investment earnings on funds in the Debt Service Account; and (7) any and all other moneys which are properly available and are appropriated b� the governing body of the City to the Debt Service Account. The amount of any surplus remaining in the Debt Service Account when the Bonds and Taxable Bonds and interest thereon are paid shall be used consistent with Minnesota Statutes, Section 475.61, Subdivision 4. The moneys in the Debt Service Account sha11 be used solely to pay the principal and interest and any premiums for redemption of the Bonds and Taxable Bonds and any other bonds of the City hereafter issued by the City and made payable from the Debt Service Account as provided by law, or to pay any rebate due to the United States. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directl� 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 e£fect, any proceeds of the Bonds and any sums from time to time held in the Refunding Account or Debt Service Account allocated to the Bonds (or any other City account which will be used to pay principal or interest to become due on the Bonds) in excess of amounts which under then-applicable federal arbiCrage regulations may be invested without regard as to yield shall not be invested at a�rield in excess of the applicable yield restrictions izie�ie.2 4 2 0 O�'t't� imposed by said arbitrage regulations on such investments after taleing 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 allocated to the Bonds in the Refunding ACC011rit or Debt Service Account shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code"}. 18. Pled�e of Tax Increments; Pledae of Amounts Received under Payment Agreement; Coveracie Test. The tax increments derived from the Riverfront Tax Increment District are hereby pledged to the payment of the Bonds and Taxable Bonds and the interest thereon, but solely to the extent required to meet, with other pledged sources, one hundred five percent (1050) of the principal and interest requirements of the Bonds and Taxable Bonds. The payments received under the Payment Agreement dated as of November l, 2000, by and between the City and HRA (the "Payment Agreement"), are hereby pledged to the payment of the Bonds and Taxable Bonds and the interest thereon, but solely to the extent required to meet, after the application of tax increments and other pledged sources to such purpose, one hundred five percent (105%) af the principal and interest requirements of the Bonds and Taxable Bonds. The Mayor, Clerk and Director, Office of Financial Services, are hereby authorized and directed to execute the Payment Agreement in substantially the form presented at this meeting, with such changes thereto and modifications thereof as are necessary, appropriate and approved by Bond Counsel or the City Attorney. izia�ie.2 4 3 Ofl �qq �- Tax increments shall be used for the payment of the Bonds and Taxable Bonds before payments received under the Payment Agreement. The pledge of payments received under the Payment Agreement to the payment of the Bonds and Taxable Bonds may be released or cancelled by the City with the concurrence of the HRA, but only if at the time of such release or cancellation taxes or revenues (including any substitute revenues) pledged to the payment of the Bonds and Taxable Bonds are estimated to be sufficient to pay one hundred five percent (lOSo) of the principal and interest requirements of the Bonds and Taxable Bonds. The tax increments and Payment Agreement receipts are such that if collected in full they, together with estimated collections of investment earnings and other revenues herein pledged £or the payment of the Bonds and Taxable 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 and Taxable Bonds. Annually at the times taxes are required to be levied the City shall estimate the sufficiency of the Debt Service Account. In the event that it is anticipated that the aggregate amount in (or to be timely received in) the Debt Service Account will not be sufficient to pay principal of and interest on the Bonds and Taxable Bonds to become due in the next eighteen (18) months, the City shall levy an ad valorem tax in such amount as is estimated, with other sources, to be necessary to pay the principal of, and interest on, the Bonds and Taxable Bonds to become due during such period. The Bonds and Taxable Bonds shall be on a parity of lien. 19. Tax Increments; Tax Increment Pledqe Ac�reement. The Count� Auditor has certified the original tax capacity of real property within the Riverfront Tax Increment District. Under the provisions of Minnesota Statutes, Section 469.177, and the Joint Powers Agreement, the County Treasurer will remit to the HRA as tax increment iaia�ia.z 4 4 00�4'ts- that portion of the taxes paid each year on real property in the Riverfront Tax Increment District which represents the taxes on captured tax capacity (being tax capacity of the property less said original tax capacity). Tax increments not required to pay the principal of and interest on the Bonds and T�able Bonds may be used for any proper purpose. Prior to issuance of the Bonds, the Cit�r and HRA shall enter into an agreement (the "Tax Increment Pledge Agreement") under the terms of which the tax increments derived from the Riverfront Tax Increment District shall be paid directly to the City and pledged to the payment of the Bonds and Taxable Bonds and interest thereon. The estimated collection of such tax increments exceeds twenty percent (200) of the principal and interest to become due on the Bonds and Taxable Bonds within the meaning of Minnesota Statutes, Section 475.58. Tax increments of the Riverfront Tax Increment District may be pledged to other purposes by the HRA. The priority of such pledges may be superior, subordinate, or on a parity with the pledge made in this resolution, such priority to be determined at the time thereof. A superior or parity pledge of tax increments shall only be made with the consent of the City, but a subordinate pledge may be made without the consent of the City. Notwithstanding any grovision herein to the contrary, the City reserves the right to terminate or reduce the tax increments herein pledged to the payment of the Bonds and Taxable Bonds and interest thereon to the extent and in the manner permitted by law so long as such action does not preclude the City from paying when due the debt service on the Bonds and Taxable Bonds or otherwise impair the City's full faith and credit pledge. 20. General Obligation 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 sha11 be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay al1 principal and interest then due on the Sonds and Taxable Bonds gayable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such izisns.z 45 0 o-q� �- purpose, including the general other funds may be reimbursed the Debt Service Account when available therein. fund of the City, and such with or without interest from a sufficient balance is 21. Other Redemption Mone�s. To the extent that the proceeds of the Bonds are not sufficient to pay the redemption price of the Prior Bonds, said redemption price sha11 be paid from moneys in the Debt Service Account for the Prior Bonds. 22. Refunded Bonds; Securitv. Until retirement of the Refunded Bonds, all provisions heretofore made for the security thereof shall be observed by the City and HRA and all of their officers and agents. 23. Redemption of Refunded Bonds. The Refunded Bonds sha11 ba redeemed and prepaid on February l, 2001, all in accordance with the terms and conditions set forth in the Notice of Call for Redemption attached hereto as Exhibit B, which terms and conditions are hereby approved and incorporated herein by reference. A Notice of Call for Redemption in substantially such form sha11 be given to the Bond Registrar for the Prior Bonds, who shall mail notice of redemption of the Prior Bonds not less than thirty (30) days prior to the redemption date. 24. Certificate of Registration. The Director, Office of Financial Services, is hereby directed to file a certified copy of this resolution with the officer of Ramse� 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 Count� Auditor's Bond Register, and that the Tax Increment Pledge Agreement has been filed with the County Auditor. 25. Records and Certificates The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and izia�is.a 4 6 oa-a a�-- 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. 26. Neaative Covenants as to Use of Proceeds and Improvements. The City hereby covenants not to use (or permit the HRA to use) the proceeds of the Bonds or to use (or permit the HRA to use) the Improvements financed with the proceeds of the bonds refunded by the Prior Bonds, or to cause or permit (or permit the HRA to cause or permit) them or any of them to be used, or to enter into (or permit the HRA to enter into) any deferred payment arrangements for the cost of such 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 (or to permit the HRA 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. 27. Tax-Exempt Status of the Bonds; Rebate; Elections. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation requirements relating to temporar� 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. If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Bonds, and izia�is.z 4 7 00 -�t'1a- all such elections shall be, and shall be deemed and treated as, elections of the City. 28. No Designation of Qualified Tax-Exempt Obligations. The Bonds, together with other obligations issued b� the City in 2000, 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. 29. Letter of Representations. The Letter of Representations for the Bonds is hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the City and received and accepted by The Depository Trust Company. So long as The Depository Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the provisions of the Letter of Representations, as it may be amended or supplemented by the Cit� from time to time with the agreement or consent of The Depository Trust Company. 30. Neaotiated Sale. The City has retained Springsted Incorporated as an independent financial advisor, and the City has heretofore determined, and hereby determines, to sell the Bonds,by private negotiation, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(9). 31. Continuina Disclosure. The City is an obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described, to: A. Provide or cause to be provided to each nationally recognized municipal securities information repository {��NRMSIR") and to the appropriate state information depository ("SID"), if any, for the State of Minnesota, in each case as designated by the Commission in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the Municipal Securities izis�is.z 4 8 o a -aa�— Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking. The City agrees that its covenants pursuant to the Rule set forth in this paragraph 31 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf o£ such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and Director, Office of Financial Services, or any other officers of the City authorized to act in their stead (the "Officers"), are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council, subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers. 32. Severabilitv. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforce- ability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 33. Headincrs. Headings in this resolution are included for convenience of reference only and are not a part hereof, and sha11 not limit or define the meaning of any provision hereof. �7 a� -41a- Adopted by Council: Date ��' �� s a Adoption Certified by Council Secretary By: •.. � -• - -.. .-.. • . 1 � .� � �, ✓f_,�::>. '_<s- � � / _ �_� �_ i �rL��.I Form Ap ved by City Attorney g��i- �. �'� /fi�� /�_ Approve y ayor for ' ion to Council By: ivana.z 50 0 o-t�� of Rnancial Services �anrz000 No 101162 GREEN SHEET nFV�rtmrert ow¢troa �5c:�.ss:'� ancou¢� asswx NUMBERFOR RounxG TOTAL # OF SIGNATURE PAGES ❑2 c�rv�Troa�r ❑ arvatwc ❑nuxcw.s�avcFSOx. ❑ra�w¢u�mnuccre � �� ❑ 1_ (CLIP ALL LOCATIONS FOR SIGNATURE) i�s resolution accepts tl�e winning proposal and awards tlre bid forthe 58.400,000 G.O. verfroM Taz IrxremeM Refunding Bonds. Series 2000D. This is a compefilive baW sale arM tlie award 9a�9 to the bidder found most advant�eous Oovreat eost) W Me Cily. PLANNING CAMMISSION CIB CAMMffTEE CIVIL SERVICE CAMMISSION Has this persoMrm ever wvrked under a contract for this tlepartmeM? YES NO Has Nis peisoMrtn ever been a dty empbyee� YES NO Dces [his persoMrm possess a sldll n� nom�alry possessed by any currerR city empbyee? YES NO Is this persorvhrm a targetetl ventloY7 YES NO and atlach [o areen shee[ xitls are forthe purpose of reNnding the General Obligation RiverfmM Ta�c Increment ReNnding Bontls, Series 1993C at lower iMerest raM, arM will be repaid by Taz Increments distnct aM revenuex Mthe HRA be avnifable far the retu�i�g. certain street imprwemaRS will not he arailable. AMOUNT OF iRANSACTION S se.aaa000 SOURCE C0.4T/REVENUE BUDCiETED (qRCLE ON� ACTNITY NUMBER VES NO (ExPWN) po-t'� EXHIBITS E�ibit A - Proposals Exhibit B - Notice of Call for Redemption szis�ia.z DO _� �a- ExxzBZT B NOTICE OF CALL FOR REDEMPTION $8,375,000 GENE OBLIGATION RIVERFRONT TAX INCREMENT REFUNDING BONDS, SERIES 1993C CITY OF SAINT PAUL RAMSEY COUNTY MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Saint Paul, Ramsey County, Minnesota, there have been called for redemption and prepayment on February 1, 2001, outstanding bonds of the City designated as General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993C, bearing a date of original issue of February l, 1993, having stated maturity dates in the years set forth below, bearing interest at the rates per annum set forth below for such maturity years, bearing the CUSTP numbers set forth below for such maturity years and totaling $8,375,000 in principal amount: Maturity Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Interest Rate $ 550,000 575,�Q0 625,000 650,000 700,000 750,000 800,000 850,000 900,000 950,000 1,025,000 CUSIP Number 792880 792880 792880 792880 792880 792880 792880 792880 792880 792880 792880 YT7 YWO YZ3 ZBS ZD1 ZF6 ZH2 ZK5 ZM1 ZP4 ZRO `Phe entire outstanding amount of the issue maturing 2001 is being called. The bonds are being called at of par plus accrued interest to February 1, 2001, o after a price n which azis�ia.z o �'�� Y date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the principal office of U.S. Bank `Trust National Association in Saint Paul, Minnesota, on or before February 1, 2001. Dated , 2000. BY ORDER OF THE CITY COUNCIL /s City Clerk Additional information may be obtained from: izi8�is.z ao .-q g �-- bond register as required by the Uniform Commercial Code, but not exchanged for smaller denominations unless the City determines to issue Replacement Bonds as provided below; and WHEREAS, the City will be able to repla the Depository or under certain circumstances to ab don the "global book-entry form" by permitting the G1 al Certificates to be exchanged for smaller d typical of ordinary bonds registered on th register; and "Replacement Bonds" means t representing the Bonds so authenticated Bond Registrar pursuant to paragraphs 6 an �ninations City's bond certificates delivered by.the 12 hereof; and WHEREAS, "Holder" as used h ein means the person in whose name a Bond is registered the registration books of the City maintained by the City reasurer or a successor registrar appointed as provided i paragraph 8(the "Bond Registrar"); and WHEREAS, Rule 15c2-12 the Securities and Exchange Commission prohibits "participa ng underwriters" from purchasing or selling the Bonds unless th City undertakes to provide certain continuing disclosure ith respect to the Bonds; and WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9), ublic sale requirements do not apply to the Bonds if the City etains an independent financial advisor and determines to sell e Bonds by private negotiation, and the City has instead autho zed a competitive sale without publication of notice hereof as a form of private negotiation; and WHEREAS, roposals for Springsted Incorp rated pursuant Terms of Proposa therein: the Bonds have been solicited by to an Official Statement and NOW THEREFORE, BE IT RESOLVED by the Council of the City of aint Paul, Minnesota, as follows: Acceptance of Proposal. The proposal of (the "Purchaser") to purchase $8,400, 0 General Obligation Riverfront Tax Increment Refund' g Bonds, Series 2000D, of the City (the "Bonds", or indiv' ually a"Bond"), al1 in accordance with the Terms of Prop sal for the bond sale, at the rates of interest set for hereinafter, and to pay for the Bonds the sum of $ , plus interest accrued to settlement, is izians.z 4 00 -°l9r hereby found, determined and declared to be the most favorable proposal received and is hereby accepted, and Bonds are hereby awarded to the Purchaser. The Direct , Office of Financial Services, or his designee, is di cted to retain the deposit of the Purchaser and to fort ith return to the others making proposals their good ith checks or drafts. 2. Title• Ori inal Issue Date• Den inations• Maturities. The Bonds shall be titled "Gen al Obligation Riverfront Tax Increment Refunding Bonds, eries 2000D", shall be dated November 1, 2000, as the te of original issue and shall be issued forthwith on r after such date as fully registered bonds. The Bonds sh 1 be numbered from R-1 upward. Global Certificates sha each be in the denomination of the entire princip amount maturing on a single date, or, if a portion of id principal amount is prepaid, said principal amount 1 ss the prepayment. Replacement Bonds, if issued a provided in paragraph 6, shall be in the denomination $5,000 each or in any integral multiple thereof o a single maturity. Unless called for early redemptio-, the Bonds shall mature on February 1 in the years a d amounts as follows: Year Amoun Year Amount 2002 2003 2004 2005 2006 2007 � • • a,' � � �� .:@` 1�/ , ?(� � � � •�� 2008 2009 2010 2011 2012 $810,000 850,�00 890,000 930,000 995,000 3. Purpose; Findinas. The Bonds (together with other ava' able funds in the Debt Service Account created for the P ior Bonds and Taxable Bonds) shall provide funds for a c rent refunding of all of the HRA's outstanding Prior nds maturing after 2001 (which callable Prior Bonds are h ein also referred to as the "Refunded Bonds"). The Prio Bonds were issued to refund a series of temporary i2lans.z 5 �o- �°t �-- bonds first issued in 1987 which financed the costs of various public improvements and private improvements (the "Improvements") constituting public costs of redevelopm t made with respect to the Riverfront Project Area. It 's hereby found, determined and declared that this refu ing is pursuant to Minnesota Statutes, Section 475.67, an �s necessary or desirable for the reduction of debt rvice costs. 