01-311° ��G � -Z��d/ CouncilFile# 0 �" 3 ��
0 R I G I�I � L Green Sheet # l � ��,St`
RESOLUTION
���/,,� "' ITY OF SAINT PAUL, MINNESOTA '�"�
Presented By j �����L
Referred To Committee: Date
ACCEPTING PROPOSAL ON SALE OF
$19,000,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 2001A,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
WHEREAS, the Director, Office of Financial Services, has presented proposals
received for the sale of $19,000,000 General Obligation Capital Improvement Bonds, Series
ZOOlA (the "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
9 WHEREAS, the proposals set forth on Exhibit A attached hereto were received
10 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:30 A.M.,
11 Central Time, this same day; and
12 WHEREAS, the Director, Office of Financial Services, has advised this Council
13 that the proposal of ,�� e,�' m�r.�,a �r.>.�., �S ✓LeWas found to be the most advantageous
14 and has recommended that said proposal be accepted; and
15 WHEREAS, the proceeds of the Bonds will finance certain capital improvements,
16 for which the City is proceeding pursuant to its Charter and Laws of Minnesota far 1971,
17 Chapter 773, as amended, with any excess to be used for any other purpose pezmitted by law;
18 and
19 WHEREAS, the City has hereto£ore issued registered obligations in certificated
20 form, and incurs substantial costs associated with their printing and issuance, and substantial
21 continuing transaction costs relating to their payment, transfer and exchange; and
22 WHEREAS, the City has determined that significant savings in transaction costs
23 will result from issuing bonds in "global book-entry form", by which bonds are issued in
24 certificated form in large denominations, registered on the books of the City in the name of a
25 depository ar its nominee, and held in safekeeping and immobilized by such depository, and such
26 depository as part of the computerized national securities clearance and settlement system (the
27 "National System") registers transfers of ownership interests in the bonds by making
28 computerized book entries on its own books and distributes payments on the bonds to its
29 Participants shown on its books as the owners of such interests; and such Participants and other
30 banks, brokers and dealers participating in the National System will do likewise (not as agents of
31 the City) if not the beneficial owners of the bonds; and
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WFIEREAS, "Participants" means those financial institutions for whom the
Depository effects book-entry transfers and pledges of securities deposited and immobilized with
lhe Depository; and
WHEREAS, The Depository Trust Company, a limited purpose trust company
orglnized under the laws of the State of New York, or any of its successors or successors to its
functions hereunder (the "Depositary"), will act as such depository with respect to the Bonds
except as set forth below, and the City has heretofare delivered a letter of representations (the
"Lelter of Representations") setting forth various matters relating to the Depository and its role
with respect to the Bonds; and
] 0 WHEREAS, the City will deliver the Bonds in the form of one certificate per
ll maturily, each representing the entire principal amount of the Bonds due on a particular maturity
12 daYe (each a"Global Cerlificate"), which single certificate per maturity may be transferred on the
13 City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
14 denominalions unless the City determines to issue Replacement Bonds as provided below; and
15 WH�REAS, the City will be able to replace the Depository or under certain
16 circumstances to abandon the "global book-entry form" by permitting the Global Certificates to
17 Ue exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
18 registei; and "Replacement Bonds" means the certificates representing the Bonds so
19 authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, "Holder" as used herein means the person in whose name a Bond is
21 registered on Che registration books of the City mainYained by the registrar appointed as provided
22 in paragraph 8(the "Bond Registrar"); and
23 WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
24 "participlling underwriters° from purchasing ar selling the Bonds unless the City undertakes to
25 provide cerlain continuing disclosure with respect to the Bonds; and
26 WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
27 public sale requirements do not apply to the Bonds if the City retains an independent financial
28 ldvisor and determines to sell the Bonds by private negotiation, and the City has instead
29 autliorized a competitive sale without publication of notice thereof as a form of private
30 negoliatioi�; and
31 WHEREAS, proposals for the Bonds have been solicited by Springsted
32 Incorporlted p�u•s�iant to an Official Statement and Terms of Proposal therein:
33 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
34 Paul, Minnesota, as follows:
35 l. Acceptance of Proposal. The proposal of Banc of America Securities,
36 LLC (the "Purcl�aser"), to purchase $19,OOQ000 General Obligation Capital Improvement
37 Bonds, Series 2001A, of the City (the "Bonds", or individually a"Bond"), in accordance with the
38 Terms of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for
39 the Bonds the sum of $19,681,895.40, plus interest accrued to settlement, is hereby found,
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10 WHEREAS, the City will deliver the Bonds in the form of one certificate per
I 1 maturity, e h representing the entire principal amount of the Bonds due on a particular maturity
12 date (each a' lobal Certificate"), which single certificate per maturity may be transferred on the
13 City's bond reg ter as required by the Uniform Commercial Code, but not exchanged for smaller
14 denominations u��ess the City determines to issue Replacement Bonds as provided below; and
IS WHEf�EAS, the Citywill be able to replace the Depository or under certain
16 circumstances to abancl n the "giobal book-entry form" by permitting the Global Certificates to
17 be exchanged for smalle�enominations typica( of ordinary bonds registered on the City's bond
18 register; and "Replacemente onds" means the certificates representing the Bonds so
19 authenticated and delivered the Bond Registraz pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, "H'�er" as used herein means the person in whose name a Bond is
21 registered on the registration boo s of the City maintained by the registrar appointed as provided
22 in paragraph 8(the "Bond Reg�straPk�); and
23 WHEREAS, Rule 15c2��12 of the Securities and Exchange Commission prohibits
24 "participating underwriters" from purcti'�sing or selling the Bonds unless the City undertakes to
25 provide certain continuing disclosure witl�respect to 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
rganized under the laws of the State of New York, or any of its successors or successors to its
nctions hereunder (the "Depository"), will act as such depository with respect to the Bonds
ex ept as set forth below, and the City has heretofore delivered a letter of representations (the
"Le r of Representations") setting forth various matters relating to the Depository and its role
with spect to the Bonds; and
26 WHEREAS, pursuant to Min�esota Statutes, Section 475.60, Subdivision 2(9),
27 public sale requirements do not apply to the �gnds if the City retains an independent financial
28 advisor and determines to sell the Bonds by pn�ate negotiation, and the City has instead
29 authorized a competitive sale without publicatio�of notice thereof as a form of private
30 negotiation; and �
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WHEREAS, proposals for the Bonds
Incorporated pursuant to an Official Statement and 7
been solicited by Springsted
ofProposaltherein:
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NOW, THEREFORE, BE IT
Paul, Minnesota, as follows:
the Council of the City of Saint
1. Acceptance of Proposal. The proposal �
"Purchaser") to purchase $19,000,000 General Obligation Cap
2001A, of the City (the "Bonds", or individually a"Bond"), in
Proposal for the bond sale, at the rates of interesf set forth hereinafte
the sum of $ �, plus interest acarued to settlement,
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with the Terms of
to pay for the Bonds
eby found, determined
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determined and declared to be the most favorable proposal received and is hereby accepted, and
the Bonds are hereby awarded to the Purchaser. The Director, Office of Financial Services, or
his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others
making proposals their good faith checks or drafts.
2. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be
tilled "General OUligation Capital Improvement Bonds, Series 2001A", shall be dated April 1,
2001, 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 lhe denomination of lhe entire principal amount maturing on a single date, or, if a portion
of said principal amowrt is prepaid, said principal amount less the prepayment. Replacement
Bonds, if isstted as provided in paragraph 6, shall be in the denomination of $5,000 each or in
auy integral multiple thereof of a single maturity. The Bonds shall mature on March 1 in the
years and amounts as follows:
Year
2002
2003
2004
2005
2006
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15
16
17
18
19
20
21
22
Amount
$1,660,000
1,655,000
1,715,000
1,775,000
1,845,000
Year
2007
2008
2009
2010
2011
Amount
$1,910,000
1,985,000
2,065,000
2,150,000
2,240,000
3. Purpose. The Bonds shall provide funds for the construction of the capital
iinprovemenis in the City's 2001 capital improvement budget (the "ImprovemenYs"), including
payments on a lease relating to the City's central library. The proceeds of the Bonds shall be
deposited 1nd used as provided in paragraph 17, far the purpose described by Laws of Minnesota
for 1971, Cl�apter 773, as amended, and any excess moneys shall be devoted to any other
purpose �ermitted by law. The total cost of the Improvements, which shall include all costs
enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount
of the Bonds. Work on the Improvements shall proceed with due diligence to completion.
23 4. Interest. The Bonds shall bear interest payable semiannually on March 1
24 and 5eptember 1 of each year (each, an"Interest Payment Date"), commencing September 1,
25 2001, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
26 per amzum set forth opposite the maturity years as follows:
Mlturit�
2002
2003
2004
2005
2006
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Interest Rate
4.0 %
4.5
4.5
4.5
4.5
Maturitv Year
2007
2008
2009
2010
2011
Interest Rate
5.0%
5.0
5.0
5.0
5.0
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and declared to be the most favorable proposal received and is hereby accepted, and the Bonds
2 are hereby awarded to the Purchaser. The Director, Offce of Financial Services, or his designee,
3,, is directed to retain the deposit o€'the Purchaser and to forthwith retum to the others making
4 roposals their good faith checks or drafts.
5 � 2. Title: Original Issue Date; Denominations; Maturities. The Bonds shall be
6 titlec��."General Obligation Capital Improvement Bonds, Series 2001A", shall be dated April 1,
7 2001, ns the date of original issue and shall be issued forthwith on or after such date as fully
8 register�e�l bonds. The Bonds shall be numbered from R-1 upward. Global Certificates shall each
9 be in the i� nomination of the entire principal amount maturing on a single date, or, if a portion
10 of said prin�� al amount is prepaid, said principal amount less the prepayment. Replacement
11 Bonds, if issu�d as provided in paragraph 6, shall be in the denomination of $5,000 each or in
12 any integral rnul,Giple thereof of a single maturity. The Bonds shall mature on March 1 in the
13 years and amountg as follows:
Year
2002
�003
2004
2005
2006
14
15
16
17
18
19
20
21
Amount
$1,660,000
1,655,000
1,715,000
1,775,000
���,845,000
Year
2007
2008
2009
2010
2011
Amount
$1,910,000
1,985,000
2,065,000
2,150,000
2,240,000
3. Purpose. Th" ; Bonds shall provide funds for the construction of the capital
improvements in thc City's 2001 ca�al improvement budget (the "Improvements"), including
payments on a lease relating to the City's centrai library. The proceeds of the Bonds shall be
deposited and used as provided in paragYaph 17, for ti�e purpose described by Laws of Minnesota
for 1971, Chapter 773, as amended, and alrfy excess moneys shall be devoted to any other
purpose permitted by law. The total cost of�the Improvements, which shall include all costs
enumerated in Minnesota Statutes, Section 4'7�5.65, is estimated to be at least equal to the amount
22 of the Bonds. Work on the Improvements shall proceed with due diligence to completion.
23 4. Interest. The Bonds shall bear interest payable semiannually on Mazch 1
24 and Sepiember 1 of each year (each, an "Interest P��ment Date"), commencing September 1,
25 2001, calculated on the basis of a 360}day year of t�lve 30-day months, at the respective rates
26 per annum set forth opposite the maturity years a� foll'Qws:
Maturity Year
2002
2003
2004
2005
2006
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Interest Rate M� urit '
\.
o�u 2`0,07
20d�3
2009
2010
2011
3
Interest Rate
%
01-3ir
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12
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IS
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5. Description of the Global Certificates and Global Book-Entrv S sy tem.
Upon their original issuance the Bonds will be issued in the form of a single Global Certificate
for each maturity, deposited with the Depository by the Purchaser and immobilized as provided
in par�graph 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
pariicipating 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
Regislrar as paying agent, and in turn by the Bond Registrar to the Depository or its nominee as
registered owiier of the Global Certificates, and the Depository according to the laws and rules
governing it will receive and forward payments on behalf of the beneficial owners of the Global
Certificales.
17 Ptiymenl oPprincipal of, premium, if any, and interest on a Global Certificate may in the
18 City's discrefion be made by such other method of transferring funds as may be requested by the
19 Holder of a Global Certificate.
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6. Immobilization of Global Certificates by the Depository; Successor
Depositorv: Re�lacement Bonds. Pursuant to the request of the Purchaser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
tlie Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with
the Depository or its agent. The Global Certificates shall be in typewritten form or otherwise as
acceplable to the Depository, shall be registered in the name of the Depository ar its nominee
and shall be held immobilized from circulation at the offices of the Depositary or its agent on
behllf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the
sole holder oPrecord of the Global Certificates and no investor ar other party purchasing, selling
or otherwise transfen•ing ownership of interests in any Bond is to receive, hold or deliver any
bond certificates so long as the Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be transferred or
exchanged except:
(i) Upon registration of transfer of ownership of a Global Certificate, as
provided in paragraph 12,
(ii) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository or any substitute depository
must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
Code at MinnesoCa Statutes, Section 336.8-102, and a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
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� 1 5. Descrintion of the Global Certificates and Globai Book Entrv Svstem.
Upon their original issuance the Bonds will be �ssued m the form of a single Global Certificate
3 for each maturity, deposited with the Depository by the Purchaser and immobilized as provided
4 paragraph 6. No beneficial owners oFinterests in the Bonds will receive certificates
5 re esenting their respective interests in the Bonds except as provided in paragraph 6. Except as
6 so p vided, during the term of the Bonds, beneficial ownership (and subsequent transfers of
7�� bene ial ownership) of interests in the Global Certificates will be reflected by book entries
8 made o the records of the Depository and its Participants and other banks, brokers, and dealers
9 participat�g in the National System. The Depository's book entries of beneficial ownership
10 interests arc� uthorized to be in increments af $5,000 of principal of the Bonds, but not smaller
11 increments, d��pite the larger authorized denominations of the Global Certificates. Payment of
12 principal of, pre: ium, if any, and interest on the Global Certificates will be made to the Bond
13 Registrar as pay�n , agent, and in turn by the Bond Registrar to the Depository o� its nominee as
14 registered owner of ih Global Certificates, and the Depository according to the laws and rules
15 governing it will recei�\nd forward payments on behalf of the beneficial owners of the Global
16 Certificates.
17 Payment ofprincipal �d�' prerriium, if any, and interest on a Global Certificate may in the
18 City's discretion be made by suC other method of transferring funds as may be requested by the
19 Holder of a Global Certificate. �
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6. Immobilizatio�of Global Certificates bv the Denositorv Successor
Depositorv: Renlacement Bonds. Purs nt to the request of the Purchaser to the Depository,
which request is required by the Terms o�•�roposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Glbbal Certificates representing atl of the Bonds with
the Depository. Tha Global Certificates shal���e in typewritten form or otherwise as acceptable
to the Depository, shall be registered in the narri of the Depository or its nominee and shall be
held immobilized from circulation at the offices� {'ihe Depository on behalf of the Purchaser and
subsequent bondowners. The Depository or its nom'nee will be the sole holder of record of the
Global Certificates and no investor or other party pu��iasing, selling or otherwise transferring
ownership of interests in any Bond is to receive; hold on,deliver any bond certificates so long as
the Depository holds the Global Certificates immobilized��i�om circulation, except as provided
below in this paragraph and in paragraph 12. `�,,
. Certificates evidencing the Bonds may not after their
exchanged except:
(i) Upon registration of transfer of ownership of a
provided in paragraph 12,
delivery be transferred or
Certificate, as
(ii) To any successor of the Depository (or its nominee) or ai�,y, substitute
depository (a "substitute depository") designated pursuant to clause (iii) 0�"4 �,�s
subpazagraph, provided that any successor of the Depository or any substitutc deposi
must be both a"clearing corporation" as defined in the Minnesota Uniform Co�
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "cl�"?�ri
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as ame�
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(iii) To a substitute depository designated by and acceptable to the City upon
(a) the determination by the Depository that the Bonds shall no longer be eligible for its
depository services or (b) a determination by the City that the Depository is no longer
able to carry out its functions, provided that any substitute depository must be qualified to
act as such, as provided in clause (ii) of this subparagraph, or
(iv) To those persons to whom transfer is requested in written transfer
instructions in the event that:
8 (a) the Depository shall resign or discontinue its services for the
9 Bonds and the City is unable to locate a substitute depository within two (2)
10 months following the resignation or determination of non-eligibility, or
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(b) upon a determination by the City in its sole discretion that (1) the
continuation of the book-entry systam 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, ar(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 G1oUa1 Certificates shall register their
transfer to the substitute or successor depository, and the substitute or successor depository shall
be treated as the Depository for all purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor depository unless the City and the
substitute or successor depository so agree, and a similar agreement may be entered into.
7. Redem�tion.
(a) Optional Redemption; Due Date. All Bonds maturing after March 1, 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
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1 provided on the Global Certificate stating the amount so redeemed, or may return the Global
2 Certificate to the Bond Registrar in exchange far a new Global Certificate authenticated by the
3 Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for
4 reference only, and may not be relied upon by any other person as being in any way
5 determinative of the principal amount of such Global Certificate outstanding, unless the Bond
6 Registrar has signed the appropriate column of the panel.
7 (c) Selection of Replacement Bonds. To effect a partial redemption of Replacement
8 Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
9 shall assign to each Replacement Bond having a common maturity date a distinctive number for
10 each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then
11 select by lot, using such method of selection as it shall deem proper in its discretion, from the
12 numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each
13 number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
14 Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
15 numbers so selected; provided, however, that only so much of the principal amount of each such
16 Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
17 $5,000 for each number assigned to it and so selected.
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(d) Partial Redemntion 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 aggegate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
28 (e) Request for Redemntion. The Bond Registrar shall call Bonds for redemption and
29 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior
30 to the redemption date of a request of the City, in written form if the Bond Registraz is other than
31 a City officer. Such request shall specify the principal amount of Bonds to be called for
32 redemption and the redemption date.
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(� Notice. Mailed notice of redemption shall be given to the paying agent (if other
than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds
for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give
written notice in the name of the City of its intention to redeem and pay such Bonds at the office
of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prepaid,
mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
redeemed, at the address appearing in the Bond Register. All notices of redemption shall state:
(i) The redemption date;
41 (ii) The redemption price;
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1 (iii) If ]ess than all outstanding Bonds are to be redeemed, the identification
2 (and, in the case of partial redemption, the respective principal amounts) of the Bonds to
3 be redeemed;
4 (iv) That on the redemption date, the redemption price will become due and
5 payable upon each such Bond, and that interest thereon shall cease to accrue from and
6 after said date; and
(v) The place where such Bonds are to be surrendered for payment of the
redemption price (which shall be the office of the Bond Registrar).
9 (g) Notice to Depositorv. Notices to The Depository Trust Company or its nominee
10 shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than
11 the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such
12 notice to the Depository on the business day next preceding the date of mailing of such notice to
13 all other Holders.
14 8. Bond Re is� trar. U. S. Bank Trust National Association, in Saint Paul,
15 Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the
16 "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed,
17 all pursuant to any contract the City and Bond Registrar shall execute which is consistent
18 herewith. A successor Bond Registrar shall be an officer of the City or a bank or trust company
19 eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may
20 be appointed pursuant to any contract the City and such successor Bond Registrar shall execute
21 which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and
22 until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be
23 paid to the Holders (or record holders) of the Bonds in the manner set forth in the forms of Bond
24 and paragraph 14 of this resolution.
25 9. Forms of Bond The Bonds shall be in the form of Global Certificates
26 unless and until Replacement Bonds are made available as provided in paragraph 6. Each form
27 of bond may contain such additional or different terms and provisions as to the form of payment,
28 record date, notices and other matters as are consistent with the Letter of Representations and
29 approved by the City Attorney.
30 A. Global Certificates. The Global Certificates, together with the Certificate of
31 Registration, the Register of Partial Payments, the form of Assignment and the registration
32 information thereon, shall be in substantially the following form and may be typewritten rather
33 than printed:
12G8773v2
O�-'a�♦
�
$
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 2001A
INTEREST
RATE
REGISTERED OWNER:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSL7E
CUSIP
March 1, _
10 PRINCIPAL AMOLJNT:
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
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 ar 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 March 1 and September 1 of each year (each, an "Interest
Payment Date"), commencing September 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 premiwn, if any, on this Bond are payable in same-
day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal
office of in , Minnesota (the "Bond Registrar"), acting as
paying agent, or any successor paying agent duly appointed by the Issuer; provided, however,
that upon a partial redemption of this Bond which results in the stated amount hereof being
reduced, the Holder may in its discretion be paid without presentation of this Bond, which
payment shall be received no later than 2:30 p.m., Eastern time, and may make a notation on the
panel provided herein of such redemption, stating the amount so redeemed, ar 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 230 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
April 1, 2001
1268773v2
0�-7�e
1 Date (the "Regular Record Date"). Interest payments shall be received by the Holder no later
2 than 2:30 p.m., Eastern time; and principal and premium payments shall be received by the
3 Holder no later than 2:30 p.m., Eastern time, if the Bond is surrendered for payrnent enough in
4 advance to permit payment to be made by such time. Any interest not so timely paid shall cease
5 to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
6 payable to the person who is the Holder hereof at the close of business on a date (the "Special
7 Record Date") fixed by the Bond Registrar whenever money becomes available for payment of
8 the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
9 than ten days prior to the Special Record Date. The principal of and premium, if any, and
10 interest on this Bond are payable in lawful money of the United States of America.
11 Date of Pavment Not Business Dav. If the date for payment of the principal of,
12 premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
13 which banking institutions in the City of New York, New York, or the city where the principal
14 office of the Bond Registrar is located are authorized by law or executive order to close, then the
15 date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
16 holiday or a day on which such banking institutions are authorized to close, and payment on such
17 date shall have the same force and effect as if made on the nominal date of payment.
18 Redemption. All Bonds ofthis issue (the "Bonds") maturing after March 1, 2009,
19 are subject to redemption and prepayment at the option of the Issuer on such date and on any day
20 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
21 Bonds subj ect to prepayment. If redemption is in part, those Bonds remaining unpaid may be
22 prepaid in such order of maturity and in such amount per maturity as the City shall determine;
23 and if only part of the Bonds having a common maturity date are called for prepayment, this
24 Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for
25 redemption shall be due and payable on the redemption date, and interest thereon shall cease to
26 accrue from and after the redemption date.
27 Notice of Redemption. Mailed notice of redemption shall be given to the paying
28 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
29 the Bonds are called for redemption, written notice thereof will be given by first class mail
30 mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
31 redeemed. In connection with any such notice, the "CUSII"' numbers assigned to the Bonds
32 shall be used.
33 Renlacement or Notation of Bonds after Partiai Redemption. Upon a partial
34 redemption of this Bond which results in the stated amount hereof being reduced, the Holder
35 may in its discretion make a notation on the panel provided herein of such redemption, stating
36 the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and
37 may not be relied upon by any other person as being in any way determinative of the principal
38 amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
39 the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
40 Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
41 Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
42 authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
43 authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the
9
1268773v2
o►-���
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
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 total
principal amount of $19,000,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption privilege, which Bond has been issued
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773, as amended, and the Charter of
the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on March 28,
2001 (the "Resolution"), for the purpose of providing money to finance the acquisition,
construction and repair of various capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the
Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
and interest when the same become due, the fuli faith and credit and taxing powers of the Issuer
have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
single date, or, if a portion of said principal is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made available as provided below, are issuabie solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
that:
Reolacement Bonds. Replacement Bonds may be issued by the Issuer in the event
30 (a) the Depository shall resign or discontinue its services for the Bonds, and only
31 if the Issuer is unable to locate a substitute depository within two (2) months following
32 the resignation or determination of non-eligibility, ar
33 (b) upon a determination by the Issuer in its sole discretion that (1) the
34 continuation of the book-entry system described in the Resolution, which precludes the
35 issuance of certificates (other than Global Certificates) to any Holder other than the
36 Depository (or its nominee), might adversely affect the interest of the beneficial owners
37 of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
38 they be able to obtain certificated bonds.