4. Interest_ The Bonds shall payable semiannually on February 1 and . (each, an "Interest Payment Date"?, comi 2001, calculated on the basis of a 360- 30-day months, at the respective rates opposite the maturity years as follows� bear nterest ugu 1 of each year e ing August 1, year of twelve r annum set forth Maturity Year Interest Rate 2002 2003 2004 2005 2006 2007 % 2008 2009 2010 2011 2012 Interest Rate % 5. Descri tion `t the Global Certlticates anct Global Book-Entr S ste � Upon their original issuance the Bonds will be issued i.`the form of a single Global Certifi- cate for each maturit deposited with the Depository by the Purchaser and immobi zed as provided in paragraph 6. No beneficial owners o�interests in the Bonds will receive certificates repre enting their respective interests in the Bonds except as p,ovided in paragraph 6. Except as so provided, durin the term of the Bonds, beneficial ownership (and subsequen transfers of beneficial ownership) of interests in e Global Certificates will be reflected by book entries ade on the records of the Depository and its Participant and other banks, brokers, and dealers partici- pating in e National System. The Depository's book entries o beneficial ownership interests are authorized to be in i rements of $5,000 of principal of the Bonds, but not sm ler increments, despite the larger authorized denom' ations of the Global Certificates. Payment of pri ipal of, premium, if any, and interest on the G1oba1 Cer ificates will be made to the Bond Registrar as paying i2is�ia.z 6 D d -`t1 �- purchase price, and the Purchaser shall not be obliged o see to the proper application thereof. After the Prio Bonds are redeemed, any unexpended proceeds of the s e of the Prior Bonds shall be held by or at the directio of the HRA, shall be expended for the purposes for which �ie Prior Bonds were issued, and after the costs of the Im 'ovements financed thereby have all been paid any excess 'all be paid to the City for deposit in the Dekit Service A ount. 17. Fund and Accounts. There is eated hereby and by the resolution relating to the Prio and Taxable Bonds a special fund of the City esignated the "Riverfront Bond Fund" (the "Fund"), to��e held and administered by the Director, Office oi Financial Services, separate and apart from all other ac f 'unts of the City. For the convenience and proper administ,ation of the moneys to be borrowed and repaid on the Bond,�; Taxable Bonds and Prior Bonds, and to make adequate and s<ecific security to the Purchaser and holders from time o time of the Bonds, Taxable Bonds and Prior Bonds, here are hereby created in the Fund the accounts provide,�below, to be administered and maintained as bookkeeping ac ounts in the Fund separate and apart from all other accou , s maintained therein. The Fund shall be maintained in th ,Jmanner herein specified until all of the Prior Bonds have en paid and until all of the Bonds and Taxable Bonds and t� interest thereon have been fully paid. There shall be aintained in the Fund two (2) separate accounts, to� e designated the "Refunding Account" and "Debt Service Ac, unt", respectively. (i) Ref din Account. All proceeds of the sale of the Bonds:�shall be deposited in the Refunding Account and-(1) used in paying the Refunded Bonds upon their rede tion on February 1, 2001, and (2) used to pay costs f issuing the Bonds. The moneys in the Refundin- Account shall be used solely for the purposes herein t forth and for no other purpose. Any excess in the efunding Account after the payment of the Refun d Bonds and the costs of issuing the Bonds shall be d osited in the Debt Service Account. (ii) Debt Service Account. To the Debt Service nt there is hereby pledged and irrevocably 2 41 � a-- appropriated and there shall be credited: (1) all accrued interest on the Bonds and all amounts rec ' ed from the Purchaser in excess of $ for he Bonds; (2) tax increments derived from the Riv front Tax Increment District, subject to any prior' pledges of such tax increments and provided that ta increments in excess of amounts necessary to pay the incipal of and interest on the Bonds and Taxable Bo s may be used otherwise as provided by law; (3) rece' s from the HRA pursuant to the Payment Agreement (as efined in paragraph 18); (4) any collections all taxes hereafter levied for the payment o the Bonds or Taxable Bonds and interest thereo ;(5) all investment earnings on funds in the Debt 5 ice Account; and (6) any and a11 other moneys which re properly available and are appropriated by the g erning body of the City to the Debt Service Account. The amount of any surplus remaining in the Debt Serv' e Account when the Bonds and Taxable Bonds and int est thereon are paid shall be used consistent with innesota Statutes, Section 475.61, Subdivision 4. The moneys in the De Service Account shall be used solely to pa� the princ' al and interest and an� premiums for redemption of the nds and Taxable Bonds and any other bonds of the City her fter issued by the City and made payable from the Deb 'Service Account as provided by law, or to pay any rebate e to the United States. No portion of tne proceeds of t Bonds shall be used directly or indirectly to ac ire higher yielding investments or to replace funds w'ch were used directly or indirectly to acquire higher `ielding investments, except (1) for a reasonable te, orary period until such proceeds are needed for the purp e for which the Bonds were issued, and (2) in addition to he above in an amount not greater than $100,000. ��o this effect, any proceeds of the Bonds and any sums from �ime to time held in the Refunding Account or Debt Service ccount allocated to the Bonds (or any other City account�hich will be used to pay principal or interest to become due on the Bonds) in excess of amounts which under then- pplicable federal arbitrage regulations may be inve without regard as to yield shall not be invested at a y eld in excess of the applica�le yield restrictions zia�is.z 4 2 ��tr�t� pa$�.s Presented By Referred To Committee: Date �.y ACCEPTING BID ON SALE OF APW� r�x`�^ � $8,400,000 GENERAL OBLIGATION RIVERFRONT TAX INCREMENT " REFUNDING BONDS, SERIES 2000D, PROVIDING FOR THEIR ISSUANCE, AND PLEDGING TAX INCREMENTS AND CERTAIN RECEIPTS FOR THE PAYMENT THEREOF WHEREAS, the Director, Office of Financial Services, has presented proposals received for the sale $8,400,000 General Obligation Riverfront Tax Increment Refunding Bonds, Series 2000D (the "Bonds"), of the City Saint Pau1, Minnesota (the "City"); and WHEREAS, the proposals set forth on Exhibit A attached hereto were received pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:00 A.M., Central Time, this same day; and of a rox�v�� of WHEREAS, the Director, Office of Financial - Services, has advised this Council that the proposal of kvi�t�insea S►wd.�c� E"rlcy d Cc, �,,, found to be the most advantageous and has recomme�' nded that said proposal be accepted; and WHEREAS, the City Council of the City has heretofore determined that it is necessary and expedient provide moneys for a current refunding of the outstanding bonds of the General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993C, dated February 1, 1993, as the date of original issue (the "Prior Bonds"), which are callable on February 1, 2001, and on any day thereafter; _ p �.-}�, a5� a000 �� `�4� 5� <o� �'i1 � �i �- RESOLUTION OF SAINT PAUL, MINNESOTA Council File# oa - `i�-�. Green Sheet # �0 \` �i Y fT.7 and izia�ia.z 1 oo-�� WHEREAS, refunding the outstanding Prior Bonds maturing after February l, 2001, is consistent with covenants made with the holders thereo£, and is necessary and desirable for the reduction of debt service costs; and WHEREAS, bonds of the City's $3,240,000 Taxable General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993D (the "Taxable Bonds"), are still outstanding and will be on a parity of lien with the Bonds; and WHEREAS, the City and the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA"), have jointly established the Riverfront Redevelopment Project and Development District (the "Riverfront Project Area"), being the tax increment financing district established as a redevelopment district under the tax increment act (the "Riverfront Tax Increment District") pursuant to the tax increment act, a joint powers agreement described below, and resolutions adopted by the HRA on November 4, 1987, and by the City on November 10, 1987, tax increments from which are pledged to the payment of the Prior Bonds and Taxable Bonds, and are pledged herein to the payment as well of the Bonds; and WHEREAS, with respect to the Riverfront Tax Increment District the City and HRA have previously entered into a Joint Powers Agreement dated as December 1, 1987, as amended by a First Amendment dated as of December 1, 1990 (as amended, the "Joint Powers Agreement"), in which the City has designated the HRA as the party to receive all tax increments of the Riverfront Tax Increment District but the HRA has covenanted to enter into a pledge agreement relating to any of the City's general obligation bonds with respect to the Riverfront Tax Increment District; and WHEREAS, to avoid a tax levy for the Bonds and Taxable Bonds it is necessary and desirable to pledge to the payment of the Bonds and Taxable Bonds, to the extent necessary after first utilizing tax increments of the Riverfront Tax Increment District, receipts from the HRA pursuant to a Payment Agreement; and 1218718.2 2 ��'�q9'}- WHEREAS, the City has heretofore issued registered obligations in certificated form, and incurs substantial costs associated with their printing and issuance, and substantial continuing transaction costs relating to their payment, transfer and exchange; and WHEREAS, the City has determined that significant savings in transaction costs will result from issuing bonds in "global book-entry form", by which bonds are issued in certificated form in large denominations, registered on the books of the City in the name of a depository or its nominee, and held in safekeeping and immobilized by such depository, and such depository as part of the computerized national securities clearance and settlement system (the "National System") registers transfers of ownership interests in the bonds by making computerized book entries on its own books and distributes payments on the bonds to its Participants shown on its books as the owners of such interests; and such Participants and other banks, brokers and dealers participating in the National System will do likewise (not as agents of the City) if not the beneficial owners of the bonds; and WHEREAS, "Participants" means those financial institutions for whom the Depository effects book-entry transfers and pledges of securities deposited and immobilized with the Depository; and 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"), will act as such depository with respect to the Bonds except as set forth below, and the City has heretofore delivered a letter of representations (the "Letter of Representations") setting forth various matters relating to the Depository and its role with respect to the Bonds; and WHEREAS, the City will deliver the Bonds in the form of one certificate per maturity, each representing the entire principal amount of the Bonds due on a particular maturity date (each a"Global Certificate"), which single certificate per maturity may be transferred on the City's iziana.z 3 a�.��aGd bond register as required by the Uniform Commercial Code, but not exchanged for smaller denominations unless the City determines to issue Replacement Bonds as provided below; and WHEREAS, the City will be able to replace the Depository or under certain circumstances to abandon the "global book-entry form'� by permitting the Global Certificates to be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond register; and "Replacement Bonds" means the certificates representing the Bonds so authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and WHEREAS, "Holder" as used herein means the person in whose name a Bond is registered on the registration books o£ the City maintained by the City Treasurer or a successor registrar appointed as provided in paragraph 8(the "Bond Registrar"); and WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to provide certain continuing disclosure with respect to the Bonds; and WHEREAS, pursuant to Minnesota 5tatutes, Section 475.60, Subdivision 2(9), public sale requirements do not apply to the Bonds if the City retains an independent 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£orm 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; and WHEREAS, in the Terms of Proposal relating to the Bonds the City reserved the right to increase or decrease the issue size from the proposed $8,400,000 by not to exceed $20,000, and to adjust the purchase price so that the adjusted purchase price bears the same ratio to the adjusted principal as the proposalbears to $8,400,000; and the Purchaser has agreed to a greater adjustment; and WHEREAS, the City has determined to adjust the principal amount from the proposed $8,400,000 by $65,000 decrease: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: l. Acce�tance of Proposal. The proposal of Autchinson Shockey Erley & Co. (the "Purchaser") to purchase $8,400,000 General Obligation Riverfront Tax Increment Refunding Bonds, Series 2000D, of the City (the "BOnds", or individually a "Bond°), all in accordance with the Terms of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the Bonds the sum of $8,390,294.55, plus interest accrued to settlement, is izia�ie.z 4 AYY�L�G a� hereby found, determined and declared to be the most favorable proposal received and is hereby accepted for the bonds in the aggregate principal amount of $8,335,000 and the purchase price of $8,325,369.65, plus accrued interest to settlement, 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; Original Issue Date: Denominations- Maturities. The Bonds shall be in the aggrgate principal amount of $8,335,000, shall be titled "General Obligation Riverfront Tax Increment Refunding Bonds, Series 2000D", sha11 be dated November 1, 2000, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R-1 upward. Global Certificates shall each be in the denomination of the entire principal amount maturing on a single date, or, if a portion of said principal amount is prepaid, said principal amount less the prepayment. Replacement Bonds, if issued as provided in paragraph 6, sha11 be in the denomination of $5,000 each or in any �ntegral multiple thereof of a single maturity. Unless called for early redemption, the Bonds shall mature on February 1 in the years and amounts as follows: Year Amount Year Amount 2002 $485,000 2003 605,000 2004 55G,000 2005 675,000 2006 715,000 2007 760,000 2008 2009 2010 2011 2012 $805,000 845,000 880,000 925,000 990,000 Such maturities, compared to the Terms of Proposal for the Bonds, reflect a$65,000 aggregate decrease in the following years and amounts: $10,000 each in 2002 and 2010 and $5,000 each in all other maturities. 3. Puroose; Findinqs. The Bonds (together with other available funds in the Debt Service Account created for the Prior Bonds and Taxable Bonds) shall provide funds for a current refunding of all of the HRA's outstanding Prior Bonds maturing after 2001 (which callable Prior Bonds are herein also referred to as the "Refunded Bonds"). The Prior Bonds were issued to refund a series of temporary i�ie�ie.z 5 (��.�� bonds first issued in 1987 which financed the costs of various public improvements and private improvements (the "Improvements") constituting public costs of redevelopment made with respect to the Riverfront Project Area. It is hereby found, determined and declared that this refunding is pursuant to Minnesota 5tatutes, Section 475.67, and is necessary or desirable for the reduction of debt service costs. 4. Interest The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2001, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Year Interest Rate 2002 2003 2004 2005 2006 2007 4 4 4 4 4 4 50 % 0 50 50 625 625 75 Maturity Year 2008 2009 2010 2011 2012 Interest Rate 4.75 % 4.75 4.75 4.875 5.00 5. Description of the Global Certificates and Global Book-Entry System. Upon their original issuance the Bonds will be issued in the form of a single Global Certifi- cate 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, beneficial ownership (and subsequent transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book entries made on the records of the Depository and its Participants and other banks, brokers, and dealers partici- pating in the National System. The Depository's book entries of beneficial ownership interests are authorized to be in increments of $5,000 of principal of the Bonds, but not smaller increments, despite the larger authorized denominations of the Global Certificates. Payment of principal of, premium, if any, and interest on the Global Certificates will be made to the Bond Registrar as paying izis�is.z 6 6 a� ti9 z— agent, and in turn by the Bond Registrar to the Depository or its nominee as registered owner of the Global Certifi- cates, 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 o£ transferring funds as may be requested by the Holder of a Global Certificate. 