39 Transfer. This Bond shall be registered in the name of the payee on the books of
40 the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his,
41 her or its name and note the date of registration opposite the name of the payee in the certificate
10
12G8773v2
o� _� ��
1 of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
2 assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
3 Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights
4 and powers of an owner until this Bond is presented with such assignment for registration of
5 transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
6 and effective, and until such transfer is registered on said books and noted hereon by the Bond
7 Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable
8 regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar.
9 Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
10 restrictions if required to qualify this Bond as being "in registered form" within the meaning of
11 Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
12 Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
13 sufficient to cover any tax or other governmental charge payable in connection with the transfer
14 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
15 Treatment of ReQistered Owner. The Issuer and Bond Registrar may treat the
16 person in whose name this Bond is registered as the owner hereof for the purpose of receiving
17 payment as herein provided (except as otherwise provided with respect to the Record Date) and
18 for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
19 Bond Registrar shall be affected by notice to the contrary.
20 Authentication. This Bond shall not be valid or become obligatory for any
21 purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
22 been executed by the Bond Registrar.
23 Not Qualified Tax-Exem�t Obli atg ions. The Bonds haue not been designated by
24 the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal
25 Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
26 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
27 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
28 be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
29 done, have happened and have been performed, in regular and due form, time and manner as
30 required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
31 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
32 does not exceed any constitutional or statutory or Charter limitation of indebtedness.
33 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
34 its City Council has caused this Bond to be executed on its behalf by the photocopied facsimile
35 signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and
36 countersigned by the photocopied facsimile signature of its Director, Office of Financial
37 Services, the official seal having been omitted as permitted by law.
11
12G8773v2
��-a��
1 Date of Registration:
2
3
4
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
12
13
14
15
16 Bond Registrar
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
By
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Capital Improvement Bond, Series 2001A, No. R-
12G8773v2
12
O � -'3 ��
CERTIFICATB 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 ]egal representative last noted below.
DATE OF
REGISTRATTON
SIGNATiJRE OF
BOND REGISTRAR
13
12G8773v2
o� -���
REGISTER OF PARTIAL PAYMENTS
3 The principal amount of the attached Bond has been prepaid on the dates and in the amounts
4 noted below:
Date Amount Bondholder Bond Re ig strar
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.
14
1268773v2
o�-���
1
2
3
4
5
6
7
8
9
10
11
12
13
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)
underthe
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviaYions may also be used
though not in the above list.
15
12G8773v2
ol-���
ASSIGNMENT
2 For value received, the undersigned hereby sells, assigns and transfers unto
3 the attached
4 Bond and does hereby irrevocably constitute and appoint
5 attorney to transfer the Bond on the books kept for the
6 regislration thereof, with full power of substitution in the premises.
7
8 Notice: The assignor's signature to this assignment must
9 correspond with the name as it appears upon the face of
10 the attached Bond in every particular, without alteration
11 or any change whatever.
12 Signature Guaranteed:
13
14 Signatttre(s) musl be guaranteed by a national bank or trust company or by a brokerage firm
15 having � membership in oiie of the major stock exchanges or any other "Eligible Guarantor
16 InsCit�ition" as defined iii 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registrar will not effect transfer of this Bond unless the information
18 coneeruing the Yransferee requested below is provided.
19 Name 1nd Address:
�
21
22
23
(Include information for all joint owners ifthe Bond is held
by j oint account.)
16
12G8773v2
.. �
o l-'���
ASSIGNMENT
2
3
4
5
6
21
22
23
For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Bond a d does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the
registratio thereof, with full power of substitution in the premises.
7
8
9
10
il
12 Signature Guaranteed:
13
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of
the attached Bond in every particular, without alteration
, or any change whatever.
14 Signature(s) must be guaranteed by" , national bank or trust company or by a brokerage firm
15 having a membership in one of the m�`a}pr stock exchanges or any other "Eligible Guarantor
16 Institution" as defined in 17 CFR 240.1�' d-15(a)(2).
l 7 The Bond Registrar will not �£€ect transfer of this Bond unless ihe information
I8 concerning the transferee requested below is pYy�vided.
19 Name and Address:
20
(Include information for all
by joint account.)
1268773v2
E�
owners if the Bond is held
o� -3��
1 B. Replacement Bonds. If the City has notified Holders that Replacement Bonds
2 have been made available as provided in paragraph 6, then for every Bond thereafter transferred
3 or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not
4 previously exchanged for Replacement Bonds) the Bond Registrar shall deliver a certificate in
5 the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global
6 Certificate shall not otherwise be required to exchange the Global Certificate far one or more
7 Replacement Bonds since the City recognizes that some beneficial owners may prefer the
8 convenience of the Depository's registered ownership of the Bonds even though the entire issue
9 is no longer required to be in global book-entry form. The Replacement Bonds, together with the
10 Bond Registrar's Certificate of Authentication, the form of Assignment and the registration
11 information thereon, shall be in substantially the foliowing form:
17
1268773v2
o� .3��
LTNITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAUL
�
6
7
C]
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 2001A
INTEREST MATURITY
RATE DATE
REGISTERED OWNER:
10 PRINCIPAL AMOUNT:
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
DOLLARS
$
CUSIP
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 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 March 1
and September 1 of each year (each, an "Interest Payment Date"), commencing September 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 hereo£ The principal of and premium, if
any, on this Bond are payable upon presentation and surrender hereof at the principal office
of ,in ,
(the "Bond Registrar"), acting as paying agent, or any successar paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder"
or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Recard Date"). Any inYerest 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 ofbusiness 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.
12G8773v2
DATE OF
ORIGINAL ISSUE
April 1, 2001
IE:�
o� �� ��
1 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
2 THIS BOND SET FOKTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
3 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
4 IT IS HEREBY CERTIFIED AND I2ECITED that all acts, conditions and things
5 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
6 be done, to happen and to be performed, precedent to and in the issuance of this Bond, ha�e been
7 done, have happened and have been performed, in regular and due form, time and manner as
8 required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
9 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
10 does not exceed any constitutional or statutory or Charter limitation of indebtedness.
11 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
12 its City Council has caused this Bond to be executed on its behalf by the original or facsimile
13 signature of its Mayor, attested by the original or facsimile signature of its Clerk, and
14 countersigned by the original or facsimile signature of its Director, Office of Financial Services,
15 the official seal having been omitted as permitted by law.
19
12G8773v2
t�\-'J �\
1 Date of Registration:
2
�
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution rnentioned
11 within.
12
13
14
15
16 Bond Registrar
17
18
19
20
21
22
23
Authorized Signature
12G8773v2
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
20
O1-'J �\
ON REVERSE OF BOND
Date of Payment Not Business Day. If the date for payment of the principal of,
premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
which banking institutions in the City of New Yark, New York, or the city where the principal
office of the Bond Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday or a day on which such banking institutions are authorized to close, and payment on such
date shall have the same force and effect as ifmade on the nominal date ofpayment.
9 Redemption. All Bonds ofthis issue (the "Bonds") maturing after March 1, 2009,
10 are subject to redemption and prepayment at the option of the Issuer on such date and on any day
11 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
12 Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
13 prepaid in such order of maturity and in such amount per maturity as the City shall determine;
14 and if only part of the Bonds having a common maturity date are called for prepayment, the
15 specifac Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions
16 thereof called for redemption shall be due and payable on the redemption date, and interest
17 thereon shall cease to accrue from and after the redemption date.
18 Notice of Redemption. Mailed notice of redemption shall be given to the paying
19 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
20 the Bonds are called for redemption, written notice thereof will be given by first class mail
21 mailed not less than thiriy (30) days prior to the redemption date to each Holder of Bonds to be
22 redeemed. In connection with any such notice, the "CU5Il"' numbers assigned to the Bonds
23 shall be used.
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
Selection o£ Bonds for Redem�tion. 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
mimber, shall equal the principa] 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
shall 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
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any authorized
denomination or denominations, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
12G8773v2
21
o�-���
1 Issuance; Purpose; General Obli ag tion. This Bond is one of an issue in the total
2 principal amount of $19,000,000, all of like date of original issue and tenor, except as to number,
3 maturity, interest rate, denomination, and redemption privilege, which Bond has been issued
4 pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,
5 including particularly Laws of Minnesota for 1971, Chapter 773, as amended, and the Charter of
6 the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on March 28,
7 2001 (the "Resolution"), for the purpose of providing money to finance the acquisition,
8 construction and repair of various capital improvements in the City. This Bond is payable out of
9 the General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the
10 Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
11 and interest when the same become due, the full faith and credit and taacing powers of the Issuer
12 have been and are hereby irrevocably pledged.
13 Denominations; Exchan�e; Resolution. The Bonds are issuable solely as fully
14 registered bonds in the denominations of $5,000 and integral multiples thereof of a single
15 maturity and are exchangeable far fully registered Bonds of other authorized denominations in
16 equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
17 manner and subject to the limitations provided in the Resolution. Reference is hereby made to
18 the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
19 Resolution are on file in the principal office of the Bond Registrar.
20 Transfer. This Bond is transferable by the Holder in person or by his, her or its
21 attorney duly authorized in writing at the principal office of the Bond Registrar upon
22 presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
23 provided in the Resolution and to reasonable regulations of the Issuer contained in any
24 agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the
25 Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully
26 registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
27 similar designation), of an authorized denomination or denominations, in aggregate principal
28 amount equal to the principal amount of this Bond, of the same maturity and bearing interest at
29 the same rate.
30 Fees unon Transfer or Loss. The Bond Registrar may require payment of a sum
31 sufficienY to cover any tax or other governmental charge payable in connection with the transfer
32 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
33 Treatment of ReQistered Owner. The Issuer and Bond Registrar may treat the
34 person in whose name this Bond is registered as the owner hereof for the purpose of receiving
35 payment as herein provided (except as otherwise provided on the reverse side hereof with respect
36 to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and
37 neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
38 Authentication. This Bond shall not be valid or become obligatory for any
39 purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
40 been executed by the Bond Registrar.
22
1268773v2
D\-7\\
1 Not Oualified Tax-Exempt Obli atg ions. The Bonds have not been designated by
2 the Issuer 1s "qualified tax-exempt obligations" far purposes of Section 265(b)(3) of the federal
3 Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
23
12G8773v2
O\ -���
1
ABBREVIATIONS
2 The following abbreviations, when used in the inscription on the face of this
3 Bond, shall be construed as though they were written out in full according to applicable laws or
4 regulations:
5
6
7
8
9
10
11
12
13
14
15
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)
miderthe
12G8773v2
(Minor)
Uniform Transfers to Minors Act
(State)
Additionai abbreviations may also be used
though not in the above list.
24
D\ ��
ASSIGNMENT
2 For value received, the undersigned hereby sells, assigns and transfers unto
3 the within
4 Bond 1nd does hereby irrevocably constitute and appoint
5 attomey to transfer the Bond on the books kept for the
6 regislraYion thereo£, with full power of substitution in the premises.
7 Dated:
8 Notice: The assignor's signature to this assignment must
9 correspond with the name as it appears upon the face of
10 the within Bond in every particular, without alteration or
I 1 any change whatever.
12 SignaYUre Guarat�teed;
iic3
14 Signalure(s) musl be guaranteed by a national bank ar trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges ar any other "Eligible Guarantor
16 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registrar wi11 not effect transfer of this Bond unless the information
18 concerning the transferee requested below is provided.
19 Name and Address:
20
21
22
23
24
(Include informaYion for all joint owners if the Bond is held
byjoint account.)
25
12G877Jv2
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1
2
4
5
6
7
8
9
10
11
12
13
ASSIGNMENT
� For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Boi1d and does hereby irrevocably constitute and appoint
attomey to transfer the Bond on the books kept for the
registration thereof, with full power of substitution in the premises.
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of
the attached Bond in every particular, without alteration
or any change whatever.
Signature Guaranteedi,
14 Signature(s) must be guaranteed by a national banlc or trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges or any other "Eligible Guarantor
16 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
17
18
19
20
21
22
23
24
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested befow is provided.
Name and Address:
(Include information for all joint owners if the Bond is held
by joint account.)
12G6773v2
25
C� \ —�\�
L�
10
11
12
13
14
15
16
17
18
19
20
21
22
23
10. Execution. The Bonds shall be executed on behalf of the City by the
signatures of its Mayor, Clerk and Director, Office of Financia] 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 bel�alf 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 ar 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
sh111 authenticate the signatures of officers of the City on each Bond by execution of the
Certificate of Authentication on the Bond and by inserting as the date of registration in the space
provided the date on which the Bond is authenticated. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the
date of original issue, which date is April 1, 2001. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been authenticated and delivered under this
resolution.
24 12. Reeistration; Transfer; ExchanQe. The City will cause to be kept at the
25 principal office of the Bond Registrar a bond register in which, subject to such reasonable
26 regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
27 registration of Bonds and the registration of transfers of Bonds entitled to be registered or
28 transferred as herein provided.
29
30
31
32
33
34
35
36
37
38
39
40
41
42
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 Certi£cate 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
entitied 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 tl�is 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
12G8773v2
26
o�-a��
1 form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as
2 amended.
3 If a Global Certificate is to be exchanged for one ar more Replacement Bonds, all
4 of the principal amount of the Global Certificate shall be so exchanged.
5 Upon surrender for transfer of any Replacement Bond at the principal office of
6 the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall
7 authenticate, insert the date of registration (as provided in paragraph 11) of, and deliver, in the
8 name of the designated transferee or transferees, one or more new Replacement Bonds of any
9 authorized denomination or denominations of a like aggregate principal amount, having the same
10 stated maturity and interest rate, as requested by the transferor; provided, however, that no bond
11 may be registered in blank or in the name of "bearer" ar similar designation.
12 At the option of the Holder of a Replacement Bond, Replacement Bonds may be
13 exchanged far Replacement Bonds of any authorized denomination or denominations of a like
14 aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
15 exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are
16 so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall
17 authenticate, insert the date of registration of, and deliver the Replacement Bonds which the
18 Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
19 Global Certificates of smaller denominations.
20 All Bonds surrendered upon any exchange or transfer provided for in this
21 resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
22 directed by the City.
23 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
24 general obligations of the City evidencing the same debt, and entitled to the same benefits under
25 this resolution, as the Bonds surrendered for such exchange or transfer.
26 Every Bond presented or surrendered for transfer or exchange shall be duly
27 endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
28 Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
29 writing.
30 The Bond Registrar may require payment of a sum sufficient to cover any ta�c or
31 other governmental charge payable in connection with the transfer or exchange of any Bond and
32 any legal or unusual costs regarding transfers and lost Bonds.
33 Transfers shall also be subject to reasonable regulations of the City contained in
34 any agreement with, or notice to, the Bond Registrar, including regulations which permit the
35 Bond Registrar to close its transfer books between record dates and payment dates.
36 13. Ri¢hts Upon Transfer or Exchange. Each Bond delivered upon transfer of
37 or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
38 unpaid, and to accrue, which were carried by such other Bond.
27
12G8773v2
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1 14. Interest Pavment; Record Date. Interest on any Global Certificate shall be
2 paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be
3 paid on each Interest Payment Date by check or draft mailed to the person in whose name the
4 Bond is registered (the "Holder") on the registration books of the City maintained by the Bond
5 Registrar, and in each case at the address appearing thereon at the close of business on the
6 fifteenth (l Sth) day of the calendar month preceding such Interest Payment Date (the "Regular
7 Record Date"). Any such interest not so timely paid shall cease to be payable to the person who
8 is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the
9 Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
10 Registrar whenever money becomes available for payment of the defaulted interest. Notice of
11 the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten
12 (10) days prior to the Special Record Date.
13 15. Holders: Treatment of Registered Owner; Consent of Holders.
14 A. For the purposes of all actions, consents and other matters affecting Holders of the
15 Bonds, other than payments, redemptions, and purchases, the City may (but shall not be
16 obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
17 in whose name the Bond is registered. For that purpose, the City may ascertain the identity of
18 the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion
19 deems appropriate, including but not limited to a certificate from the person in whose name the
20 Bond is registered identifying such beneficial owner.
21 B. The City and Bond Registrar may treat the person in whose name any Bond is
22 registered as the owner of such Bond for the purpose of receiving payment of principal of and
23 premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
24 Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and
25 neither the City nor the Bond Registrar shall be affected by notice to the contrazy.
2G C. Any consent, request, direction, approval, objection ar other instrument to be
2? signed and executed by the Holders may be in any number of concurrent writings of similar tenor
28 and must be signed or executed by such Holders in person or by agent appointed in writing.
29 Proof of the execution of any such consent, request, direction, approval, objection or other
30 instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in
31 the following manner, shall be sufficient for any of the purposes of this resolution, and shall be
32 conclusive in favor of the City with regard to any action taken by it under such request or other
33 instrument, namely:
34 (1) The fact and date of the execution by any person of any such writing may
35 be proved by the certificate of any officer in any jurisdiction who by law has power to
36 take acknowledgments within such jurisdiction that the person signing such writing
37 acknowledged befare him or her the execution thereof, ar by an affidavit of any witness
38 to such execution.
39 (2) Subject to the provisions of subpazagraph (A) above, the fact of the
40 ownership by any person of Bonds and the amounts and numbers of such Bonds, and the
41 date of the holding of the same, may be proved by reference to the bond register.
28
1268773v2
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9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
16. Delivery; Application of Proceeds. 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 purchase price, and the Purchaser shall not be obliged to see to the
proper application thereof.
17. Fund and Account. There is hereby created a special account to be
designated the "Capital Improvement Bonds of 2001A Account" (the "AccounY') to be
administered and maintained by the City Treasurer as a bookkeeping account separate and apart
from all other accounts maintained in the officiai financial records of the City. There has been
heretofore created and established the General Debt Service Fund (mimbered 960, herein the
"Fund"). The Fund and the Account shall each be maintained in the manner herein specified
until all of the Sonds and the interest thereon haue been fully paid.
(i) Account. To the Account there shall be credited the proceeds of
the sale of the Bonds, less accrued interest received thereon, and less any amount
paid for the Bonds in excess of $18,857,500. From the Account there shall be
paid all costs and expenses of making the Improvements, including the cost of any
construction contracts heretofore let and all other costs incurred and to be incuned
of the kind authorized in Minnesota Statutes, Section 475.65 (including interest
on the Bonds payable during the construction period); and the moneys in the
Account shall be used for no other purpose except as otherwise provided by law;
provided that the proceeds of the Bonds may also be used to the extent necessary
to pay interest on the Bonds due prior to the anticipated date of commencement of
the collection of taxes levied herein; and provided further that if upon completion
of the Improvements there shall remain any unexpended balance in the Account,
the balance may be transferred by the Council to the fund of any other
improvement instituted pursuant to Laws of Minnesota for 1971, Chapter 773, as
amended, or used for any other puipose permitted by law, ar transfened to the
Fund. All eamings on the Account shall be transferred to the Fund, or may
remain in the Account.
(ii) Fund. There is hereby pledged and there shall be credited to the
Fund, to a special sinking fund account which is hereby created and established
therein for the payment of the Bonds: (a) all accrued interest received upon
delivery of the Bonds; (b) all funds paid for the Bonds in excess of $18,857,500;
(c) any collections of all taxes which are herein levied for the payment of the
Bonds and interest thereon as provided in paragraph 1$; (d) all funds remaining in
the Account after completion of the Improvements and payrnent of the costs
thereof, not so transferred to the account of another improvement or used for any
other purpose permitted by law; (e) all inveshnent earnings on moneys held in
said special account in the Fund; and (� any and all other moneys which are
properly available and are appropriated by the governing body of the City to said
special account in the Fund.
41 Said special account created in the Fund shall be used solely to pay the principal and
42 interest and any premiums for redemption of the Bonds and any other bonds of the City
43 heretofore or hereafter issued by the City and made payable from said special account in the
29
1268773v2
o�-���
10
11
12
l3
14
15
16
17
Fund as provided by law, ar 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 directly or indirectly to acquire higher yielding inveshnents,
except (1) for a reasonable temporary period until such proceeds are needed for the purpose for
which tl�e Bonds were issued, and (2) in addition to the above in an amount not greater than
$100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the
Account or said specia] account in the Fund (ar any other City account which will be used to pay
principal or interest to become due on the bonds payable therefrom) in excess of amounts which
under then-applicable federal arbitrage regulations may be invested without regard as to yield
shall not be invested at a yield in excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after taking into account any applicable "temporary
periods" or "minor porlion° made available under the federal arbitrage regulations. In addition,
die proceeds of thc Bonds and money in the Account or the Fund shall not be invested in
obligalions or deposits issued by, guaranteed by or insured by the United States or any agency or
instrwneutaliCy thereof if and to the extent that such investment would cause the Bonds to be
"federally guaranleed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code").
18 18. Tax Levv; Covera e� Test. To provide moneys for payment of the
19 priucipal and intex'esf on the Bonds there is hereby levied upon all of the taacable property in the
20 CiYy a direcC amival ad valorem tax which shall be spread upon the tax rolls and collected with
21 and 1s part of other general property taxes in the City for the years and in the amounts as
22 follows:
Year of Tax
Lev
2000*
2001
2002
2003
2004
2005
2006
2007
2008
2009
Year of Tax
Levy
2001*
2002
2003
2004
2005
2006
2007
2008
2009
2010
Amount
$2,607,759*
2,611,403
2,596,204
2,578,170
2,567,802
2,548,875
2,527,350
2,507,138
2,487,975
2,469,600
23 " heretofore levied or provided from other available City funds, including premium received
24 u�oiz sale of lhe bonds
25 The tax levies are such that if collected in full they, together with estimated
26 collections of any other revenues herein pledged for the payment of the Bonds, will produce at
27 leasl five percent (5%) in excess of the amount needed to meet when due the principal and
28 interest plyments on the Bonds. The tax levies shall be irrepealable so long as any of the Bonds
29 are outstai�ding and unpaid, provided that the City reserves the righY and power to reduce the
30
12G8773v2
2
4
5
6
10
11
12
13
14
IS
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Di ��i
Fund as provided by law, or to pay any rebate due to the United States. No portion of the
roceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments
to replace funds which were used directly or indirectly to acquire higher yielding investments,
ex ept (1) for a reasonable temporary period until such proceeds are needed for the puipose for
whi the Bonds were issued, and (2) in addition to the above in an amount not greater ihan
$] 00, 00. To this effect, any proceeds of the Bonds and any sums from time to time held in the
Accoun or said special account in the Fund (or any other City account which will be used to pay
principal r interest to become due on the bonds payable therefrom) in excess of amounts which
under then- plicable federal arbitrage regulations may be invested without regard as to yield
shall not be i vested at a yield in excess of the applicable yield restrictions imposed by said
arbihage regul ions on such investments after taking into account any applicable "temporary
periods" or "min x portion" made available under the federal arbitrage regulations. In addition,
the proceeds of the��, o
obligations or deposiF�
instrumentality therem
"federally guaranteed"
Code of 1986, as amer
and money in the Account or the Fund shall not be invested in
issued by, guaranteed by or insured by the United States or any agency or
�if and to the extent that such investment would cause the Bonds to be
wi�hin the meaning of Section 149(b) of the federal Internal Revenue
ied ���he "Code").
18. Tax Lev'�
principal and interest on the Bo
City a direct annual ad valorem
and as part of other general pro�
follows:
Year of Tax
Levv
2000•
2001
2002
2003
2004
2005
200G
2007
2008
2009
overage Test. To provide moneys for payment of the
there is hereby levied upon all of the taxable property in the
; which shall be spread upon the tax rolls and collected with
y���axes in the City for the years and in the amounts as
ar o f Tax
Levv
Amount
1•
2004
2005
200G
2007
2008
2009
2010
� heretofore levied or provided from other available City funds
$
The tax levies are such that if collected in full they, toge�her with estimated
collections of any other revenues herein pledged for the payment of the Bbnds,
least five percent (5%) in excess of the amount needed to meet when due tfi�, p
interest payments on the Bonds. The tax levies shall be irrepealable so long as
are outstanding and unpaid, provided that the City reserves the right and power
levies in the manner and to the extent permitted by Minnesota Statutes, Section
Subdivision 3.
t2van��z
30
will produce at
rincipal and
any of the Bonds
�to reduce the
�,
,,
r
�4
• �l
�\_'>��
levies in tl�e manner and to the exlent permitted by Minnesota SYatutes, Section 475.61,
Subdivision 3.