6. Immobilization of Global Certificates by the De�ository• Successor Depository• Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, which request is required by the Terms of Proposal, immedi- ately upon the original delivery of the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with the Depository or its agent. The Global Certi- ficates shall be in typewritten form or otherwise as accept- able 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 or its agent on behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the sole holder of record of the Global Certificates and no investor or other party purchasing, selling or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any bond certificates so long as the Depository holds the Global Certificates immobilized from circulation, except as provided below in this paragraph and in paragraph 12. Certificates evidencing the Bonds may not after their original delivery be transferred or exchanged except: (i) Upon registration of transfer of ownership of a Global Certificate, as provided in paragraph 12, (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 subsCitute depository must be both a "clearing corporation" as defined in the Minnesota Uniform Commercial Code at Minnesota Statutes, izie�ia.z � Op �'t'l Z-- 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, (iii) To a substitute depository designated by and acceptable to the City upon (a) the determination by the Depository that the Bonds shall no longer be eligible for its depository services or (b) a determination by the City that the Depository is no longer able to carry out its functions, provided that any substitute depository must be qualified to act as such, as provided in clause (ii) of this subparagraph, or (iv) To those persons to whom transfer is requested in written transfer instructions in the event that: (a) the Depository shall resign or discontinue its services for the Bonds and the City is unable to locate a substitute depository within two (2) months following the resignation or determination of non-eligibility, or (b) upon a determination by the City in its sole discretion that (1) the continuation of the book-entry system described herein, which precludes the issuance of certificates (other than Global Certificates) to any Holder other than the Depository (or its nominee), might adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds, in either of which events the City shall notify Holders of its determination and of the availability of certificates (the "Replacement Bonds") to Holders requesting the same and the registration, transfer and exchange of such Bonds will be conducted as provided in paragraphs 9B and 12 hereof. In the event of a succession of the Depository as may be authorized by this paragraph, the Bond Registrar upon presentation of Global Certificates shall register their izis�ia.z $ ad�`i43— 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. (a) Optional Redemption; Due Date. All Bonds maturing after February l, 2009, shall be subject to redemption and prepayment at the option of the City on such date and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of 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 Global Certificates may be prepaid in $5,000 increments of principal and, if applicable, the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. (b) Notation on Global Certificate. Upon a reduction in the aggregate principal amount of a Global Certificate, the Holder may make a notation of such redemption on the panel provided on the Global Certificate stating the amount so redeemed, or may return the Global Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of such Global Certificate outstanding, unless the Bond Registrar has signed the appropriate column of the panel. (c) Selection of Replacement Bonds. To effect a partial redemption of Replacement Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Replacement Bond having a iziana.s 9 O o -l�l�- common maturity date a distinctive number for each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then select by lot, using such method oP selection as it shall deem proper in its discretion, from the numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Replacement Bonds to be redeemed. The Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned numbers so selected; provided, however, that only so much o£ the principal amount of each such Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. (d) Partial Redemption of Replacement Bonds. If a Replacement Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Replacement Bond, without service charge, a new Replacement Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. (e) Request for Redemption. The Bond Registrar shall call Bonds for redemption and payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior to the redemption date of a request of the City, in written form if the Bond Registrar is other than a City officer. Such request shall specify the principal amount of Bonds to be called for redemption and the redemption date. (f) Notice. Mailed notice of redemption sha11 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 pa� such Bonds at the office of the Bond iaia�ie.z 1 � oo-q�{a- 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 Holder of Bonds to be redeemed, at the address appearing in the Bond Register. Al1 notices of redemption shall state: (a) The redemption date; (b) The redemption price; (c) If less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed; (d) That on the redemption date, the redemption price will become due and payable upon each such Bond, and that interest thereon shall cease to accrue from and after said date; and (e) The place where such Bonds are to be surrendered for payment of the redemption price (which shall be the office of the Bond Registrar). (g) Notice to Depositorv. Notices to The Depository Trust Company or its nominee shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such notice to the Depository on the business day next preceding the date of mailing of such notice to all other Holders. 8. Bond Registrar. U.S. Bank Trust National Association 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. A successor Bond Registrar shall be an officer of the City or a bank or trust company eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may be appointed pursuant to any contract the City and such successor Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the Holders (or izia�ia.z 1 1 �00-'l1�- 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. A. Global Certificates. The Global Certificates, together with the Certificate of Registration, the Register of Partial Payments, the form of Assignment and the registration information thereon, shall be in substantially the following form and may be typewritten rather than printed: izia�is.z 1 2 po -'�9Y UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ GENERAL OBLIGATION RIVERFRONT TAX INCREMENT REFUNDING BOND, SERIES 2000D INTEREST MATURIfiY DATE OF RATE DATE ORIGINAL ISSUE CUSIP February l, November 1, 2000 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises to pay to the registered owner specified above or on 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 February 1 and August 1 of each year (each, an ��Interest Payment Date"), commencing August 1, 2001, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable in same-day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal office of in , Minnesota (the "Bond Registrar"), acting izie�ia.z 1 3 oa ��IR2- as paying agent, or any successor paying agent duly appointed by the Issuer; provided, however, that upon a partial redemption of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion be paid without presentation of this Bond, which payment shall be received no later than 2:30 p.m., Eastern time, and may make a notation on the panel provided herein of such redemption, stating the amount so redeemed, or may return the Bond to the Bond Registrar in exchange for a new Bond in the proper principal amount. Such notation, 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 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 sha11 be received by the Holder no later than 2:30 p.m., Eastern time; and principal and premium payments shall be received by the Holder no later than 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") 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. Date of Payment Not Business Dav. If the date for payment of the principal of, premium, if any, or interest on this Bond sha11 be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Bond Registrar is located are authorized by law or executive izis�is.z 1 4 o a �q�E a- 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 February l, 2009, are subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as the City shall determine; and if only part of the Bonds having a common maturity date are called for prepayment, this Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of Redemgtion. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds are called for redemption, written notice thereof will be given by first class mail mailed not less than 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 shall be used. 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 £or re£erence only, and may not be relied upon by any other person as being in any way determinative of the principal amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the izia�ia.z 1 5 oa � 99 }- 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 xolder 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 Obligation. This Bond is one of an issue in the �otal principal amount of �8,335,000 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 Minnesota Statutes, Section 475.67, and the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on October 25, 2000 (the "Resolution"), for the purpose of providing funds for a current refunding of the City's General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993A. This Bond is payable out of the Debt Service Account of the Riverfront Bond Fund, to which have been pledged tax increments received from the Riverfront Tax Increment District in the City. This Sond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and iull 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 originally only as Global Certificates in the denominaticn of the entire principal amount of the issue maturing on a single date, or, if a portion of said principal amount is prepaid, said principal amount less the prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller denomir_ations except to evidence a partial prepaymen� 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 1218"118.2 1 6 pa � °t1y for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event that: (a) the Depository shall resign or 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 Bond shall be registered in the name of the payee on the books of the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his, her or its name and note the date of registration opposite the name of the payee in the certificate of registration attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this Bond is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of i2iana.z 17 oo-�t�t'�-- the Issuer contained in any agreement with, or notice to, the Bond Registrar. Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other restrictions if required to qualify this Bond as being "in registered form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended. Fees upon Transfer or Loss. The Bond Registrar may require pa�ment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and an� legal or unusual costs regarding transfers and lost Bonds. Treatment of Re�istered Owner. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided texcept as otherwise provided with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication This Bond sha11 not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon sha11 have been executed by the Bond Registrar. Not Oualified Tax-Exempt Obligations. The Bonds have not been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation. IT IS HEREBY CERTIFIED AND RECITED that a11 acts, conditions and things required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and on the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory or Charter limitation of indebtedness. izie�is.z 1 8 O o -49�— IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and countersigned by the photocopied facsimile signature of its Director, Office of Financial Services, the official seal having been omitted as permitted by law. Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Registrable by: Payable at: CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA Mayor Attest: izis�ie.2 1 9 oa-4�}- Bond Registrar City Clerk By Countersigned: Authorized 5ignature Director, Office of Financial Services General Obligation Riverfront Tax Increment Refunding Bond, Series 2000D, No. R- . izia�is.z 2 � 8 0 -1Ra� CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF OF REGISTRAR SIGNATURE REGISTERED OWNER BOND iziana.z 21 0 0 -�tqa- REGISTER OF PARTIAL PAYMENTS The principal amount of the attached Bond has been prepaid on the dates and in the amounts noted below: Signature of Signature of Date Amount Bondholder Bond Reqistrar izia�ia.z Z 3 pp ��.'t �-- If a notation is made on this register, such notation has the effect stated in the attached Bond. Partial payments,do not require the presentation of the attached Bond to the Bond Registrar, and a Holder could fail to note the partial payment here. inana.z 24 o� �qq�-- ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. iusna.z 25 g o ..qq'r— ASSIGNMENT For value received, the undersigned hereby sells, assigns and trans£ers unto the attached Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: izis�ia.z 2 6 O e ..'tq y— (Include information for all joint owners if the Bond is held by joint account.) iaie�za.z 2 � oa��a- B. Replacement Bonds. If the Cit� has notified Holders that Replacement Bonds have been made available as provided in paragraph 6, then for every Bond thereafter transferred or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not previousl� exchanged for Replacement Bonds) the Bond Registrar shall deliver a certificate in the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global Certificate shall not otherwise be required to exchange the Global Certificate for one or more Replacement Bonds since the City recognizes that some beneficial owners may prefer the convenience of the Depository's registered ownership of the Bonds even though the entire issue is no longer required to be in global book- entry form. The Replacement Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form, with paragraphs identical to those of the form of Global Certificate stated by heading or initial text only: izis�ie.z z $ 00 -qq�'"" UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ GENERAL OBLIGATION RSVERFRONT TAX INCREMENT REFUNDING BOND, SERIES 2000D INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP November 1, 2000 REGISTERED OWNER: PRINCIPAL AMOUNT: ��_ _,; KNQW 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 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 February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2001, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , in , (the "Bond Registrar"), actinq 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 izis7is.z 2 9 oo�4q�-- 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"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be qiven to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISION5 SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED IN WITI�IESS WHEREOF, the Cit� of Saint Paul, Ramse�r County, Minnesota, by its City Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be executed on its behalf by the original or facsimile signature of its Mayor, attested by the original or facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its Director, Office of Financial Services. Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION Registrable by: Payable at: _ CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA iziane.2 3 0 0 0 ..q,q a- This Bond is one of the Bonds described in the Resolution mentioned Mayor within. Bond Registrar Attest: City Clerk By Countersigned: Authorized Signature Director, Office of Financial Services (SEAL) izia . z 31 ao-�aa- ON REVERSE OF BOND Date of Fayment Not Business Day. Redemption. All Bonds of this issue (the "Bonds") maturing after February 1, 2009, both inclusive, are subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid ma� be prepaid in such order of maturity and in such amount per maturity as the City shall determine; and if onl� part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by 1ot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of Redemption. Selection of Bonds 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, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 sha11 be redeemed as shall equal $5,000 for each number assigned to it and so 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 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 1218718.2 3 2 oa -�t�cr 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 Band so surrendered. Issuance; Purpose; General Obliqation. Denominations; Exchange; Resolution. The Bonds are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fu11y registereci 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. T`his Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar sha11 authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. Treatment of Registered Owner. Authentication izie�ie.z 3 3 flfl -'`�aa— Not Oualified Tax-Exempt Obligations. ABBREVIATIONS izie�is.z 3 4 � ��q � ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.? izia7ia.z 3 5 t� o -`t�t 10. Execution The Bonds shall be executed on behalf of the City by the signatures of its Mayor, Clerk and Director, Office of Financial Services, each with the effect noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed or photocopied facsimile; and provided further that any of such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of any such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the 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 Registration. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the Cit� on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated. For purposes of delivering the original Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the date of original issue, which date is November 1, 2000. 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, iziens.z 36 �O—`t the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. A Global Certificate shall be registered in the name of the payee on the books of the Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar, who will endorse his or her name and note the date of registration opposite the name of the payee in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be transferred by delivery with an assignment duly executed by the Holder or his, her or its legal representative, and the City and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until a Global Certificate is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted thereon by the Bond Registrar, all subject to the terms and conditions provided in this resolution and to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar. Transfer of a Global Certificate may, at the direction and expense of the City, be subject to other restrictions if required to qualify the Global Certificates as being "in registered form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended. If a Global Certificate is to be exchanged for one or more Replacement Bonds, all of the principal amount of the Global Certificate shall be so exchanged. Upon surrender for transfer of any Replacement Bond at the principal office of the Bond Registrar, the City shall execute (if necessary}, and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 11) of, and deliver, in the name of the designated transferee or transferees, one or more new Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount, having izia�is.z 3 7 Oo-4q�- the same stated maturity the transferor; provided, registered in blank or in designation. and interest rate, as requested by however, that no bond may be the name of "bearer" or similar At the option of the Holder of a Replacement Bond, Replacement Bonds may be exchanged for Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are so surrendered £or exchange, the City shall execute (if necessary), and the Bond Registrar sha11 authenticate, insert the date of registration of, and deliver the Replacement Bonds which the Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for Global Certificates of smaller denominations. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. Al1 Bonds delivered in exchange for or upon transfer of Bonds sha11 be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Ever� Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The sufficient to payable in co Bond and any lost Bonds. Bond Registrar may require payment of a sum cover any tax or other governmental charge nnection with the transfer or exchange of any legal or unusual costs regarding transfers and izia�ia.z 3 8 00 -9K a Transfers sha11 also be subject to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. 13. Rights Upon Transfer or Exchan4e. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 14. Interest Payment; Record Date. Interest on any Global Certificate shall be paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar, and in each case at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month preceding such Interest Payment Date�(the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date"} fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (l0) days prior to the Special Record Date. 15. Holders; Treatment of Registered 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 sha11 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 iziana.z 39 oa -qg �— certificate from the person in whose name the Bond is registered identifying such beneficial owner. (B) The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. (C) Any consent, request, direction, approval, objection or other instrument to be signed and executed by the Holders may be in any number of concurrent writings of similar tenor and must be signed or executed by such Holders in person or by agent appointed in writing. Proof o£ the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this resolution, and shall be conclusive in favor of the City with regard to any action taken by it under such request or other instrument, namely: (1) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or b� an affidavit of any witness to such execu�ion. (2) Subject to the provisions of subparagraph (A) above, the fact of the ownership by any person of Bonds and the amounts and numbers of such Bonds, and the date of the holding of the same, may be proved by reference to the bond register. 16. Delivery: Application of Proceeds; Proceeds of Prior Bonds. The Global Certificates when so prepared and executed shall be delivered by the Director, Office of Financial Services, to the Purchaser upon receipt of the izie�ia.z 4 0 A�.��..1► purchase price, and the Purchaser sha11 not be obliged to see to the proper application thereof. After the Prior Bonds are redeemed, any unexpended proceeds of the sale of the Prior Bonds shall be held by or at the direction of the HRA, shall be expended for the purposes for which the Prior Bonds were issued, and after the costs of the Improvements financed thereby have all been paid any excess shall be paid to the City for deposit in the Debt Service Account. 17. Fund and Accounts. There is created hereby and by the resolution relating to the Prior Bonds and Taxable Bonds a special fund of the City designated the "Riverfront Bond Fund" (the "Fund"), to be held and administered by the Director, Office of Financial Services, separate and apart from all other accounts of the City. For the convenience and proper administration of the moneys to be borrowed and repaid on the Bonds, Taxable Bonds and Prior Bonds, and to make adequate and specific security to the Purchaser and holders from time to time of the Bonds, Taxable Bonds and Prior Bonds, there are hereby created in the Fund the accounts provided below, to be administered and maintained as bookkeeping accounts in the Fund separate and apart from all other accounts maintained therein. The Fund shall be maintained in the manner herein specified until all of the Prior Sonds have been paid and until all of the Bonds and Taxable Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two (2) separate accounts, to be designated the "Refunding Account" and "Debt Service Account", respectively. (i) Refunding Account. All proceeds of the sale of the Bonds other than amounts representing accrued interest shall be deposited in the Refunding Account and (1) used in paying the Refunded Bonds upon their redemption on Februar� 1, 2001, and (2) used to pay costs of issuing the Bonds. The moneys in the Refunding Account shall be used solely for the purposes herein set forth and for no other purpose. Any excess in the Refunding Account after the payment of the Refunded Bonds and the costs of issuing the Bonds shall be deposited in the Debt Service Account. (ii) Debt Service Account. To the Debt Service Account there is hereb� pledged and irrevocably izia7ia.z 4 1 ��...�.#,�.i� appropriated and there shall be credited: (1) all accrued interest on the Bonds; (2? tax increments derived from the Riverfront Tax Increment District, subject to any priority pledges of such tax increments and provided that tax increments in excess of amounts necessary to pay the principal of and interest on the Bonds and Taxable Bonds may be used otherwise as provided b�r 1aw; (3) receipts £rom the HRA pursuant ta the Payment Agreement (as defined in paragraph 18); (4) any collections of all taxes hereafter levied for the payment of the Bonds or Taxable Bonds and interest thereon; (5) any amounts transferred from the the Refunding Account; (6} a11 investment earnings on funds in the Debt Service Account; and (7) any and all other moneys which are properly available and are appropriated b� the governing body of the City to the Debt Service Account. The amount of any surplus remaining in the Debt Service Account when the Bonds and Taxable Bonds and interest thereon are paid shall be used consistent with Minnesota Statutes, Section 475.61, Subdivision 4. The moneys in the Debt Service Account sha11 be used solely to pay the principal and interest and any premiums for redemption of the Bonds and Taxable Bonds and any other bonds of the City hereafter issued by the City and made payable from the Debt Service Account as provided by law, or to pay any rebate due to the United States. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directl� 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 e£fect, any proceeds of the Bonds and any sums from time to time held in the Refunding Account or Debt Service Account allocated to the Bonds (or any other City account which will be used to pay principal or interest to become due on the Bonds) in excess of amounts which under then-applicable federal arbiCrage regulations may be invested without regard as to yield shall not be invested at a�rield in excess of the applicable yield restrictions izie�ie.2 4 2 0 O�'t't� imposed by said arbitrage regulations on such investments after taleing 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 allocated to the Bonds in the Refunding ACC011rit or Debt Service Account shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code"}. 18. Pled�e of Tax Increments; Pledae of Amounts Received under Payment Agreement; Coveracie Test. The tax increments derived from the Riverfront Tax Increment District are hereby pledged to the payment of the Bonds and Taxable Bonds and the interest thereon, but solely to the extent required to meet, with other pledged sources, one hundred five percent (1050) of the principal and interest requirements of the Bonds and Taxable Bonds. The payments received under the Payment Agreement dated as of November l, 2000, by and between the City and HRA (the "Payment Agreement"), are hereby pledged to the payment of the Bonds and Taxable Bonds and the interest thereon, but solely to the extent required to meet, after the application of tax increments and other pledged sources to such purpose, one hundred five percent (105%) af the principal and interest requirements of the Bonds and Taxable Bonds. The Mayor, Clerk and Director, Office of Financial Services, are hereby authorized and directed to execute the Payment Agreement in substantially the form presented at this meeting, with such changes thereto and modifications thereof as are necessary, appropriate and approved by Bond Counsel or the City Attorney. izia�ie.2 4 3 Ofl �qq �- Tax increments shall be used for the payment of the Bonds and Taxable Bonds before payments received under the Payment Agreement. The pledge of payments received under the Payment Agreement to the payment of the Bonds and Taxable Bonds may be released or cancelled by the City with the concurrence of the HRA, but only if at the time of such release or cancellation taxes or revenues (including any substitute revenues) pledged to the payment of the Bonds and Taxable Bonds are estimated to be sufficient to pay one hundred five percent (lOSo) of the principal and interest requirements of the Bonds and Taxable Bonds. The tax increments and Payment Agreement receipts are such that if collected in full they, together with estimated collections of investment earnings and other revenues herein pledged £or the payment of the Bonds and Taxable 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 and Taxable Bonds. Annually at the times taxes are required to be levied the City shall estimate the sufficiency of the Debt Service Account. In the event that it is anticipated that the aggregate amount in (or to be timely received in) the Debt Service Account will not be sufficient to pay principal of and interest on the Bonds and Taxable Bonds to become due in the next eighteen (18) months, the City shall levy an ad valorem tax in such amount as is estimated, with other sources, to be necessary to pay the principal of, and interest on, the Bonds and Taxable Bonds to become due during such period. The Bonds and Taxable Bonds shall be on a parity of lien. 19. Tax Increments; Tax Increment Pledqe Ac�reement. The Count� Auditor has certified the original tax capacity of real property within the Riverfront Tax Increment District. Under the provisions of Minnesota Statutes, Section 469.177, and the Joint Powers Agreement, the County Treasurer will remit to the HRA as tax increment iaia�ia.z 4 4 00�4'ts- that portion of the taxes paid each year on real property in the Riverfront Tax Increment District which represents the taxes on captured tax capacity (being tax capacity of the property less said original tax capacity). Tax increments not required to pay the principal of and interest on the Bonds and T�able Bonds may be used for any proper purpose. Prior to issuance of the Bonds, the Cit�r and HRA shall enter into an agreement (the "Tax Increment Pledge Agreement") under the terms of which the tax increments derived from the Riverfront Tax Increment District shall be paid directly to the City and pledged to the payment of the Bonds and Taxable Bonds and interest thereon. The estimated collection of such tax increments exceeds twenty percent (200) of the principal and interest to become due on the Bonds and Taxable Bonds within the meaning of Minnesota Statutes, Section 475.58. Tax increments of the Riverfront Tax Increment District may be pledged to other purposes by the HRA. The priority of such pledges may be superior, subordinate, or on a parity with the pledge made in this resolution, such priority to be determined at the time thereof. A superior or parity pledge of tax increments shall only be made with the consent of the City, but a subordinate pledge may be made without the consent of the City. Notwithstanding any grovision herein to the contrary, the City reserves the right to terminate or reduce the tax increments herein pledged to the payment of the Bonds and Taxable Bonds and interest thereon to the extent and in the manner permitted by law so long as such action does not preclude the City from paying when due the debt service on the Bonds and Taxable Bonds or otherwise impair the City's full faith and credit pledge. 20. General Obligation 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 sha11 be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay al1 principal and interest then due on the Sonds and Taxable Bonds gayable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such izisns.z 45 0 o-q� �- purpose, including the general other funds may be reimbursed the Debt Service Account when available therein. fund of the City, and such with or without interest from a sufficient balance is 21. Other Redemption Mone�s. To the extent that the proceeds of the Bonds are not sufficient to pay the redemption price of the Prior Bonds, said redemption price sha11 be paid from moneys in the Debt Service Account for the Prior Bonds. 22. Refunded Bonds; Securitv. Until retirement of the Refunded Bonds, all provisions heretofore made for the security thereof shall be observed by the City and HRA and all of their officers and agents. 23. Redemption of Refunded Bonds. The Refunded Bonds sha11 ba redeemed and prepaid on February l, 2001, all in accordance with the terms and conditions set forth in the Notice of Call for Redemption attached hereto as Exhibit B, which terms and conditions are hereby approved and incorporated herein by reference. A Notice of Call for Redemption in substantially such form sha11 be given to the Bond Registrar for the Prior Bonds, who shall mail notice of redemption of the Prior Bonds not less than thirty (30) days prior to the redemption date. 24. Certificate of Registration. The Director, Office of Financial Services, is hereby directed to file a certified copy of this resolution with the officer of Ramse� 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 Count� Auditor's Bond Register, and that the Tax Increment Pledge Agreement has been filed with the County Auditor. 25. Records and Certificates The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and izia�is.a 4 6 oa-a a�-- 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. 26. Neaative Covenants as to Use of Proceeds and Improvements. The City hereby covenants not to use (or permit the HRA to use) the proceeds of the Bonds or to use (or permit the HRA to use) the Improvements financed with the proceeds of the bonds refunded by the Prior Bonds, or to cause or permit (or permit the HRA to cause or permit) them or any of them to be used, or to enter into (or permit the HRA to enter into) any deferred payment arrangements for the cost of such 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 (or to permit the HRA 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. 27. Tax-Exempt Status of the Bonds; Rebate; Elections. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation requirements relating to temporar� 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. If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Bonds, and izia�is.z 4 7 00 -�t'1a- all such elections shall be, and shall be deemed and treated as, elections of the City. 28. No Designation of Qualified Tax-Exempt Obligations. The Bonds, together with other obligations issued b� the City in 2000, 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. 29. Letter of Representations. The Letter of Representations for the Bonds is hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the City and received and accepted by The Depository Trust Company. So long as The Depository Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the provisions of the Letter of Representations, as it may be amended or supplemented by the Cit� from time to time with the agreement or consent of The Depository Trust Company. 30. Neaotiated Sale. The City has retained Springsted Incorporated as an independent financial advisor, and the City has heretofore determined, and hereby determines, to sell the Bonds,by private negotiation, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(9). 31. Continuina Disclosure. The City is an obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described, to: A. Provide or cause to be provided to each nationally recognized municipal securities information repository {��NRMSIR") and to the appropriate state information depository ("SID"), if any, for the State of Minnesota, in each case as designated by the Commission in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the Municipal Securities izis�is.z 4 8 o a -aa�— Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking. The City agrees that its covenants pursuant to the Rule set forth in this paragraph 31 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf o£ such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and Director, Office of Financial Services, or any other officers of the City authorized to act in their stead (the "Officers"), are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council, subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers. 32. Severabilitv. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforce- ability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 33. Headincrs. Headings in this resolution are included for convenience of reference only and are not a part hereof, and sha11 not limit or define the meaning of any provision hereof. �7 a� -41a- Adopted by Council: Date ��' �� s a Adoption Certified by Council Secretary By: •.. � -• - -.. .-.. • . 1 � .