3 19. General Obli�ation Pled�e. For the prompt and full payment of the
4 priucipal and interest on the Bonds, as the same respectively become due, the full faith, credit
5 and taxing powers of the City shall be and are hereby in�evocably pledged. If the balance in the
6 Fund (as defined in paragraph 17 hereo fl is ever insufficient to pay all principal and interest then
7 due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
8 of the City which are available for such purpose, including the general fund of the City, and such
9 other fimds may be reimbursed with or without interest from the Fund when a sufficient balance
10 is available lherein.
i l 20. Certificate of Registration. The Director, Office of Financial Services, is
12 hereby directed to file a certified copy of this resolution with the officer of Ramsey County,
13 Minnesota, performing the fimctions of the county auditar (the "County Auditor"), together with
14 such other information as the County Auditor shall require, and to obtain the County Auditor's
15 certificate ihat the Bonds have been entered in the County Auditor's Bond Register, and that the
16 lax levy requi��ed by law has been made.
17 21. Records and Certificates. The officers of the City are hereby authorized
18 and directed to prepare and fiirnish to the Purchaser, and to the attorneys approving the legality
19 of the issttance of the Bouds, certified copies of all proceedings and recards of the City relating
20 to lhe Bonds and to the Gnancial condition and affairs of the City, and such other affidavits,
21 cerlificales and infornlalion as are required to show the facts relating to the legality and
22 marketabilily of the Bonds as the same appear from the books and records under their custody
23 and control or as otherwise lrnown to them, and all such certified copies, certificates and
24 affidavits, including any heretofore furnished, shall be deemed representations ofthe City as to
25 the facls recited therein.
26 22. Ne�ative Covenants as to Use of Proceeds and Imnrovements. The City
27 hereby covenants not to ttse the proceeds of the Bonds or to use the Improvements, or to cause or
28 permit them to be used, or to enter into any deferred payment arrangements for the cost of the
29 Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
30 meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no
31 actious will be taken over the term of the Bonds that woutd cause them to be private activity
32 bonds, and lhe average term of the Bonds is not longer than reasonably necessary for the
33 govermnent�l purpose of the issue. The City hereby covenants not to use the proceeds of the
34 Bonds in such a maimer as to cause the Bonds to be "hedge bonds" within the meaning of
35 Section 149(g) of tl�e Code.
36 23. T1x-Exemnt Status of the Bonds; Rebate; Elections. The City shall
37 comply wifh requirements necessary under the Code to establish and maintain the exclusion from
38 gross income under Section 103 of the Code of the interest on the Bonds, including without
39 limitllion requirements relating to teinporary periods far investments, limitations on amounts
40 iuvested at a yield greater than the yield on the Bonds, and the rebate of excess investment
41 earnings to the United States.
31
izvs775�2
d�-�ii
other fund�n ay be reimbursed with or without interest from the Fund when a sufficient balance
is available t�erein. -
19. General Obligation Pledee. For the prompt and full payment of the
nc�pal and interest on the Bonds, as the same respectively become due, the full faith, credit
an taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the
Fun �as defined in paragraph 17 hereo� is ever insufficient to pay all principal and interest then
due on`�he Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
of the C�t��+ which are available for such purpose, including the general fund of the City, and such
s
9 2Q Certificate of R�istration. The Director, Office of Financial Services, is
10 hereby directed to �le a certified copy of this resolution with the officer of Ramsey County,
i l Minnesota, perforniing the functions of the county auditor (the "County Auditor"), together with
12 such other informatio�,as the County Auditor shall require, and to obtain the County Auditor's
13 certificate that the Bonc�� have been entered in the County Auditor's Bond Register, and that the
14 tax levy required by law h�s been made.
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
21. Records and Certificates. The officers of the City are hereby authorized
and directed to prepare and furri�sh to the Purchaser, and to the attorneys approving the legality
of the issuance of the Bonds, certFfied copies of all proceedings and records of the City relating
to the Bonds and to the financial co`t�dition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts relating to the legality and
mazketability of the Bonds as the same'appear from the books and records under their custody
and control or as otherwise known to theil�, and all such certified copies, certificates and
affidavits, including any heretofore furnishLd, shall be deemed representations of the City as to
the facts recited therein. �
�
�,
22. Nccative Covenants as to�Use of Proceeds and Improvements. The City
hereby covenants not to use the proceeds of the B�nds or to use the Improvements, or to cause or
permit them to be used, or to enter into any deferrek�payment arrange-ments for the cost of the
Improvements, in such a manner as to cause the Bontls to be "private activity bonds" within the
meaning of Sections ] 03 and 141 through 150 of the C'ode. '1'he 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
govemmental purpose of the issue. The Gity hereby covenants not to use ihe proceeds of the
Bonds in such a manner as to cause the Bonds to be "hedge bo�ds" within the meaning of
Section 149(g) of the Code. ���
23. Tax-Exempt Status of the Bonds: Rebate; Electioi
comply with requirements necessary under the Code to establish and��na
gross income under Section 103 of the Code of the interest on the Borid:
limitation requirements relating to temporary periods for investments, lii
invested at a yield greater than the yield on the Bonds, and the rebate of
earnings to the United States.
. The City shall
itain the exclusion from
including without
itations on amounts
ecess investment
40 The City expects that the two-year expenditure exception to the`��bate
41 requirements may apply to the construction proceeds oFthe Bonds. \.
�.
\.
• �;
31
1268777v2 �
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\
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The City expects that the two-year expenditure exception to the rebate
requirements may apply to the construction proceeds of the Bonds.
If any elections are available now or hereafter with respect to arbitrage or rebate
matte�s relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Seivices, or nny of them, are hereby autharized and directed to make such elections as they deem
necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be,
and sh111 be deemed and treated as, elections of the City.
8 24. No Desianation of Oualified Tax-Exempt Obligations. The Bonds,
9 together with other obligations issued by the City in 2001, exceed in amount those which may be
10 qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
11 Code, and hence are not designated for such purpose.
12 25. Letter of Representations. The Letter of Representations for the Bonds is
13 hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the
14 City and received and accepted by The Depository Trust Company. So long as The Depository
15 Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
16 City shall comply with the provisions of the Letter of Representations, as it may be amended ar
17 supplemented Uy lhe City from time to time with the agreement or consent of The Depository
18 Trust Comp�ny.
19 26. Negotiated Sale. The City has retained Springsted Incorporated as an
20 indepei�dent financial advisor, and the City has heretofore determined, and hereby determines, to
21 sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60,
22 Subdivision 2O).
23 27. Continuin� Disclosure. The City is an obligated person with respect to the
24 Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
25 promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
26 Secttrities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
27 "Undertaking") hereinafter described, to:
28 A. Provide or cause to be provided to each nationally recognized municipal
29 sec�irities information repository ("NRMSIR") and to Yhe appropriate state information
30 deposiCory ("SID"), if any, for the State o£Minnesota, in each case as designated by the
31 Commission in accordance with the Rule, certain annual financial information and
32 operating data in accordance with the Undertaking. The City reserves the right to modify
33 firom time to time the terms of the Undertaking as provided therein.
34 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
35 or to the Manicipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of
36 the occtn�rence of certain material events with respect to the Bonds in accordance with the
37 Undertal<ing.
38 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
39 or Yo lhe MSRB and (ii) the SID, notice of a failure by the City to provide the annual
40 Fnancial information with respect to the City described in the Undertaking.
32
126R77Jv2
e�_.���
If any elections are available now or hereafter with respect to arbitrage or rebate
atters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Se 'ces, or any of them, are hereby authorized and directed to make such elections as they deem
necess , appropriate or desirable in connection with the Bonds, and all such elections shall be,
and shall� deemed and treated as, elections of the City.
6 4. No Desienation of Oualified Tax-Exe�t Obli ations. The Bonds,
7 together with ot er obligations issued by the City in 2001, exceed in amount those which may be
8 qualified as "quali ied tax-exempt obligations" within the meaning of Section 265(b)(3) of the
9 Code, and hence a��not designated for such purpose.
10
I1
12
13
14
15
16
25. �Detter of Re ?resentations. The Letter of Representations for the Bonds is
hereby confirmed to be t BM lanket Issuer Letter of Representations dated April 10, 1996, by the
City and received and acce�ted by The Depository Trust Company. So long as The Depository
Trust Company is the Depositpry or it or its nominee is the Holder of any Global Certificate, the
City shall comply with the proJi,sions of the Letter of Representations, as it may be amended or
supplemented by the City from tii�ie to time with the agreement or consent of The Depository
Trust Company. �
17 2G. Neeotiated Sale`�,The City has retained Springsted Incorporated as an
18 independent financial advisor, and the CiEy has heretofore determined, and hereby determines, to
19 sell the Bonds by private negotiation, all as'��rovided by Minnesota Statutes, Section 475.6Q
20 Subdivision 2(9). �,
21 27. Continuin� Disclosure. '�he City is an obligated pecson with respect to the
22 Bonds. The City hercby agrees, in accordance wiY the provisions of Rule 15c2-12 (the "Rule"),
23 promulgated by the Securities and Exchange Com�jssion (the "Commission") pursuant to the
24 Securities Exchange Act of 1934, as amended, and a�ontinuing Disclosure Undertaking (the
25 "Undertaking") hereinafter described, to: ���
2G
27
28
29
30
31
A. Provide or cause to be provided to ` ch nationally recognized municipal
securities information repository ("NRMSIR") and�he appropriate state information
depository ("SID"), if any, for the State of Minnesota, � each case as designated by the
Commission in accordance with the Rule, certain annualWfinancial information and
operating data in accordance with the Undertaking. The C4jty reserves the right to modify
from time to time the terms of the Undertaking as provided t�erein.
32 B. Provide or cause to be provided, in a timely ma�er, to (i) each NRM5IR
33 or to the Municipal Securities Rulemaking Board ("MSRB") an �ii) the SID, notice of
34 the occurrence of certain material events with respect to the Bonds� acwrdance with the
35 Undertaking.
36 C. Provide or cause to be provided, in a timely manner, to r each NRMSIR
37 or to the MSRB and (ii) the SID, notice of a failure by the City to provi�the annuai
38 financial information with respect to the City described in the Undertaking.
39 The City agrees that its covenants pursuant to the Rule set forth in this , aragraph
40 27 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds`and shall
32
12G8773v2
o�-���
1 The City agrees that its covenants pursuant to the Rule set forth in this paragraph
2 27 and in the Uiidertaking are intended to be for the benefit of the Holders of the Bonds and shall
3 be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
4 these covenauts shall be limited to a right to obtain specific enforcement of the City's obligations
5 imder the covenants.
6 The Mayor and Director, Office of Financial Services, or any other officers of the
7 City autliorized to act in their stead (the "Officers"), are hereby authorized and directed to
8 execute ou behalf of the City the Undertaking in substantially the form presented to the City
9 Council, subjecl lo such modifications thereof or additions thereto as are (i) consistent with the
10 requiremevts under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
11 28. Severabilitv. If any section, paragraph or provision of this resolution
12 shall be lield to be invalid or unenforceable for any reason, the invalidity or unenforceability of
13 such section, paragraph or provision shall not affect any of the remaining provisions of this
14 resolution.
33
i zes��s�z
di-3i�
enforceable on behalf of such Holders; provided that the right to enforce the provisions of
se covenants shall be limited to a right to obtain specific enforcement of the City's obligations
9erthe covenants.
4 '� The Mayor and Director, Office of Financial Services, or any other officers of the
5 City 8uthorized to act in their stead (the "Officers"), are hereby authorized and directed to
6 execute on behalf of the City the Undertaking in substantially the form presented to the City
7 Council;.�ubject to such modifications thereof or additions thereto as are (i) consistent with the
8 requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
9 '. 28. Severabilitv. If any section, paragaph or provision of this resolution
10 shall be held to,.be invalid or unenforceable for any reason, the invalidity or unenforceability of
11 such section, par�graph or provision shall not affect any of the remaining provisions of this
12 resolution.