� � �, ✓f_,�::>. '_<s- � � / _ �_� �_ i �rL��.I Form Ap ved by City Attorney g��i- �. �'� /fi�� /�_ Approve y ayor for ' ion to Council By: ivana.z 50 0 o-t�� of Rnancial Services �anrz000 No 101162 GREEN SHEET nFV�rtmrert ow¢troa �5c:�.ss:'� ancou¢� asswx NUMBERFOR RounxG TOTAL # OF SIGNATURE PAGES ❑2 c�rv�Troa�r ❑ arvatwc ❑nuxcw.s�avcFSOx. ❑ra�w¢u�mnuccre � �� ❑ 1_ (CLIP ALL LOCATIONS FOR SIGNATURE) i�s resolution accepts tl�e winning proposal and awards tlre bid forthe 58.400,000 G.O. verfroM Taz IrxremeM Refunding Bonds. Series 2000D. This is a compefilive baW sale arM tlie award 9a�9 to the bidder found most advant�eous Oovreat eost) W Me Cily. PLANNING CAMMISSION CIB CAMMffTEE CIVIL SERVICE CAMMISSION Has this persoMrm ever wvrked under a contract for this tlepartmeM? YES NO Has Nis peisoMrtn ever been a dty empbyee� YES NO Dces [his persoMrm possess a sldll n� nom�alry possessed by any currerR city empbyee? YES NO Is this persorvhrm a targetetl ventloY7 YES NO and atlach [o areen shee[ xitls are forthe purpose of reNnding the General Obligation RiverfmM Ta�c Increment ReNnding Bontls, Series 1993C at lower iMerest raM, arM will be repaid by Taz Increments distnct aM revenuex Mthe HRA be avnifable far the retu�i�g. certain street imprwemaRS will not he arailable. AMOUNT OF iRANSACTION S se.aaa000 SOURCE C0.4T/REVENUE BUDCiETED (qRCLE ON� ACTNITY NUMBER VES NO (ExPWN) po-t'� EXHIBITS E�ibit A - Proposals Exhibit B - Notice of Call for Redemption szis�ia.z DO _� �a- ExxzBZT B NOTICE OF CALL FOR REDEMPTION $8,375,000 GENE OBLIGATION RIVERFRONT TAX INCREMENT REFUNDING BONDS, SERIES 1993C CITY OF SAINT PAUL RAMSEY COUNTY MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Saint Paul, Ramsey County, Minnesota, there have been called for redemption and prepayment on February 1, 2001, outstanding bonds of the City designated as General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993C, bearing a date of original issue of February l, 1993, having stated maturity dates in the years set forth below, bearing interest at the rates per annum set forth below for such maturity years, bearing the CUSTP numbers set forth below for such maturity years and totaling $8,375,000 in principal amount: Maturity Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Interest Rate $ 550,000 575,�Q0 625,000 650,000 700,000 750,000 800,000 850,000 900,000 950,000 1,025,000 CUSIP Number 792880 792880 792880 792880 792880 792880 792880 792880 792880 792880 792880 YT7 YWO YZ3 ZBS ZD1 ZF6 ZH2 ZK5 ZM1 ZP4 ZRO `Phe entire outstanding amount of the issue maturing 2001 is being called. The bonds are being called at of par plus accrued interest to February 1, 2001, o after a price n which azis�ia.z o �'�� Y date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the principal office of U.S. Bank `Trust National Association in Saint Paul, Minnesota, on or before February 1, 2001. Dated , 2000. BY ORDER OF THE CITY COUNCIL /s City Clerk Additional information may be obtained from: izi8�is.z ao .-q g �-- bond register as required by the Uniform Commercial Code, but not exchanged for smaller denominations unless the City determines to issue Replacement Bonds as provided below; and WHEREAS, the City will be able to repla the Depository or under certain circumstances to ab don the "global book-entry form" by permitting the G1 al Certificates to be exchanged for smaller d typical of ordinary bonds registered on th register; and "Replacement Bonds" means t representing the Bonds so authenticated Bond Registrar pursuant to paragraphs 6 an �ninations City's bond certificates delivered by.the 12 hereof; and WHEREAS, "Holder" as used h ein means the person in whose name a Bond is registered the registration books of the City maintained by the City reasurer or a successor registrar appointed as provided i paragraph 8(the "Bond Registrar"); and WHEREAS, Rule 15c2-12 the Securities and Exchange Commission prohibits "participa ng underwriters" from purchasing or selling the Bonds unless th City undertakes to provide certain continuing disclosure ith respect to the Bonds; and WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9), ublic sale requirements do not apply to the Bonds if the City etains an independent financial advisor and determines to sell e Bonds by private negotiation, and the City has instead autho zed a competitive sale without publication of notice hereof as a form of private negotiation; and WHEREAS, roposals for Springsted Incorp rated pursuant Terms of Proposa therein: the Bonds have been solicited by to an Official Statement and NOW THEREFORE, BE IT RESOLVED by the Council of the City of aint Paul, Minnesota, as follows: Acceptance of Proposal. The proposal of (the "Purchaser") to purchase $8,400, 0 General Obligation Riverfront Tax Increment Refund' g Bonds, Series 2000D, of the City (the "Bonds", or indiv' ually a"Bond"), al1 in accordance with the Terms of Prop sal for the bond sale, at the rates of interest set for hereinafter, and to pay for the Bonds the sum of $ , plus interest accrued to settlement, is izians.z 4 00 -°l9r hereby found, determined and declared to be the most favorable proposal received and is hereby accepted, and Bonds are hereby awarded to the Purchaser. The Direct , Office of Financial Services, or his designee, is di cted to retain the deposit of the Purchaser and to fort ith return to the others making proposals their good ith checks or drafts. 2. Title• Ori inal Issue Date• Den inations• Maturities. The Bonds shall be titled "Gen al Obligation Riverfront Tax Increment Refunding Bonds, eries 2000D", shall be dated November 1, 2000, as the te of original issue and shall be issued forthwith on r after such date as fully registered bonds. The Bonds sh 1 be numbered from R-1 upward. Global Certificates sha each be in the denomination of the entire princip amount maturing on a single date, or, if a portion of id principal amount is prepaid, said principal amount 1 ss the prepayment. Replacement Bonds, if issued a provided in paragraph 6, shall be in the denomination $5,000 each or in any integral multiple thereof o a single maturity. Unless called for early redemptio-, the Bonds shall mature on February 1 in the years a d amounts as follows: Year Amoun Year Amount 2002 2003 2004 2005 2006 2007 � • • a,' � � �� .:@` 1�/ , ?(� � � � •�� 2008 2009 2010 2011 2012 $810,000 850,�00 890,000 930,000 995,000 3. Purpose; Findinas. The Bonds (together with other ava' able funds in the Debt Service Account created for the P ior Bonds and Taxable Bonds) shall provide funds for a c rent refunding of all of the HRA's outstanding Prior nds maturing after 2001 (which callable Prior Bonds are h ein also referred to as the "Refunded Bonds"). The Prio Bonds were issued to refund a series of temporary i2lans.z 5 �o- �°t �-- bonds first issued in 1987 which financed the costs of various public improvements and private improvements (the "Improvements") constituting public costs of redevelopm t made with respect to the Riverfront Project Area. It 's hereby found, determined and declared that this refu ing is pursuant to Minnesota Statutes, Section 475.67, an �s necessary or desirable for the reduction of debt rvice costs. 4. Interest_ The Bonds shall payable semiannually on February 1 and . (each, an "Interest Payment Date"?, comi 2001, calculated on the basis of a 360- 30-day months, at the respective rates opposite the maturity years as follows� bear nterest ugu 1 of each year e ing August 1, year of twelve r annum set forth Maturity Year Interest Rate 2002 2003 2004 2005 2006 2007 % 2008 2009 2010 2011 2012 Interest Rate % 5. Descri tion `t the Global Certlticates anct Global Book-Entr S ste � Upon their original issuance the Bonds will be issued i.`the form of a single Global Certifi- cate for each maturit deposited with the Depository by the Purchaser and immobi zed as provided in paragraph 6. No beneficial owners o�interests in the Bonds will receive certificates repre enting their respective interests in the Bonds except as p,ovided in paragraph 6. Except as so provided, durin the term of the Bonds, beneficial ownership (and subsequen transfers of beneficial ownership) of interests in e Global Certificates will be reflected by book entries ade on the records of the Depository and its Participant and other banks, brokers, and dealers partici- pating in e National System. The Depository's book entries o beneficial ownership interests are authorized to be in i rements of $5,000 of principal of the Bonds, but not sm ler increments, despite the larger authorized denom' ations of the Global Certificates. Payment of pri ipal of, premium, if any, and interest on the G1oba1 Cer ificates will be made to the Bond Registrar as paying i2is�ia.z 6 D d -`t1 �- purchase price, and the Purchaser shall not be obliged o see to the proper application thereof. After the Prio Bonds are redeemed, any unexpended proceeds of the s e of the Prior Bonds shall be held by or at the directio of the HRA, shall be expended for the purposes for which �ie Prior Bonds were issued, and after the costs of the Im 'ovements financed thereby have all been paid any excess 'all be paid to the City for deposit in the Dekit Service A ount. 17. Fund and Accounts. There is eated hereby and by the resolution relating to the Prio and Taxable Bonds a special fund of the City esignated the "Riverfront Bond Fund" (the "Fund"), to��e held and administered by the Director, Office oi Financial Services, separate and apart from all other ac f 'unts of the City. For the convenience and proper administ,ation of the moneys to be borrowed and repaid on the Bond,�; Taxable Bonds and Prior Bonds, and to make adequate and s<ecific security to the Purchaser and holders from time o time of the Bonds, Taxable Bonds and Prior Bonds, here are hereby created in the Fund the accounts provide,�below, to be administered and maintained as bookkeeping ac ounts in the Fund separate and apart from all other accou , s maintained therein. The Fund shall be maintained in th ,Jmanner herein specified until all of the Prior Bonds have en paid and until all of the Bonds and Taxable Bonds and t� interest thereon have been fully paid. There shall be aintained in the Fund two (2) separate accounts, to� e designated the "Refunding Account" and "Debt Service Ac, unt", respectively. (i) Ref din Account. All proceeds of the sale of the Bonds:�shall be deposited in the Refunding Account and-(1) used in paying the Refunded Bonds upon their rede tion on February 1, 2001, and (2) used to pay costs f issuing the Bonds. The moneys in the Refundin- Account shall be used solely for the purposes herein t forth and for no other purpose. Any excess in the efunding Account after the payment of the Refun d Bonds and the costs of issuing the Bonds shall be d osited in the Debt Service Account. (ii) Debt Service Account. To the Debt Service nt there is hereby pledged and irrevocably 2 41 � a-- appropriated and there shall be credited: (1) all accrued interest on the Bonds and all amounts rec ' ed from the Purchaser in excess of $ for he Bonds; (2) tax increments derived from the Riv front Tax Increment District, subject to any prior' pledges of such tax increments and provided that ta increments in excess of amounts necessary to pay the incipal of and interest on the Bonds and Taxable Bo s may be used otherwise as provided by law; (3) rece' s from the HRA pursuant to the Payment Agreement (as efined in paragraph 18); (4) any collections all taxes hereafter levied for the payment o the Bonds or Taxable Bonds and interest thereo ;(5) all investment earnings on funds in the Debt 5 ice Account; and (6) any and a11 other moneys which re properly available and are appropriated by the g erning body of the City to the Debt Service Account. The amount of any surplus remaining in the Debt Serv' e Account when the Bonds and Taxable Bonds and int est thereon are paid shall be used consistent with innesota Statutes, Section 475.61, Subdivision 4. The moneys in the De Service Account shall be used solely to pa� the princ' al and interest and an� premiums for redemption of the nds and Taxable Bonds and any other bonds of the City her fter issued by the City and made payable from the Deb 'Service Account as provided by law, or to pay any rebate e to the United States. No portion of tne proceeds of t Bonds shall be used directly or indirectly to ac ire higher yielding investments or to replace funds w'ch were used directly or indirectly to acquire higher `ielding investments, except (1) for a reasonable te, orary period until such proceeds are needed for the purp e for which the Bonds were issued, and (2) in addition to he above in an amount not greater than $100,000. ��o this effect, any proceeds of the Bonds and any sums from �ime to time held in the Refunding Account or Debt Service ccount allocated to the Bonds (or any other City account�hich will be used to pay principal or interest to become due on the Bonds) in excess of amounts which under then- pplicable federal arbitrage regulations may be inve without regard as to yield shall not be invested at a y eld in excess of the applica�le yield restrictions zia�is.z 4 2 ��tr�t� pa$�.s Presented By Referred To Committee: Date �.y ACCEPTING BID ON SALE OF APW� r�x`�^ � $8,400,000 GENERAL OBLIGATION RIVERFRONT TAX INCREMENT " REFUNDING BONDS, SERIES 2000D, PROVIDING FOR THEIR ISSUANCE, AND PLEDGING TAX INCREMENTS AND CERTAIN RECEIPTS FOR THE PAYMENT THEREOF WHEREAS, the Director, Office of Financial Services, has presented proposals received for the sale $8,400,000 General Obligation Riverfront Tax Increment Refunding Bonds, Series 2000D (the "Bonds"), of the City Saint Pau1, Minnesota (the "City"); and WHEREAS, the proposals set forth on Exhibit A attached hereto were received pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:00 A.M., Central Time, this same day; and of a rox�v�� of WHEREAS, the Director, Office of Financial - Services, has advised this Council that the proposal of kvi�t�insea S►wd.�c� E"rlcy d Cc, �,,, found to be the most advantageous and has recomme�' nded that said proposal be accepted; and WHEREAS, the City Council of the City has heretofore determined that it is necessary and expedient provide moneys for a current refunding of the outstanding bonds of the General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993C, dated February 1, 1993, as the date of original issue (the "Prior Bonds"), which are callable on February 1, 2001, and on any day thereafter; _ p �.-}�, a5� a000 �� `�4� 5� <o� �'i1 � �i �- RESOLUTION OF SAINT PAUL, MINNESOTA Council File# oa - `i�-�. Green Sheet # �0 \` �i Y fT.7 and izia�ia.z 1 oo-�� WHEREAS, refunding the outstanding Prior Bonds maturing after February l, 2001, is consistent with covenants made with the holders thereo£, and is necessary and desirable for the reduction of debt service costs; and WHEREAS, bonds of the City's $3,240,000 Taxable General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993D (the "Taxable Bonds"), are still outstanding and will be on a parity of lien with the Bonds; and WHEREAS, the City and the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA"), have jointly established the Riverfront Redevelopment Project and Development District (the "Riverfront Project Area"), being the tax increment financing district established as a redevelopment district under the tax increment act (the "Riverfront Tax Increment District") pursuant to the tax increment act, a joint powers agreement described below, and resolutions adopted by the HRA on November 4, 1987, and by the City on November 10, 1987, tax increments from which are pledged to the payment of the Prior Bonds and Taxable Bonds, and are pledged herein to the payment as well of the Bonds; and WHEREAS, with respect to the Riverfront Tax Increment District the City and HRA have previously entered into a Joint Powers Agreement dated as December 1, 1987, as amended by a First Amendment dated as of December 1, 1990 (as amended, the "Joint Powers Agreement"), in which the City has designated the HRA as the party to receive all tax increments of the Riverfront Tax Increment District but the HRA has covenanted to enter into a pledge agreement relating to any of the City's general obligation bonds with respect to the Riverfront Tax Increment District; and WHEREAS, to avoid a tax levy for the Bonds and Taxable Bonds it is necessary and desirable to pledge to the payment of the Bonds and Taxable Bonds, to the extent necessary after first utilizing tax increments of the Riverfront Tax Increment District, receipts from the HRA pursuant to a Payment Agreement; and 1218718.2 2 ��'�q9'}- WHEREAS, the City has heretofore issued registered obligations in certificated form, and incurs substantial costs associated with their printing and issuance, and substantial continuing transaction costs relating to their payment, transfer and exchange; and WHEREAS, the City has determined that significant savings in transaction costs will result from issuing bonds in "global book-entry form", by which bonds are issued in certificated form in large denominations, registered on the books of the City in the name of a depository or its nominee, and held in safekeeping and immobilized by such depository, and such depository as part of the computerized national securities clearance and settlement system (the "National System") registers transfers of ownership interests in the bonds by making computerized book entries on its own books and distributes payments on the bonds to its Participants shown on its books as the owners of such interests; and such Participants and other banks, brokers and dealers participating in the National System will do likewise (not as agents of the City) if not the beneficial owners of the bonds; and WHEREAS, "Participants" means those financial institutions for whom the Depository effects book-entry transfers and pledges of securities deposited and immobilized with the Depository; and 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"), will act as such depository with respect to the Bonds except as set forth below, and the City has heretofore delivered a letter of representations (the "Letter of Representations") setting forth various matters relating to the Depository and its role with respect to the Bonds; and WHEREAS, the City will deliver the Bonds in the form of one certificate per maturity, each representing the entire principal amount of the Bonds due on a particular maturity date (each a"Global Certificate"), which single certificate per maturity may be transferred on the City's iziana.z 3 a�.��aGd bond register as required by the Uniform Commercial Code, but not exchanged for smaller denominations unless the City determines to issue Replacement Bonds as provided below; and WHEREAS, the City will be able to replace the Depository or under certain circumstances to abandon the "global book-entry form'� by permitting the Global Certificates to be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond register; and "Replacement Bonds" means the certificates representing the Bonds so authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and WHEREAS, "Holder" as used herein means the person in whose name a Bond is registered on the registration books o£ the City maintained by the City Treasurer or a successor registrar appointed as provided in paragraph 8(the "Bond Registrar"); and WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to provide certain continuing disclosure with respect to the Bonds; and WHEREAS, pursuant to Minnesota 5tatutes, Section 475.60, Subdivision 2(9), public sale requirements do not apply to the Bonds if the City retains an independent 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£orm 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; and WHEREAS, in the Terms of Proposal relating to the Bonds the City reserved the right to increase or decrease the issue size from the proposed $8,400,000 by not to exceed $20,000, and to adjust the purchase price so that the adjusted purchase price bears the same ratio to the adjusted principal as the proposalbears to $8,400,000; and the Purchaser has agreed to a greater adjustment; and WHEREAS, the City has determined to adjust the principal amount from the proposed $8,400,000 by $65,000 decrease: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: l. Acce�tance of Proposal. The proposal of Autchinson Shockey Erley & Co. (the "Purchaser") to purchase $8,400,000 General Obligation Riverfront Tax Increment Refunding Bonds, Series 2000D, of the City (the "BOnds", or individually a "Bond°), all in accordance with the Terms of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the Bonds the sum of $8,390,294.55, plus interest accrued to settlement, is izia�ie.z 4 AYY�L�G a� hereby found, determined and declared to be the most favorable proposal received and is hereby accepted for the bonds in the aggregate principal amount of $8,335,000 and the purchase price of $8,325,369.65, plus accrued interest to settlement, 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; Original Issue Date: Denominations- Maturities. The Bonds shall be in the aggrgate principal amount of $8,335,000, shall be titled "General Obligation Riverfront Tax Increment Refunding Bonds, Series 2000D", sha11 be dated November 1, 2000, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R-1 upward. Global Certificates shall each be in the denomination of the entire principal amount maturing on a single date, or, if a portion of said principal amount is prepaid, said principal amount less the prepayment. Replacement Bonds, if issued as provided in paragraph 6, sha11 be in the denomination of $5,000 each or in any �ntegral multiple thereof of a single maturity. Unless called for early redemption, the Bonds shall mature on February 1 in the years and amounts as follows: Year Amount Year Amount 2002 $485,000 2003 605,000 2004 55G,000 2005 675,000 2006 715,000 2007 760,000 2008 2009 2010 2011 2012 $805,000 845,000 880,000 925,000 990,000 Such maturities, compared to the Terms of Proposal for the Bonds, reflect a$65,000 aggregate decrease in the following years and amounts: $10,000 each in 2002 and 2010 and $5,000 each in all other maturities. 3. Puroose; Findinqs. The Bonds (together with other available funds in the Debt Service Account created for the Prior Bonds and Taxable Bonds) shall provide funds for a current refunding of all of the HRA's outstanding Prior Bonds maturing after 2001 (which callable Prior Bonds are herein also referred to as the "Refunded Bonds"). The Prior Bonds were issued to refund a series of temporary i�ie�ie.z 5 (��.�� bonds first issued in 1987 which financed the costs of various public improvements and private improvements (the "Improvements") constituting public costs of redevelopment made with respect to the Riverfront Project Area. It is hereby found, determined and declared that this refunding is pursuant to Minnesota 5tatutes, Section 475.67, and is necessary or desirable for the reduction of debt service costs. 4. Interest The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2001, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Year Interest Rate 2002 2003 2004 2005 2006 2007 4 4 4 4 4 4 50 % 0 50 50 625 625 75 Maturity Year 2008 2009 2010 2011 2012 Interest Rate 4.75 % 4.75 4.75 4.875 5.00 5. Description of the Global Certificates and Global Book-Entry System. Upon their original issuance the Bonds will be issued in the form of a single Global Certifi- cate 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, beneficial ownership (and subsequent transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book entries made on the records of the Depository and its Participants and other banks, brokers, and dealers partici- pating in the National System. The Depository's book entries of beneficial ownership interests are authorized to be in increments of $5,000 of principal of the Bonds, but not smaller increments, despite the larger authorized denominations of the Global Certificates. Payment of principal of, premium, if any, and interest on the Global Certificates will be made to the Bond Registrar as paying izis�is.z 6 6 a� ti9 z— agent, and in turn by the Bond Registrar to the Depository or its nominee as registered owner of the Global Certifi- cates, 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 o£ transferring funds as may be requested by the Holder of a Global Certificate. 6. Immobilization of Global Certificates by the De�ository• Successor Depository• Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, which request is required by the Terms of Proposal, immedi- ately upon the original delivery of the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with the Depository or its agent. The Global Certi- ficates shall be in typewritten form or otherwise as accept- able 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 or its agent on behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the sole holder of record of the Global Certificates and no investor or other party purchasing, selling or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any bond certificates so long as the Depository holds the Global Certificates immobilized from circulation, except as provided below in this paragraph and in paragraph 12. Certificates evidencing the Bonds may not after their original delivery be transferred or exchanged except: (i) Upon registration of transfer of ownership of a Global Certificate, as provided in paragraph 12, (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 subsCitute depository must be both a "clearing corporation" as defined in the Minnesota Uniform Commercial Code at Minnesota Statutes, izie�ia.z � Op �'t'l Z-- 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, (iii) To a substitute depository designated by and acceptable to the City upon (a) the determination by the Depository that the Bonds shall no longer be eligible for its depository services or (b) a determination by the City that the Depository is no longer able to carry out its functions, provided that any substitute depository must be qualified to act as such, as provided in clause (ii) of this subparagraph, or (iv) To those persons to whom transfer is requested in written transfer instructions in the event that: (a) the Depository shall resign or discontinue its services for the Bonds and the City is unable to locate a substitute depository within two (2) months following the resignation or determination of non-eligibility, or (b) upon a determination by the City in its sole discretion that (1) the continuation of the book-entry system described herein, which precludes the issuance of certificates (other than Global Certificates) to any Holder other than the Depository (or its nominee), might adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds, in either of which events the City shall notify Holders of its determination and of the availability of certificates (the "Replacement Bonds") to Holders requesting the same and the registration, transfer and exchange of such Bonds will be conducted as provided in paragraphs 9B and 12 hereof. In the event of a succession of the Depository as may be authorized by this paragraph, the Bond Registrar upon presentation of Global Certificates shall register their izis�ia.z $ ad�`i43— 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. (a) Optional Redemption; Due Date. All Bonds maturing after February l, 2009, shall be subject to redemption and prepayment at the option of the City on such date and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of 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 Global Certificates may be prepaid in $5,000 increments of principal and, if applicable, the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. (b) Notation on Global Certificate. Upon a reduction in the aggregate principal amount of a Global Certificate, the Holder may make a notation of such redemption on the panel provided on the Global Certificate stating the amount so redeemed, or may return the Global Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of such Global Certificate outstanding, unless the Bond Registrar has signed the appropriate column of the panel. (c) Selection of Replacement Bonds. To effect a partial redemption of Replacement Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Replacement Bond having a iziana.s 9 O o -l�l�- common maturity date a distinctive number for each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then select by lot, using such method oP selection as it shall deem proper in its discretion, from the numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Replacement Bonds to be redeemed. The Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned numbers so selected; provided, however, that only so much o£ the principal amount of each such Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. (d) Partial Redemption of Replacement Bonds. If a Replacement Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Replacement Bond, without service charge, a new Replacement Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. (e) Request for Redemption. The Bond Registrar shall call Bonds for redemption and payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior to the redemption date of a request of the City, in written form if the Bond Registrar is other than a City officer. Such request shall specify the principal amount of Bonds to be called for redemption and the redemption date. (f) Notice. Mailed notice of redemption sha11 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 pa� such Bonds at the office of the Bond iaia�ie.z 1 � oo-q�{a- 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 Holder of Bonds to be redeemed, at the address appearing in the Bond Register. Al1 notices of redemption shall state: (a) The redemption date; (b) The redemption price; (c) If less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed; (d) That on the redemption date, the redemption price will become due and payable upon each such Bond, and that interest thereon shall cease to accrue from and after said date; and (e) The place where such Bonds are to be surrendered for payment of the redemption price (which shall be the office of the Bond Registrar). (g) Notice to Depositorv. Notices to The Depository Trust Company or its nominee shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such notice to the Depository on the business day next preceding the date of mailing of such notice to all other Holders. 8. Bond Registrar. U.S. Bank Trust National Association 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. A successor Bond Registrar shall be an officer of the City or a bank or trust company eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may be appointed pursuant to any contract the City and such successor Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the Holders (or izia�ia.z 1 1 �00-'l1�- 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. A. Global Certificates. The Global Certificates, together with the Certificate of Registration, the Register of Partial Payments, the form of Assignment and the registration information thereon, shall be in substantially the following form and may be typewritten rather than printed: izia�is.z 1 2 po -'�9Y UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ GENERAL OBLIGATION RIVERFRONT TAX INCREMENT REFUNDING BOND, SERIES 2000D INTEREST MATURIfiY DATE OF RATE DATE ORIGINAL ISSUE CUSIP February l, November 1, 2000 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises to pay to the registered owner specified above or on 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 February 1 and August 1 of each year (each, an ��Interest Payment Date"), commencing August 1, 2001, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable in same-day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal office of in , Minnesota (the "Bond Registrar"), acting izie�ia.z 1 3 oa ��IR2- as paying agent, or any successor paying agent duly appointed by the Issuer; provided, however, that upon a partial redemption of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion be paid without presentation of this Bond, which payment shall be received no later than 2:30 p.m., Eastern time, and may make a notation on the panel provided herein of such redemption, stating the amount so redeemed, or may return the Bond to the Bond Registrar in exchange for a new Bond in the proper principal amount. Such notation, 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 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 sha11 be received by the Holder no later than 2:30 p.m., Eastern time; and principal and premium payments shall be received by the Holder no later than 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") 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. Date of Payment Not Business Dav. If the date for payment of the principal of, premium, if any, or interest on this Bond sha11 be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Bond Registrar is located are authorized by law or executive izis�is.z 1 4 o a �q�E a- 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 February l, 2009, are subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as the City shall determine; and if only part of the Bonds having a common maturity date are called for prepayment, this Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of Redemgtion. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds are called for redemption, written notice thereof will be given by first class mail mailed not less than 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 shall be used. 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 £or re£erence only, and may not be relied upon by any other person as being in any way determinative of the principal amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the izia�ia.z 1 5 oa � 99 }- 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 xolder 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 Obligation. This Bond is one of an issue in the �otal principal amount of �8,335,000 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 Minnesota Statutes, Section 475.67, and the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on October 25, 2000 (the "Resolution"), for the purpose of providing funds for a current refunding of the City's General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993A. This Bond is payable out of the Debt Service Account of the Riverfront Bond Fund, to which have been pledged tax increments received from the Riverfront Tax Increment District in the City. This Sond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and iull 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 originally only as Global Certificates in the denominaticn of the entire principal amount of the issue maturing on a single date, or, if a portion of said principal amount is prepaid, said principal amount less the prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller denomir_ations except to evidence a partial prepaymen� 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 1218"118.2 1 6 pa � °t1y for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event that: (a) the Depository shall resign or 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 Bond shall be registered in the name of the payee on the books of the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his, her or its name and note the date of registration opposite the name of the payee in the certificate of registration attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this Bond is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of i2iana.z 17 oo-�t�t'�-- the Issuer contained in any agreement with, or notice to, the Bond Registrar. Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other restrictions if required to qualify this Bond as being "in registered form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended. Fees upon Transfer or Loss. The Bond Registrar may require pa�ment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and an� legal or unusual costs regarding transfers and lost Bonds. Treatment of Re�istered Owner. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided texcept as otherwise provided with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication This Bond sha11 not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon sha11 have been executed by the Bond Registrar. Not Oualified Tax-Exempt Obligations. The Bonds have not been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation. IT IS HEREBY CERTIFIED AND RECITED that a11 acts, conditions and things required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and on the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory or Charter limitation of indebtedness. izie�is.z 1 8 O o -49�— IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and countersigned by the photocopied facsimile signature of its Director, Office of Financial Services, the official seal having been omitted as permitted by law. Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Registrable by: Payable at: CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA Mayor Attest: izis�ie.2 1 9 oa-4�}- Bond Registrar City Clerk By Countersigned: Authorized 5ignature Director, Office of Financial Services General Obligation Riverfront Tax Increment Refunding Bond, Series 2000D, No. R- . izia�is.z 2 � 8 0 -1Ra� CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF OF REGISTRAR SIGNATURE REGISTERED OWNER BOND iziana.z 21 0 0 -�tqa- REGISTER OF PARTIAL PAYMENTS The principal amount of the attached Bond has been prepaid on the dates and in the amounts noted below: Signature of Signature of Date Amount Bondholder Bond Reqistrar izia�ia.z Z 3 pp ��.'t �-- If a notation is made on this register, such notation has the effect stated in the attached Bond. Partial payments,do not require the presentation of the attached Bond to the Bond Registrar, and a Holder could fail to note the partial payment here. inana.z 24 o� �qq�-- ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. iusna.z 25 g o ..qq'r— ASSIGNMENT For value received, the undersigned hereby sells, assigns and trans£ers unto the attached Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: izis�ia.z 2 6 O e ..'tq y— (Include information for all joint owners if the Bond is held by joint account.) iaie�za.z 2 � oa��a- B. Replacement Bonds. If the Cit� has notified Holders that Replacement Bonds have been made available as provided in paragraph 6, then for every Bond thereafter transferred or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not previousl� exchanged for Replacement Bonds) the Bond Registrar shall deliver a certificate in the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global Certificate shall not otherwise be required to exchange the Global Certificate for one or more Replacement Bonds since the City recognizes that some beneficial owners may prefer the convenience of the Depository's registered ownership of the Bonds even though the entire issue is no longer required to be in global book- entry form. The Replacement Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form, with paragraphs identical to those of the form of Global Certificate stated by heading or initial text only: izis�ie.z z $ 00 -qq�'"" UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ GENERAL OBLIGATION RSVERFRONT TAX INCREMENT REFUNDING BOND, SERIES 2000D INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP November 1, 2000 REGISTERED OWNER: PRINCIPAL AMOUNT: ��_ _,; KNQW 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 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 February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2001, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , in , (the "Bond Registrar"), actinq 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 izis7is.z 2 9 oo�4q�-- 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"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be qiven to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISION5 SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED IN WITI�IESS WHEREOF, the Cit� of Saint Paul, Ramse�r County, Minnesota, by its City Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be executed on its behalf by the original or facsimile signature of its Mayor, attested by the original or facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its Director, Office of Financial Services. Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION Registrable by: Payable at: _ CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA iziane.2 3 0 0 0 ..q,q a- This Bond is one of the Bonds described in the Resolution mentioned Mayor within. Bond Registrar Attest: City Clerk By Countersigned: Authorized Signature Director, Office of Financial Services (SEAL) izia . z 31 ao-�aa- ON REVERSE OF BOND Date of Fayment Not Business Day. Redemption. All Bonds of this issue (the "Bonds") maturing after February 1, 2009, both inclusive, are subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid ma� be prepaid in such order of maturity and in such amount per maturity as the City shall determine; and if onl� part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by 1ot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of Redemption. Selection of Bonds 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, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 sha11 be redeemed as shall equal $5,000 for each number assigned to it and so 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 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 1218718.2 3 2 oa -�t�cr 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 Band so surrendered. Issuance; Purpose; General Obliqation. Denominations; Exchange; Resolution. The Bonds are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fu11y registereci 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. T`his Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar sha11 authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. Treatment of Registered Owner. Authentication izie�ie.z 3 3 flfl -'`�aa— Not Oualified Tax-Exempt Obligations. ABBREVIATIONS izie�is.z 3 4 � ��q � ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.? izia7ia.z 3 5 t� o -`t�t 10. Execution The Bonds shall be executed on behalf of the City by the signatures of its Mayor, Clerk and Director, Office of Financial Services, each with the effect noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed or photocopied facsimile; and provided further that any of such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of any such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the 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 Registration. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the Cit� on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated. For purposes of delivering the original Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the date of original issue, which date is November 1, 2000. 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, iziens.z 36 �O—`t the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. A Global Certificate shall be registered in the name of the payee on the books of the Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar, who will endorse his or her name and note the date of registration opposite the name of the payee in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be transferred by delivery with an assignment duly executed by the Holder or his, her or its legal representative, and the City and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until a Global Certificate is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted thereon by the Bond Registrar, all subject to the terms and conditions provided in this resolution and to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar. Transfer of a Global Certificate may, at the direction and expense of the City, be subject to other restrictions if required to qualify the Global Certificates as being "in registered form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended. If a Global Certificate is to be exchanged for one or more Replacement Bonds, all of the principal amount of the Global Certificate shall be so exchanged. Upon surrender for transfer of any Replacement Bond at the principal office of the Bond Registrar, the City shall execute (if necessary}, and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 11) of, and deliver, in the name of the designated transferee or transferees, one or more new Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount, having izia�is.z 3 7 Oo-4q�- the same stated maturity the transferor; provided, registered in blank or in designation. and interest rate, as requested by however, that no bond may be the name of "bearer" or similar At the option of the Holder of a Replacement Bond, Replacement Bonds may be exchanged for Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are so surrendered £or exchange, the City shall execute (if necessary), and the Bond Registrar sha11 authenticate, insert the date of registration of, and deliver the Replacement Bonds which the Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for Global Certificates of smaller denominations. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. Al1 Bonds delivered in exchange for or upon transfer of Bonds sha11 be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Ever� Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The sufficient to payable in co Bond and any lost Bonds. Bond Registrar may require payment of a sum cover any tax or other governmental charge nnection with the transfer or exchange of any legal or unusual costs regarding transfers and izia�ia.z 3 8 00 -9K a Transfers sha11 also be subject to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. 13. Rights Upon Transfer or Exchan4e. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 14. Interest Payment; Record Date. Interest on any Global Certificate shall be paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar, and in each case at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month preceding such Interest Payment Date�(the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date"} fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (l0) days prior to the Special Record Date. 15. Holders; Treatment of Registered 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 sha11 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 iziana.z 39 oa -qg �— certificate from the person in whose name the Bond is registered identifying such beneficial owner. (B) The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. (C) Any consent, request, direction, approval, objection or other instrument to be signed and executed by the Holders may be in any number of concurrent writings of similar tenor and must be signed or executed by such Holders in person or by agent appointed in writing. Proof o£ the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this resolution, and shall be conclusive in favor of the City with regard to any action taken by it under such request or other instrument, namely: (1) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or b� an affidavit of any witness to such execu�ion. (2) Subject to the provisions of subparagraph (A) above, the fact of the ownership by any person of Bonds and the amounts and numbers of such Bonds, and the date of the holding of the same, may be proved by reference to the bond register. 16. Delivery: Application of Proceeds; Proceeds of Prior Bonds. The Global Certificates when so prepared and executed shall be delivered by the Director, Office of Financial Services, to the Purchaser upon receipt of the izie�ia.z 4 0 A�.��..1► purchase price, and the Purchaser sha11 not be obliged to see to the proper application thereof. After the Prior Bonds are redeemed, any unexpended proceeds of the sale of the Prior Bonds shall be held by or at the direction of the HRA, shall be expended for the purposes for which the Prior Bonds were issued, and after the costs of the Improvements financed thereby have all been paid any excess shall be paid to the City for deposit in the Debt Service Account. 17. Fund and Accounts. There is created hereby and by the resolution relating to the Prior Bonds and Taxable Bonds a special fund of the City designated the "Riverfront Bond Fund" (the "Fund"), to be held and administered by the Director, Office of Financial Services, separate and apart from all other accounts of the City. For the convenience and proper administration of the moneys to be borrowed and repaid on the Bonds, Taxable Bonds and Prior Bonds, and to make adequate and specific security to the Purchaser and holders from time to time of the Bonds, Taxable Bonds and Prior Bonds, there are hereby created in the Fund the accounts provided below, to be administered and maintained as bookkeeping accounts in the Fund separate and apart from all other accounts maintained therein. The Fund shall be maintained in the manner herein specified until all of the Prior Sonds have been paid and until all of the Bonds and Taxable Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two (2) separate accounts, to be designated the "Refunding Account" and "Debt Service Account", respectively. (i) Refunding Account. All proceeds of the sale of the Bonds other than amounts representing accrued interest shall be deposited in the Refunding Account and (1) used in paying the Refunded Bonds upon their redemption on Februar� 1, 2001, and (2) used to pay costs of issuing the Bonds. The moneys in the Refunding Account shall be used solely for the purposes herein set forth and for no other purpose. Any excess in the Refunding Account after the payment of the Refunded Bonds and the costs of issuing the Bonds shall be deposited in the Debt Service Account. (ii) Debt Service Account. To the Debt Service Account there is hereb� pledged and irrevocably izia7ia.z 4 1 ��...�.#,�.i� appropriated and there shall be credited: (1) all accrued interest on the Bonds; (2? tax increments derived from the Riverfront Tax Increment District, subject to any priority pledges of such tax increments and provided that tax increments in excess of amounts necessary to pay the principal of and interest on the Bonds and Taxable Bonds may be used otherwise as provided b�r 1aw; (3) receipts £rom the HRA pursuant ta the Payment Agreement (as defined in paragraph 18); (4) any collections of all taxes hereafter levied for the payment of the Bonds or Taxable Bonds and interest thereon; (5) any amounts transferred from the the Refunding Account; (6} a11 investment earnings on funds in the Debt Service Account; and (7) any and all other moneys which are properly available and are appropriated b� the governing body of the City to the Debt Service Account. The amount of any surplus remaining in the Debt Service Account when the Bonds and Taxable Bonds and interest thereon are paid shall be used consistent with Minnesota Statutes, Section 475.61, Subdivision 4. The moneys in the Debt Service Account sha11 be used solely to pay the principal and interest and any premiums for redemption of the Bonds and Taxable Bonds and any other bonds of the City hereafter issued by the City and made payable from the Debt Service Account as provided by law, or to pay any rebate due to the United States. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directl� 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 e£fect, any proceeds of the Bonds and any sums from time to time held in the Refunding Account or Debt Service Account allocated to the Bonds (or any other City account which will be used to pay principal or interest to become due on the Bonds) in excess of amounts which under then-applicable federal arbiCrage regulations may be invested without regard as to yield shall not be invested at a�rield in excess of the applicable yield restrictions izie�ie.2 4 2 0 O�'t't� imposed by said arbitrage regulations on such investments after taleing 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 allocated to the Bonds in the Refunding ACC011rit or Debt Service Account shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code"}. 18. Pled�e of Tax Increments; Pledae of Amounts Received under Payment Agreement; Coveracie Test. The tax increments derived from the Riverfront Tax Increment District are hereby pledged to the payment of the Bonds and Taxable Bonds and the interest thereon, but solely to the extent required to meet, with other pledged sources, one hundred five percent (1050) of the principal and interest requirements of the Bonds and Taxable Bonds. The payments received under the Payment Agreement dated as of November l, 2000, by and between the City and HRA (the "Payment Agreement"), are hereby pledged to the payment of the Bonds and Taxable Bonds and the interest thereon, but solely to the extent required to meet, after the application of tax increments and other pledged sources to such purpose, one hundred five percent (105%) af the principal and interest requirements of the Bonds and Taxable Bonds. The Mayor, Clerk and Director, Office of Financial Services, are hereby authorized and directed to execute the Payment Agreement in substantially the form presented at this meeting, with such changes thereto and modifications thereof as are necessary, appropriate and approved by Bond Counsel or the City Attorney. izia�ie.2 4 3 Ofl �qq �- Tax increments shall be used for the payment of the Bonds and Taxable Bonds before payments received under the Payment Agreement. The pledge of payments received under the Payment Agreement to the payment of the Bonds and Taxable Bonds may be released or cancelled by the City with the concurrence of the HRA, but only if at the time of such release or cancellation taxes or revenues (including any substitute revenues) pledged to the payment of the Bonds and Taxable Bonds are estimated to be sufficient to pay one hundred five percent (lOSo) of the principal and interest requirements of the Bonds and Taxable Bonds. The tax increments and Payment Agreement receipts are such that if collected in full they, together with estimated collections of investment earnings and other revenues herein pledged £or the payment of the Bonds and Taxable 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 and Taxable Bonds. Annually at the times taxes are required to be levied the City shall estimate the sufficiency of the Debt Service Account. In the event that it is anticipated that the aggregate amount in (or to be timely received in) the Debt Service Account will not be sufficient to pay principal of and interest on the Bonds and Taxable Bonds to become due in the next eighteen (18) months, the City shall levy an ad valorem tax in such amount as is estimated, with other sources, to be necessary to pay the principal of, and interest on, the Bonds and Taxable Bonds to become due during such period. The Bonds and Taxable Bonds shall be on a parity of lien. 19. Tax Increments; Tax Increment Pledqe Ac�reement. The Count� Auditor has certified the original tax capacity of real property within the Riverfront Tax Increment District. Under the provisions of Minnesota Statutes, Section 469.177, and the Joint Powers Agreement, the County Treasurer will remit to the HRA as tax increment iaia�ia.z 4 4 00�4'ts- that portion of the taxes paid each year on real property in the Riverfront Tax Increment District which represents the taxes on captured tax capacity (being tax capacity of the property less said original tax capacity). Tax increments not required to pay the principal of and interest on the Bonds and T�able Bonds may be used for any proper purpose. Prior to issuance of the Bonds, the Cit�r and HRA shall enter into an agreement (the "Tax Increment Pledge Agreement") under the terms of which the tax increments derived from the Riverfront Tax Increment District shall be paid directly to the City and pledged to the payment of the Bonds and Taxable Bonds and interest thereon. The estimated collection of such tax increments exceeds twenty percent (200) of the principal and interest to become due on the Bonds and Taxable Bonds within the meaning of Minnesota Statutes, Section 475.58. Tax increments of the Riverfront Tax Increment District may be pledged to other purposes by the HRA. The priority of such pledges may be superior, subordinate, or on a parity with the pledge made in this resolution, such priority to be determined at the time thereof. A superior or parity pledge of tax increments shall only be made with the consent of the City, but a subordinate pledge may be made without the consent of the City. Notwithstanding any grovision herein to the contrary, the City reserves the right to terminate or reduce the tax increments herein pledged to the payment of the Bonds and Taxable Bonds and interest thereon to the extent and in the manner permitted by law so long as such action does not preclude the City from paying when due the debt service on the Bonds and Taxable Bonds or otherwise impair the City's full faith and credit pledge. 