1
�(
�268773v2
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33
0�-'3��
29. HeadinQS. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shail not limit or define the meaning of any
provision hereof.
Adopted by Council: Date�� �,p �-F� a-<� c��
Adoption Certified by Council Secretary
By: I \��`\��� � �
Approved by Mayor: Date ! 2��
By: �
12G8773v2
34
Reques db r.t�nt f: �'�NAN��A�' ge ��`� 3
��
By:�
Form Approved by City Attorney
By: �G.'— `�._ �
� � /�'- o �
for SulSmfssioGfto Council
�
�
of Financial Services
BE ON COUNGL
TOTAL # OF SIGNATURE PAGES
DATEINITIATED
,s,zoo, GREEN SH
NUMBERFOR
ROUTING
o�-���
No 103538
u OEPNRTMENTDIRECTOR `�// f/ u GITYCOUNCIL
� CITYATTpRNEY � ❑ CITYCLERK
❑ FINANCIALSERVIGESOIR. ❑ FINANCIALSERVIACQG
� MAVOR ❑
1_ (CLIP ALL LOCATIONS FOR SIGNATURE)
iis resolution accepls the wlnning proposal and awards lhe bid for the $19,000,000 G.O.
3pilal Improvemenl Bonds Serles 2007A. Thls is a competitive bond sale and the award
going to the bidder found most advantageos (lowest cost) to the City.
JUA I IUN HP(1fOVB (H) Of KBJBC[
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
PERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTlONS:
1. HasthlspersoNfirmeverworkedunderaconlractforthisdepartmenl'7
YES NO
2. Has this persoNfirm ever been a city employee?
YES NO
3. Does this persoNFlrm possess a skill not normally possessed by any arrent ciry employee�
YES NO
4 Is this persoNfrm a targeted vendoR
VES NO
3 PROBLEM ISSUE, OPPOR7UNITV (Who, What, When, Where, Why)
are forthe purpose of Ponding the 6ond Mancine potlion ofthe Capllal Improvement Budget.
be avallable for the CIB Budget.
needed for capltal proJects wlll nol be avalleble.
AMOUNT OF TRANSACTION S s�e.o0o.000
FUNDING SOURCE
�.��"�}'��
���������g��
�, � � �6�
��b��
COST/REVENUE BUDGETED (CIRCLE ONE)
ACTIVIN NUMBER
YES NO
INFORMATION (EXPLAIN)
° ��G � -Z��d/ CouncilFile# 0 �" 3 ��
0 R I G I�I � L Green Sheet # l � ��,St`
RESOLUTION
���/,,� "' ITY OF SAINT PAUL, MINNESOTA '�"�
Presented By j �����L
Referred To Committee: Date
ACCEPTING PROPOSAL ON SALE OF
$19,000,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 2001A,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
WHEREAS, the Director, Office of Financial Services, has presented proposals
received for the sale of $19,000,000 General Obligation Capital Improvement Bonds, Series
ZOOlA (the "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
9 WHEREAS, the proposals set forth on Exhibit A attached hereto were received
10 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:30 A.M.,
11 Central Time, this same day; and
12 WHEREAS, the Director, Office of Financial Services, has advised this Council
13 that the proposal of ,�� e,�' m�r.�,a �r.>.�., �S ✓LeWas found to be the most advantageous
14 and has recommended that said proposal be accepted; and
15 WHEREAS, the proceeds of the Bonds will finance certain capital improvements,
16 for which the City is proceeding pursuant to its Charter and Laws of Minnesota far 1971,
17 Chapter 773, as amended, with any excess to be used for any other purpose pezmitted by law;
18 and
19 WHEREAS, the City has hereto£ore issued registered obligations in certificated
20 form, and incurs substantial costs associated with their printing and issuance, and substantial
21 continuing transaction costs relating to their payment, transfer and exchange; and
22 WHEREAS, the City has determined that significant savings in transaction costs
23 will result from issuing bonds in "global book-entry form", by which bonds are issued in
24 certificated form in large denominations, registered on the books of the City in the name of a
25 depository ar its nominee, and held in safekeeping and immobilized by such depository, and such
26 depository as part of the computerized national securities clearance and settlement system (the
27 "National System") registers transfers of ownership interests in the bonds by making
28 computerized book entries on its own books and distributes payments on the bonds to its
29 Participants shown on its books as the owners of such interests; and such Participants and other
30 banks, brokers and dealers participating in the National System will do likewise (not as agents of
31 the City) if not the beneficial owners of the bonds; and
1
12G8773v2
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WFIEREAS, "Participants" means those financial institutions for whom the
Depository effects book-entry transfers and pledges of securities deposited and immobilized with
lhe Depository; and
WHEREAS, The Depository Trust Company, a limited purpose trust company
orglnized under the laws of the State of New York, or any of its successors or successors to its
functions hereunder (the "Depositary"), will act as such depository with respect to the Bonds
except as set forth below, and the City has heretofare delivered a letter of representations (the
"Lelter of Representations") setting forth various matters relating to the Depository and its role
with respect to the Bonds; and
] 0 WHEREAS, the City will deliver the Bonds in the form of one certificate per
ll maturily, each representing the entire principal amount of the Bonds due on a particular maturity
12 daYe (each a"Global Cerlificate"), which single certificate per maturity may be transferred on the
13 City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
14 denominalions unless the City determines to issue Replacement Bonds as provided below; and
15 WH�REAS, the City will be able to replace the Depository or under certain
16 circumstances to abandon the "global book-entry form" by permitting the Global Certificates to
17 Ue exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
18 registei; and "Replacement Bonds" means the certificates representing the Bonds so
19 authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, "Holder" as used herein means the person in whose name a Bond is
21 registered on Che registration books of the City mainYained by the registrar appointed as provided
22 in paragraph 8(the "Bond Registrar"); and
23 WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
24 "participlling underwriters° from purchasing ar selling the Bonds unless the City undertakes to
25 provide cerlain continuing disclosure with respect to the Bonds; and
26 WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
27 public sale requirements do not apply to the Bonds if the City retains an independent financial
28 ldvisor and determines to sell the Bonds by private negotiation, and the City has instead
29 autliorized a competitive sale without publication of notice thereof as a form of private
30 negoliatioi�; and
31 WHEREAS, proposals for the Bonds have been solicited by Springsted
32 Incorporlted p�u•s�iant to an Official Statement and Terms of Proposal therein:
33 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
34 Paul, Minnesota, as follows:
35 l. Acceptance of Proposal. The proposal of Banc of America Securities,
36 LLC (the "Purcl�aser"), to purchase $19,OOQ000 General Obligation Capital Improvement
37 Bonds, Series 2001A, of the City (the "Bonds", or individually a"Bond"), in accordance with the
38 Terms of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for
39 the Bonds the sum of $19,681,895.40, plus interest accrued to settlement, is hereby found,
2
i26877Jv2
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5
0
10 WHEREAS, the City will deliver the Bonds in the form of one certificate per
I 1 maturity, e h representing the entire principal amount of the Bonds due on a particular maturity
12 date (each a' lobal Certificate"), which single certificate per maturity may be transferred on the
13 City's bond reg ter as required by the Uniform Commercial Code, but not exchanged for smaller
14 denominations u��ess the City determines to issue Replacement Bonds as provided below; and
IS WHEf�EAS, the Citywill be able to replace the Depository or under certain
16 circumstances to abancl n the "giobal book-entry form" by permitting the Global Certificates to
17 be exchanged for smalle�enominations typica( of ordinary bonds registered on the City's bond
18 register; and "Replacemente onds" means the certificates representing the Bonds so
19 authenticated and delivered the Bond Registraz pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, "H'�er" as used herein means the person in whose name a Bond is
21 registered on the registration boo s of the City maintained by the registrar appointed as provided
22 in paragraph 8(the "Bond Reg�straPk�); and
23 WHEREAS, Rule 15c2��12 of the Securities and Exchange Commission prohibits
24 "participating underwriters" from purcti'�sing or selling the Bonds unless the City undertakes to
25 provide certain continuing disclosure witl�respect to 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
rganized under the laws of the State of New York, or any of its successors or successors to its
nctions hereunder (the "Depository"), will act as such depository with respect to the Bonds
ex ept as set forth below, and the City has heretofore delivered a letter of representations (the
"Le r of Representations") setting forth various matters relating to the Depository and its role
with spect to the Bonds; and
26 WHEREAS, pursuant to Min�esota Statutes, Section 475.60, Subdivision 2(9),
27 public sale requirements do not apply to the �gnds if the City retains an independent financial
28 advisor and determines to sell the Bonds by pn�ate negotiation, and the City has instead
29 authorized a competitive sale without publicatio�of notice thereof as a form of private
30 negotiation; and �
31
32
WHEREAS, proposals for the Bonds
Incorporated pursuant to an Official Statement and 7
been solicited by Springsted
ofProposaltherein:
33
34
35
36
37
38
39
NOW, THEREFORE, BE IT
Paul, Minnesota, as follows:
the Council of the City of Saint
1. Acceptance of Proposal. The proposal �
"Purchaser") to purchase $19,000,000 General Obligation Cap
2001A, of the City (the "Bonds", or individually a"Bond"), in
Proposal for the bond sale, at the rates of interesf set forth hereinafte
the sum of $ �, plus interest acarued to settlement,
1268777v2
(the
with the Terms of
to pay for the Bonds
eby found, determined
��.
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P�—�3�/
10
11
12
13
determined and declared to be the most favorable proposal received and is hereby accepted, and
the Bonds are hereby awarded to the Purchaser. The Director, Office of Financial Services, or
his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others
making proposals their good faith checks or drafts.
2. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be
tilled "General OUligation Capital Improvement Bonds, Series 2001A", shall be dated April 1,
2001, 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 lhe denomination of lhe entire principal amount maturing on a single date, or, if a portion
of said principal amowrt is prepaid, said principal amount less the prepayment. Replacement
Bonds, if isstted as provided in paragraph 6, shall be in the denomination of $5,000 each or in
auy integral multiple thereof of a single maturity. The Bonds shall mature on March 1 in the
years and amounts as follows:
Year
2002
2003
2004
2005
2006
14
15
16
17
18
19
20
21
22
Amount
$1,660,000
1,655,000
1,715,000
1,775,000
1,845,000
Year
2007
2008
2009
2010
2011
Amount
$1,910,000
1,985,000
2,065,000
2,150,000
2,240,000
3. Purpose. The Bonds shall provide funds for the construction of the capital
iinprovemenis in the City's 2001 capital improvement budget (the "ImprovemenYs"), including
payments on a lease relating to the City's central library. The proceeds of the Bonds shall be
deposited 1nd used as provided in paragraph 17, far the purpose described by Laws of Minnesota
for 1971, Cl�apter 773, as amended, and any excess moneys shall be devoted to any other
purpose �ermitted by law. The total cost of the Improvements, which shall include all costs
enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount
of the Bonds. Work on the Improvements shall proceed with due diligence to completion.
23 4. Interest. The Bonds shall bear interest payable semiannually on March 1
24 and 5eptember 1 of each year (each, an"Interest Payment Date"), commencing September 1,
25 2001, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
26 per amzum set forth opposite the maturity years as follows:
Mlturit�
2002
2003
2004
2005
2006
27
12G8773v2
Interest Rate
4.0 %
4.5
4.5
4.5
4.5
Maturitv Year
2007
2008
2009
2010
2011
Interest Rate
5.0%
5.0
5.0
5.0
5.0
O/-3//
and declared to be the most favorable proposal received and is hereby accepted, and the Bonds
2 are hereby awarded to the Purchaser. The Director, Offce of Financial Services, or his designee,
3,, is directed to retain the deposit o€'the Purchaser and to forthwith retum to the others making
4 roposals their good faith checks or drafts.
5 � 2. Title: Original Issue Date; Denominations; Maturities. The Bonds shall be
6 titlec��."General Obligation Capital Improvement Bonds, Series 2001A", shall be dated April 1,
7 2001, ns the date of original issue and shall be issued forthwith on or after such date as fully
8 register�e�l bonds. The Bonds shall be numbered from R-1 upward. Global Certificates shall each
9 be in the i� nomination of the entire principal amount maturing on a single date, or, if a portion
10 of said prin�� al amount is prepaid, said principal amount less the prepayment. Replacement
11 Bonds, if issu�d as provided in paragraph 6, shall be in the denomination of $5,000 each or in
12 any integral rnul,Giple thereof of a single maturity. The Bonds shall mature on March 1 in the
13 years and amountg as follows:
Year
2002
�003
2004
2005
2006
14
15
16
17
18
19
20
21
Amount
$1,660,000
1,655,000
1,715,000
1,775,000
���,845,000
Year
2007
2008
2009
2010
2011
Amount
$1,910,000
1,985,000
2,065,000
2,150,000
2,240,000
3. Purpose. Th" ; Bonds shall provide funds for the construction of the capital
improvements in thc City's 2001 ca�al improvement budget (the "Improvements"), including
payments on a lease relating to the City's centrai library. The proceeds of the Bonds shall be
deposited and used as provided in paragYaph 17, for ti�e purpose described by Laws of Minnesota
for 1971, Chapter 773, as amended, and alrfy excess moneys shall be devoted to any other
purpose permitted by law. The total cost of�the Improvements, which shall include all costs
enumerated in Minnesota Statutes, Section 4'7�5.65, is estimated to be at least equal to the amount
22 of the Bonds. Work on the Improvements shall proceed with due diligence to completion.
23 4. Interest. The Bonds shall bear interest payable semiannually on Mazch 1
24 and Sepiember 1 of each year (each, an "Interest P��ment Date"), commencing September 1,
25 2001, calculated on the basis of a 360}day year of t�lve 30-day months, at the respective rates
26 per annum set forth opposite the maturity years a� foll'Qws:
Maturity Year
2002
2003
2004
2005
2006
27
1268773v2
Interest Rate M� urit '
\.
o�u 2`0,07
20d�3
2009
2010
2011
3
Interest Rate
%
01-3ir
9
10
11
12
13
14
IS
16
5. Description of the Global Certificates and Global Book-Entrv S sy tem.
Upon their original issuance the Bonds will be issued in the form of a single Global Certificate
for each maturity, deposited with the Depository by the Purchaser and immobilized as provided
in par�graph 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
pariicipating 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
Regislrar as paying agent, and in turn by the Bond Registrar to the Depository or its nominee as
registered owiier of the Global Certificates, and the Depository according to the laws and rules
governing it will receive and forward payments on behalf of the beneficial owners of the Global
Certificales.
17 Ptiymenl oPprincipal of, premium, if any, and interest on a Global Certificate may in the
18 City's discrefion be made by such other method of transferring funds as may be requested by the
19 Holder of a Global Certificate.
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
6. Immobilization of Global Certificates by the Depository; Successor
Depositorv: Re�lacement Bonds. Pursuant to the request of the Purchaser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
tlie Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with
the Depository or its agent. The Global Certificates shall be in typewritten form or otherwise as
acceplable to the Depository, shall be registered in the name of the Depository ar its nominee
and shall be held immobilized from circulation at the offices of the Depositary or its agent on
behllf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the
sole holder oPrecord of the Global Certificates and no investor ar other party purchasing, selling
or otherwise transfen•ing ownership of interests in any Bond is to receive, hold or deliver any
bond certificates so long as the Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be transferred or
exchanged except:
(i) Upon registration of transfer of ownership of a Global Certificate, as
provided in paragraph 12,
(ii) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository or any substitute depository
must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
Code at MinnesoCa Statutes, Section 336.8-102, and a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
12G8773v2
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� 1 5. Descrintion of the Global Certificates and Globai Book Entrv Svstem.
Upon their original issuance the Bonds will be �ssued m the form of a single Global Certificate
3 for each maturity, deposited with the Depository by the Purchaser and immobilized as provided
4 paragraph 6. No beneficial owners oFinterests in the Bonds will receive certificates
5 re esenting their respective interests in the Bonds except as provided in paragraph 6. Except as
6 so p vided, during the term of the Bonds, beneficial ownership (and subsequent transfers of
7�� bene ial ownership) of interests in the Global Certificates will be reflected by book entries
8 made o the records of the Depository and its Participants and other banks, brokers, and dealers
9 participat�g in the National System. The Depository's book entries of beneficial ownership
10 interests arc� uthorized to be in increments af $5,000 of principal of the Bonds, but not smaller
11 increments, d��pite the larger authorized denominations of the Global Certificates. Payment of
12 principal of, pre: ium, if any, and interest on the Global Certificates will be made to the Bond
13 Registrar as pay�n , agent, and in turn by the Bond Registrar to the Depository o� its nominee as
14 registered owner of ih Global Certificates, and the Depository according to the laws and rules
15 governing it will recei�\nd forward payments on behalf of the beneficial owners of the Global
16 Certificates.
17 Payment ofprincipal �d�' prerriium, if any, and interest on a Global Certificate may in the
18 City's discretion be made by suC other method of transferring funds as may be requested by the
19 Holder of a Global Certificate. �
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6. Immobilizatio�of Global Certificates bv the Denositorv Successor
Depositorv: Renlacement Bonds. Purs nt to the request of the Purchaser to the Depository,
which request is required by the Terms o�•�roposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Glbbal Certificates representing atl of the Bonds with
the Depository. Tha Global Certificates shal���e in typewritten form or otherwise as acceptable
to the Depository, shall be registered in the narri of the Depository or its nominee and shall be
held immobilized from circulation at the offices� {'ihe Depository on behalf of the Purchaser and
subsequent bondowners. The Depository or its nom'nee will be the sole holder of record of the
Global Certificates and no investor or other party pu��iasing, selling or otherwise transferring
ownership of interests in any Bond is to receive; hold on,deliver any bond certificates so long as
the Depository holds the Global Certificates immobilized��i�om circulation, except as provided
below in this paragraph and in paragraph 12. `�,,
. Certificates evidencing the Bonds may not after their
exchanged except:
(i) Upon registration of transfer of ownership of a
provided in paragraph 12,
delivery be transferred or
Certificate, as
(ii) To any successor of the Depository (or its nominee) or ai�,y, substitute
depository (a "substitute depository") designated pursuant to clause (iii) 0�"4 �,�s
subpazagraph, provided that any successor of the Depository or any substitutc deposi
must be both a"clearing corporation" as defined in the Minnesota Uniform Co�
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "cl�"?�ri
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as ame�
1268771v2
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(iii) To a substitute depository designated by and acceptable to the City upon
(a) the determination by the Depository that the Bonds shall no longer be eligible for its
depository services or (b) a determination by the City that the Depository is no longer
able to carry out its functions, provided that any substitute depository must be qualified to
act as such, as provided in clause (ii) of this subparagraph, or
(iv) To those persons to whom transfer is requested in written transfer
instructions in the event that:
8 (a) the Depository shall resign or discontinue its services for the
9 Bonds and the City is unable to locate a substitute depository within two (2)
10 months following the resignation or determination of non-eligibility, or
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(b) upon a determination by the City in its sole discretion that (1) the
continuation of the book-entry systam 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, ar(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 G1oUa1 Certificates shall register their
transfer to the substitute or successor depository, and the substitute or successor depository shall
be treated as the Depository for all purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor depository unless the City and the
substitute or successor depository so agree, and a similar agreement may be entered into.
7. Redem�tion.
(a) Optional Redemption; Due Date. All Bonds maturing after March 1, 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
12G6773v2
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1 provided on the Global Certificate stating the amount so redeemed, or may return the Global
2 Certificate to the Bond Registrar in exchange far a new Global Certificate authenticated by the
3 Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for
4 reference only, and may not be relied upon by any other person as being in any way
5 determinative of the principal amount of such Global Certificate outstanding, unless the Bond
6 Registrar has signed the appropriate column of the panel.
7 (c) Selection of Replacement Bonds. To effect a partial redemption of Replacement
8 Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
9 shall assign to each Replacement Bond having a common maturity date a distinctive number for
10 each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then
11 select by lot, using such method of selection as it shall deem proper in its discretion, from the
12 numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each
13 number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
14 Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
15 numbers so selected; provided, however, that only so much of the principal amount of each such
16 Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
17 $5,000 for each number assigned to it and so selected.
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(d) Partial Redemntion 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 aggegate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
28 (e) Request for Redemntion. The Bond Registrar shall call Bonds for redemption and
29 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior
30 to the redemption date of a request of the City, in written form if the Bond Registraz is other than
31 a City officer. Such request shall specify the principal amount of Bonds to be called for
32 redemption and the redemption date.
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(� Notice. Mailed notice of redemption shall be given to the paying agent (if other
than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds
for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give
written notice in the name of the City of its intention to redeem and pay such Bonds at the office
of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prepaid,
mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
redeemed, at the address appearing in the Bond Register. All notices of redemption shall state:
(i) The redemption date;
41 (ii) The redemption price;
1268773v2
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1 (iii) If ]ess than all outstanding Bonds are to be redeemed, the identification
2 (and, in the case of partial redemption, the respective principal amounts) of the Bonds to
3 be redeemed;
4 (iv) That on the redemption date, the redemption price will become due and
5 payable upon each such Bond, and that interest thereon shall cease to accrue from and
6 after said date; and
(v) The place where such Bonds are to be surrendered for payment of the
redemption price (which shall be the office of the Bond Registrar).
9 (g) Notice to Depositorv. Notices to The Depository Trust Company or its nominee
10 shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than
11 the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such
12 notice to the Depository on the business day next preceding the date of mailing of such notice to
13 all other Holders.
14 8. Bond Re is� trar. U. S. Bank Trust National Association, in Saint Paul,
15 Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the
16 "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed,
17 all pursuant to any contract the City and Bond Registrar shall execute which is consistent
18 herewith. A successor Bond Registrar shall be an officer of the City or a bank or trust company
19 eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may
20 be appointed pursuant to any contract the City and such successor Bond Registrar shall execute
21 which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and
22 until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be
23 paid to the Holders (or record holders) of the Bonds in the manner set forth in the forms of Bond
24 and paragraph 14 of this resolution.
25 9. Forms of Bond The Bonds shall be in the form of Global Certificates
26 unless and until Replacement Bonds are made available as provided in paragraph 6. Each form
27 of bond may contain such additional or different terms and provisions as to the form of payment,
28 record date, notices and other matters as are consistent with the Letter of Representations and
29 approved by the City Attorney.
30 A. Global Certificates. The Global Certificates, together with the Certificate of
31 Registration, the Register of Partial Payments, the form of Assignment and the registration
32 information thereon, shall be in substantially the following form and may be typewritten rather
33 than printed:
12G8773v2
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$
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 2001A
INTEREST
RATE
REGISTERED OWNER:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSL7E
CUSIP
March 1, _
10 PRINCIPAL AMOLJNT:
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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 ar 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 March 1 and September 1 of each year (each, an "Interest
Payment Date"), commencing September 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 premiwn, if any, on this Bond are payable in same-
day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal
office of in , Minnesota (the "Bond Registrar"), acting as
paying agent, or any successor paying agent duly appointed by the Issuer; provided, however,
that upon a partial redemption of this Bond which results in the stated amount hereof being
reduced, the Holder may in its discretion be paid without presentation of this Bond, which
payment shall be received no later than 2:30 p.m., Eastern time, and may make a notation on the
panel provided herein of such redemption, stating the amount so redeemed, ar 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 230 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
April 1, 2001
1268773v2
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1 Date (the "Regular Record Date"). Interest payments shall be received by the Holder no later
2 than 2:30 p.m., Eastern time; and principal and premium payments shall be received by the
3 Holder no later than 2:30 p.m., Eastern time, if the Bond is surrendered for payrnent enough in
4 advance to permit payment to be made by such time. Any interest not so timely paid shall cease
5 to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
6 payable to the person who is the Holder hereof at the close of business on a date (the "Special
7 Record Date") fixed by the Bond Registrar whenever money becomes available for payment of
8 the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
9 than ten days prior to the Special Record Date. The principal of and premium, if any, and
10 interest on this Bond are payable in lawful money of the United States of America.