20. General Obligation 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 sha11 be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay al1 principal and interest then due on the Sonds and Taxable Bonds gayable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such izisns.z 45 0 o-q� �- purpose, including the general other funds may be reimbursed the Debt Service Account when available therein. fund of the City, and such with or without interest from a sufficient balance is 21. Other Redemption Mone�s. To the extent that the proceeds of the Bonds are not sufficient to pay the redemption price of the Prior Bonds, said redemption price sha11 be paid from moneys in the Debt Service Account for the Prior Bonds. 22. Refunded Bonds; Securitv. Until retirement of the Refunded Bonds, all provisions heretofore made for the security thereof shall be observed by the City and HRA and all of their officers and agents. 23. Redemption of Refunded Bonds. The Refunded Bonds sha11 ba redeemed and prepaid on February l, 2001, all in accordance with the terms and conditions set forth in the Notice of Call for Redemption attached hereto as Exhibit B, which terms and conditions are hereby approved and incorporated herein by reference. A Notice of Call for Redemption in substantially such form sha11 be given to the Bond Registrar for the Prior Bonds, who shall mail notice of redemption of the Prior Bonds not less than thirty (30) days prior to the redemption date. 24. Certificate of Registration. The Director, Office of Financial Services, is hereby directed to file a certified copy of this resolution with the officer of Ramse� 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 Count� Auditor's Bond Register, and that the Tax Increment Pledge Agreement has been filed with the County Auditor. 25. Records and Certificates The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and izia�is.a 4 6 oa-a a�-- 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. 26. Neaative Covenants as to Use of Proceeds and Improvements. The City hereby covenants not to use (or permit the HRA to use) the proceeds of the Bonds or to use (or permit the HRA to use) the Improvements financed with the proceeds of the bonds refunded by the Prior Bonds, or to cause or permit (or permit the HRA to cause or permit) them or any of them to be used, or to enter into (or permit the HRA to enter into) any deferred payment arrangements for the cost of such 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 (or to permit the HRA 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. 27. Tax-Exempt Status of the Bonds; Rebate; Elections. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation requirements relating to temporar� 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. If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Bonds, and izia�is.z 4 7 00 -�t'1a- all such elections shall be, and shall be deemed and treated as, elections of the City. 28. No Designation of Qualified Tax-Exempt Obligations. The Bonds, together with other obligations issued b� the City in 2000, 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. 29. Letter of Representations. The Letter of Representations for the Bonds is hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the City and received and accepted by The Depository Trust Company. So long as The Depository Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the provisions of the Letter of Representations, as it may be amended or supplemented by the Cit� from time to time with the agreement or consent of The Depository Trust Company. 30. Neaotiated Sale. The City has retained Springsted Incorporated as an independent financial advisor, and the City has heretofore determined, and hereby determines, to sell the Bonds,by private negotiation, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(9). 31. Continuina Disclosure. The City is an obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described, to: A. Provide or cause to be provided to each nationally recognized municipal securities information repository {��NRMSIR") and to the appropriate state information depository ("SID"), if any, for the State of Minnesota, in each case as designated by the Commission in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the Municipal Securities izis�is.z 4 8 o a -aa�— Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking. The City agrees that its covenants pursuant to the Rule set forth in this paragraph 31 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf o£ such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and Director, Office of Financial Services, or any other officers of the City authorized to act in their stead (the "Officers"), are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council, subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers. 32. Severabilitv. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforce- ability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 33. Headincrs. Headings in this resolution are included for convenience of reference only and are not a part hereof, and sha11 not limit or define the meaning of any provision hereof. �7 a� -41a- Adopted by Council: Date ��' �� s a Adoption Certified by Council Secretary By: •.. � -• - -.. .-.. • . 1 � .� � �, ✓f_,�::>. '_<s- � � / _ �_� �_ i �rL��.I Form Ap ved by City Attorney g��i- �. �'� /fi�� /�_ Approve y ayor for ' ion to Council By: ivana.z 50 0 o-t�� of Rnancial Services �anrz000 No 101162 GREEN SHEET nFV�rtmrert ow¢troa �5c:�.ss:'� ancou¢� asswx NUMBERFOR RounxG TOTAL # OF SIGNATURE PAGES ❑2 c�rv�Troa�r ❑ arvatwc ❑nuxcw.s�avcFSOx. ❑ra�w¢u�mnuccre � �� ❑ 1_ (CLIP ALL LOCATIONS FOR SIGNATURE) i�s resolution accepts tl�e winning proposal and awards tlre bid forthe 58.400,000 G.O. verfroM Taz IrxremeM Refunding Bonds. Series 2000D. This is a compefilive baW sale arM tlie award 9a�9 to the bidder found most advant�eous Oovreat eost) W Me Cily. PLANNING CAMMISSION CIB CAMMffTEE CIVIL SERVICE CAMMISSION Has this persoMrm ever wvrked under a contract for this tlepartmeM? YES NO Has Nis peisoMrtn ever been a dty empbyee� YES NO Dces [his persoMrm possess a sldll n� nom�alry possessed by any currerR city empbyee? YES NO Is this persorvhrm a targetetl ventloY7 YES NO and atlach [o areen shee[ xitls are forthe purpose of reNnding the General Obligation RiverfmM Ta�c Increment ReNnding Bontls, Series 1993C at lower iMerest raM, arM will be repaid by Taz Increments distnct aM revenuex Mthe HRA be avnifable far the retu�i�g. certain street imprwemaRS will not he arailable. AMOUNT OF iRANSACTION S se.aaa000 SOURCE C0.4T/REVENUE BUDCiETED (qRCLE ON� ACTNITY NUMBER VES NO (ExPWN) po-t'� EXHIBITS E�ibit A - Proposals Exhibit B - Notice of Call for Redemption szis�ia.z DO _� �a- ExxzBZT B NOTICE OF CALL FOR REDEMPTION $8,375,000 GENE OBLIGATION RIVERFRONT TAX INCREMENT REFUNDING BONDS, SERIES 1993C CITY OF SAINT PAUL RAMSEY COUNTY MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Saint Paul, Ramsey County, Minnesota, there have been called for redemption and prepayment on February 1, 2001, outstanding bonds of the City designated as General Obligation Riverfront Tax Increment Refunding Bonds, Series 1993C, bearing a date of original issue of February l, 1993, having stated maturity dates in the years set forth below, bearing interest at the rates per annum set forth below for such maturity years, bearing the CUSTP numbers set forth below for such maturity years and totaling $8,375,000 in principal amount: Maturity Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Interest Rate $ 550,000 575,�Q0 625,000 650,000 700,000 750,000 800,000 850,000 900,000 950,000 1,025,000 CUSIP Number 792880 792880 792880 792880 792880 792880 792880 792880 792880 792880 792880 YT7 YWO YZ3 ZBS ZD1 ZF6 ZH2 ZK5 ZM1 ZP4 ZRO `Phe entire outstanding amount of the issue maturing 2001 is being called. The bonds are being called at of par plus accrued interest to February 1, 2001, o after a price n which azis�ia.z o �'�� Y date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the principal office of U.S. Bank `Trust National Association in Saint Paul, Minnesota, on or before February 1, 2001. Dated , 2000. BY ORDER OF THE CITY COUNCIL /s City Clerk Additional information may be obtained from: izi8�is.z ao .-q g �-- bond register as required by the Uniform Commercial Code, but not exchanged for smaller denominations unless the City determines to issue Replacement Bonds as provided below; and WHEREAS, the City will be able to repla the Depository or under certain circumstances to ab don the "global book-entry form" by permitting the G1 al Certificates to be exchanged for smaller d typical of ordinary bonds registered on th register; and "Replacement Bonds" means t representing the Bonds so authenticated Bond Registrar pursuant to paragraphs 6 an �ninations City's bond certificates delivered by.the 12 hereof; and WHEREAS, "Holder" as used h ein means the person in whose name a Bond is registered the registration books of the City maintained by the City reasurer or a successor registrar appointed as provided i paragraph 8(the "Bond Registrar"); and WHEREAS, Rule 15c2-12 the Securities and Exchange Commission prohibits "participa ng underwriters" from purchasing or selling the Bonds unless th City undertakes to provide certain continuing disclosure ith respect to the Bonds; and WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9), ublic sale requirements do not apply to the Bonds if the City etains an independent financial advisor and determines to sell e Bonds by private negotiation, and the City has instead autho zed a competitive sale without publication of notice hereof as a form of private negotiation; and WHEREAS, roposals for Springsted Incorp rated pursuant Terms of Proposa therein: the Bonds have been solicited by to an Official Statement and NOW THEREFORE, BE IT RESOLVED by the Council of the City of aint Paul, Minnesota, as follows: Acceptance of Proposal. The proposal of (the "Purchaser") to purchase $8,400, 0 General Obligation Riverfront Tax Increment Refund' g Bonds, Series 2000D, of the City (the "Bonds", or indiv' ually a"Bond"), al1 in accordance with the Terms of Prop sal for the bond sale, at the rates of interest set for hereinafter, and to pay for the Bonds the sum of $ , plus interest accrued to settlement, is izians.z 4 00 -°l9r hereby found, determined and declared to be the most favorable proposal received and is hereby accepted, and Bonds are hereby awarded to the Purchaser. The Direct , Office of Financial Services, or his designee, is di cted to retain the deposit of the Purchaser and to fort ith return to the others making proposals their good ith checks or drafts. 2. Title• Ori inal Issue Date• Den inations• Maturities. The Bonds shall be titled "Gen al Obligation Riverfront Tax Increment Refunding Bonds, eries 2000D", shall be dated November 1, 2000, as the te of original issue and shall be issued forthwith on r after such date as fully registered bonds. The Bonds sh 1 be numbered from R-1 upward. Global Certificates sha each be in the denomination of the entire princip amount maturing on a single date, or, if a portion of id principal amount is prepaid, said principal amount 1 ss the prepayment. Replacement Bonds, if issued a provided in paragraph 6, shall be in the denomination $5,000 each or in any integral multiple thereof o a single maturity. Unless called for early redemptio-, the Bonds shall mature on February 1 in the years a d amounts as follows: Year Amoun Year Amount 2002 2003 2004 2005 2006 2007 � • • a,' � � �� .:@` 1�/ , ?(� � � � •�� 2008 2009 2010 2011 2012 $810,000 850,�00 890,000 930,000 995,000 3. Purpose; Findinas. The Bonds (together with other ava' able funds in the Debt Service Account created for the P ior Bonds and Taxable Bonds) shall provide funds for a c rent refunding of all of the HRA's outstanding Prior nds maturing after 2001 (which callable Prior Bonds are h ein also referred to as the "Refunded Bonds"). The Prio Bonds were issued to refund a series of temporary i2lans.z 5 �o- �°t �-- bonds first issued in 1987 which financed the costs of various public improvements and private improvements (the "Improvements") constituting public costs of redevelopm t made with respect to the Riverfront Project Area. It 's hereby found, determined and declared that this refu ing is pursuant to Minnesota Statutes, Section 475.67, an �s necessary or desirable for the reduction of debt rvice costs. 4. Interest_ The Bonds shall payable semiannually on February 1 and . (each, an "Interest Payment Date"?, comi 2001, calculated on the basis of a 360- 30-day months, at the respective rates opposite the maturity years as follows� bear nterest ugu 1 of each year e ing August 1, year of twelve r annum set forth Maturity Year Interest Rate 2002 2003 2004 2005 2006 2007 % 2008 2009 2010 2011 2012 Interest Rate % 5. Descri tion `t the Global Certlticates anct Global Book-Entr S ste � Upon their original issuance the Bonds will be issued i.`the form of a single Global Certifi- cate for each maturit deposited with the Depository by the Purchaser and immobi zed as provided in paragraph 6. No beneficial owners o�interests in the Bonds will receive certificates repre enting their respective interests in the Bonds except as p,ovided in paragraph 6. Except as so provided, durin the term of the Bonds, beneficial ownership (and subsequen transfers of beneficial ownership) of interests in e Global Certificates will be reflected by book entries ade on the records of the Depository and its Participant and other banks, brokers, and dealers partici- pating in e National System. The Depository's book entries o beneficial ownership interests are authorized to be in i rements of $5,000 of principal of the Bonds, but not sm ler increments, despite the larger authorized denom' ations of the Global Certificates. Payment of pri ipal of, premium, if any, and interest on the G1oba1 Cer ificates will be made to the Bond Registrar as paying i2is�ia.z 6 D d -`t1 �- purchase price, and the Purchaser shall not be obliged o see to the proper application thereof. After the Prio Bonds are redeemed, any unexpended proceeds of the s e of the Prior Bonds shall be held by or at the directio of the HRA, shall be expended for the purposes for which �ie Prior Bonds were issued, and after the costs of the Im 'ovements financed thereby have all been paid any excess 'all be paid to the City for deposit in the Dekit Service A ount. 17. Fund and Accounts. There is eated hereby and by the resolution relating to the Prio and Taxable Bonds a special fund of the City esignated the "Riverfront Bond Fund" (the "Fund"), to��e held and administered by the Director, Office oi Financial Services, separate and apart from all other ac f 'unts of the City. For the convenience and proper administ,ation of the moneys to be borrowed and repaid on the Bond,�; Taxable Bonds and Prior Bonds, and to make adequate and s<ecific security to the Purchaser and holders from time o time of the Bonds, Taxable Bonds and Prior Bonds, here are hereby created in the Fund the accounts provide,�below, to be administered and maintained as bookkeeping ac ounts in the Fund separate and apart from all other accou , s maintained therein. The Fund shall be maintained in th ,Jmanner herein specified until all of the Prior Bonds have en paid and until all of the Bonds and Taxable Bonds and t� interest thereon have been fully paid. There shall be aintained in the Fund two (2) separate accounts, to� e designated the "Refunding Account" and "Debt Service Ac, unt", respectively. (i) Ref din Account. All proceeds of the sale of the Bonds:�shall be deposited in the Refunding Account and-(1) used in paying the Refunded Bonds upon their rede tion on February 1, 2001, and (2) used to pay costs f issuing the Bonds. The moneys in the Refundin- Account shall be used solely for the purposes herein t forth and for no other purpose. Any excess in the efunding Account after the payment of the Refun d Bonds and the costs of issuing the Bonds shall be d osited in the Debt Service Account. (ii) Debt Service Account. To the Debt Service nt there is hereby pledged and irrevocably 2 41 � a-- appropriated and there shall be credited: (1) all accrued interest on the Bonds and all amounts rec ' ed from the Purchaser in excess of $ for he Bonds; (2) tax increments derived from the Riv front Tax Increment District, subject to any prior' pledges of such tax increments and provided that ta increments in excess of amounts necessary to pay the incipal of and interest on the Bonds and Taxable Bo s may be used otherwise as provided by law; (3) rece' s from the HRA pursuant to the Payment Agreement (as efined in paragraph 18); (4) any collections all taxes hereafter levied for the payment o the Bonds or Taxable Bonds and interest thereo ;(5) all investment earnings on funds in the Debt 5 ice Account; and (6) any and a11 other moneys which re properly available and are appropriated by the g erning body of the City to the Debt Service Account. The amount of any surplus remaining in the Debt Serv' e Account when the Bonds and Taxable Bonds and int est thereon are paid shall be used consistent with innesota Statutes, Section 475.61, Subdivision 4. The moneys in the De Service Account shall be used solely to pa� the princ' al and interest and an� premiums for redemption of the nds and Taxable Bonds and any other bonds of the City her fter issued by the City and made payable from the Deb 'Service Account as provided by law, or to pay any rebate e to the United States. No portion of tne proceeds of t Bonds shall be used directly or indirectly to ac ire higher yielding investments or to replace funds w'ch were used directly or indirectly to acquire higher `ielding investments, except (1) for a reasonable te, orary period until such proceeds are needed for the purp e for which the Bonds were issued, and (2) in addition to he above in an amount not greater than $100,000. ��o this effect, any proceeds of the Bonds and any sums from �ime to time held in the Refunding Account or Debt Service ccount allocated to the Bonds (or any other City account�hich will be used to pay principal or interest to become due on the Bonds) in excess of amounts which under then- pplicable federal arbitrage regulations may be inve without regard as to yield shall not be invested at a y eld in excess of the applica�le yield restrictions zia�is.z 4 2