11 Date of Pavment Not Business Dav. If the date for payment of the principal of,
12 premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
13 which banking institutions in the City of New York, New York, or the city where the principal
14 office of the Bond Registrar is located are authorized by law or executive order to close, then the
15 date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
16 holiday or a day on which such banking institutions are authorized to close, and payment on such
17 date shall have the same force and effect as if made on the nominal date of payment.
18 Redemption. All Bonds ofthis issue (the "Bonds") maturing after March 1, 2009,
19 are subject to redemption and prepayment at the option of the Issuer on such date and on any day
20 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
21 Bonds subj ect to prepayment. If redemption is in part, those Bonds remaining unpaid may be
22 prepaid in such order of maturity and in such amount per maturity as the City shall determine;
23 and if only part of the Bonds having a common maturity date are called for prepayment, this
24 Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for
25 redemption shall be due and payable on the redemption date, and interest thereon shall cease to
26 accrue from and after the redemption date.
27 Notice of Redemption. Mailed notice of redemption shall be given to the paying
28 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
29 the Bonds are called for redemption, written notice thereof will be given by first class mail
30 mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
31 redeemed. In connection with any such notice, the "CUSII"' numbers assigned to the Bonds
32 shall be used.
33 Renlacement or Notation of Bonds after Partiai Redemption. Upon a partial
34 redemption of this Bond which results in the stated amount hereof being reduced, the Holder
35 may in its discretion make a notation on the panel provided herein of such redemption, stating
36 the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and
37 may not be relied upon by any other person as being in any way determinative of the principal
38 amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
39 the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
40 Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
41 Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
42 authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
43 authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the
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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 total
principal amount of $19,000,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption privilege, which Bond has been issued
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773, as amended, and the Charter of
the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on March 28,
2001 (the "Resolution"), for the purpose of providing money to finance the acquisition,
construction and repair of various capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the
Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
and interest when the same become due, the fuli faith and credit and taxing powers of the Issuer
have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
single date, or, if a portion of said principal is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made available as provided below, are issuabie solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
that:
Reolacement Bonds. Replacement Bonds may be issued by the Issuer in the event
30 (a) the Depository shall resign or discontinue its services for the Bonds, and only
31 if the Issuer is unable to locate a substitute depository within two (2) months following
32 the resignation or determination of non-eligibility, ar
33 (b) upon a determination by the Issuer in its sole discretion that (1) the
34 continuation of the book-entry system described in the Resolution, which precludes the
35 issuance of certificates (other than Global Certificates) to any Holder other than the
36 Depository (or its nominee), might adversely affect the interest of the beneficial owners
37 of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
38 they be able to obtain certificated bonds.
39 Transfer. This Bond shall be registered in the name of the payee on the books of
40 the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his,
41 her or its name and note the date of registration opposite the name of the payee in the certificate
10
12G8773v2
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1 of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
2 assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
3 Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights
4 and powers of an owner until this Bond is presented with such assignment for registration of
5 transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
6 and effective, and until such transfer is registered on said books and noted hereon by the Bond
7 Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable
8 regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar.
9 Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
10 restrictions if required to qualify this Bond as being "in registered form" within the meaning of
11 Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
12 Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
13 sufficient to cover any tax or other governmental charge payable in connection with the transfer
14 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
15 Treatment of ReQistered Owner. The Issuer and Bond Registrar may treat the
16 person in whose name this Bond is registered as the owner hereof for the purpose of receiving
17 payment as herein provided (except as otherwise provided with respect to the Record Date) and
18 for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
19 Bond Registrar shall be affected by notice to the contrary.
20 Authentication. This Bond shall not be valid or become obligatory for any
21 purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
22 been executed by the Bond Registrar.
23 Not Qualified Tax-Exem�t Obli atg ions. The Bonds haue not been designated by
24 the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal
25 Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
26 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
27 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
28 be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
29 done, have happened and have been performed, in regular and due form, time and manner as
30 required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
31 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
32 does not exceed any constitutional or statutory or Charter limitation of indebtedness.
33 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
34 its City Council has caused this Bond to be executed on its behalf by the photocopied facsimile
35 signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and
36 countersigned by the photocopied facsimile signature of its Director, Office of Financial
37 Services, the official seal having been omitted as permitted by law.
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12G8773v2
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1 Date of Registration:
2
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5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
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16 Bond Registrar
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By
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Capital Improvement Bond, Series 2001A, No. R-
12G8773v2
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CERTIFICATB 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 ]egal representative last noted below.
DATE OF
REGISTRATTON
SIGNATiJRE OF
BOND REGISTRAR
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REGISTER OF PARTIAL PAYMENTS
3 The principal amount of the attached Bond has been prepaid on the dates and in the amounts
4 noted below:
Date Amount Bondholder Bond Re ig strar
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.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable 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)
underthe
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviaYions may also be used
though not in the above list.
15
12G8773v2
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ASSIGNMENT
2 For value received, the undersigned hereby sells, assigns and transfers unto
3 the attached
4 Bond and does hereby irrevocably constitute and appoint
5 attorney to transfer the Bond on the books kept for the
6 regislration thereof, with full power of substitution in the premises.
7
8 Notice: The assignor's signature to this assignment must
9 correspond with the name as it appears upon the face of
10 the attached Bond in every particular, without alteration
11 or any change whatever.
12 Signature Guaranteed:
13
14 Signatttre(s) musl be guaranteed by a national bank or trust company or by a brokerage firm
15 having � membership in oiie of the major stock exchanges or any other "Eligible Guarantor
16 InsCit�ition" as defined iii 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registrar will not effect transfer of this Bond unless the information
18 coneeruing the Yransferee requested below is provided.
19 Name 1nd Address:
�
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23
(Include information for all joint owners ifthe Bond is held
by j oint account.)
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12G8773v2
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ASSIGNMENT
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For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Bond a d does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the
registratio thereof, with full power of substitution in the premises.
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12 Signature Guaranteed:
13
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of
the attached Bond in every particular, without alteration
, or any change whatever.
14 Signature(s) must be guaranteed by" , national bank or trust company or by a brokerage firm
15 having a membership in one of the m�`a}pr stock exchanges or any other "Eligible Guarantor
16 Institution" as defined in 17 CFR 240.1�' d-15(a)(2).
l 7 The Bond Registrar will not �£€ect transfer of this Bond unless ihe information
I8 concerning the transferee requested below is pYy�vided.
19 Name and Address:
20
(Include information for all
by joint account.)
1268773v2
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owners if the Bond is held
o� -3��
1 B. Replacement Bonds. If the City has notified Holders that Replacement Bonds
2 have been made available as provided in paragraph 6, then for every Bond thereafter transferred
3 or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not
4 previously exchanged for Replacement Bonds) the Bond Registrar shall deliver a certificate in
5 the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global
6 Certificate shall not otherwise be required to exchange the Global Certificate far one or more
7 Replacement Bonds since the City recognizes that some beneficial owners may prefer the
8 convenience of the Depository's registered ownership of the Bonds even though the entire issue
9 is no longer required to be in global book-entry form. The Replacement Bonds, together with the
10 Bond Registrar's Certificate of Authentication, the form of Assignment and the registration
11 information thereon, shall be in substantially the foliowing form:
17
1268773v2
o� .3��
LTNITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAUL
�
6
7
C]
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 2001A
INTEREST MATURITY
RATE DATE
REGISTERED OWNER:
10 PRINCIPAL AMOUNT:
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
DOLLARS
$
CUSIP
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 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 March 1
and September 1 of each year (each, an "Interest Payment Date"), commencing September 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 hereo£ The principal of and premium, if
any, on this Bond are payable upon presentation and surrender hereof at the principal office
of ,in ,
(the "Bond Registrar"), acting as paying agent, or any successar paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder"
or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Recard Date"). Any inYerest 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 ofbusiness 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.
12G8773v2
DATE OF
ORIGINAL ISSUE
April 1, 2001
IE:�
o� �� ��
1 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
2 THIS BOND SET FOKTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
3 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
4 IT IS HEREBY CERTIFIED AND I2ECITED that all acts, conditions and things
5 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
6 be done, to happen and to be performed, precedent to and in the issuance of this Bond, ha�e been
7 done, have happened and have been performed, in regular and due form, time and manner as
8 required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
9 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
10 does not exceed any constitutional or statutory or Charter limitation of indebtedness.
11 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
12 its City Council has caused this Bond to be executed on its behalf by the original or facsimile
13 signature of its Mayor, attested by the original or facsimile signature of its Clerk, and
14 countersigned by the original or facsimile signature of its Director, Office of Financial Services,
15 the official seal having been omitted as permitted by law.
19
12G8773v2
t�\-'J �\
1 Date of Registration:
2
�
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution rnentioned
11 within.
12
13
14
15
16 Bond Registrar
17
18
19
20
21
22
23
Authorized Signature
12G8773v2
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
20
O1-'J �\
ON REVERSE OF BOND
Date of Payment Not Business Day. If the date for payment of the principal of,
premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
which banking institutions in the City of New Yark, New York, or the city where the principal
office of the Bond Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday or a day on which such banking institutions are authorized to close, and payment on such
date shall have the same force and effect as ifmade on the nominal date ofpayment.
9 Redemption. All Bonds ofthis issue (the "Bonds") maturing after March 1, 2009,
10 are subject to redemption and prepayment at the option of the Issuer on such date and on any day
11 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
12 Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
13 prepaid in such order of maturity and in such amount per maturity as the City shall determine;
14 and if only part of the Bonds having a common maturity date are called for prepayment, the
15 specifac Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions
16 thereof called for redemption shall be due and payable on the redemption date, and interest
17 thereon shall cease to accrue from and after the redemption date.
18 Notice of Redemption. Mailed notice of redemption shall be given to the paying
19 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
20 the Bonds are called for redemption, written notice thereof will be given by first class mail
21 mailed not less than thiriy (30) days prior to the redemption date to each Holder of Bonds to be
22 redeemed. In connection with any such notice, the "CU5Il"' numbers assigned to the Bonds
23 shall be used.
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
Selection o£ Bonds for Redem�tion. 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
mimber, shall equal the principa] 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
shall 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
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any authorized
denomination or denominations, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
12G8773v2
21
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1 Issuance; Purpose; General Obli ag tion. This Bond is one of an issue in the total
2 principal amount of $19,000,000, all of like date of original issue and tenor, except as to number,
3 maturity, interest rate, denomination, and redemption privilege, which Bond has been issued
4 pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,
5 including particularly Laws of Minnesota for 1971, Chapter 773, as amended, and the Charter of
6 the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on March 28,
7 2001 (the "Resolution"), for the purpose of providing money to finance the acquisition,
8 construction and repair of various capital improvements in the City. This Bond is payable out of
9 the General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the
10 Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
11 and interest when the same become due, the full faith and credit and taacing powers of the Issuer
12 have been and are hereby irrevocably pledged.
13 Denominations; Exchan�e; Resolution. The Bonds are issuable solely as fully
14 registered bonds in the denominations of $5,000 and integral multiples thereof of a single
15 maturity and are exchangeable far fully registered Bonds of other authorized denominations in
16 equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
17 manner and subject to the limitations provided in the Resolution. Reference is hereby made to
18 the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
19 Resolution are on file in the principal office of the Bond Registrar.
20 Transfer. This Bond is transferable by the Holder in person or by his, her or its
21 attorney duly authorized in writing at the principal office of the Bond Registrar upon
22 presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
23 provided in the Resolution and to reasonable regulations of the Issuer contained in any
24 agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the
25 Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully
26 registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
27 similar designation), of an authorized denomination or denominations, in aggregate principal
28 amount equal to the principal amount of this Bond, of the same maturity and bearing interest at
29 the same rate.
30 Fees unon Transfer or Loss. The Bond Registrar may require payment of a sum
31 sufficienY to cover any tax or other governmental charge payable in connection with the transfer
32 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
33 Treatment of ReQistered Owner. The Issuer and Bond Registrar may treat the
34 person in whose name this Bond is registered as the owner hereof for the purpose of receiving
35 payment as herein provided (except as otherwise provided on the reverse side hereof with respect
36 to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and
37 neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
38 Authentication. This Bond shall not be valid or become obligatory for any
39 purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
40 been executed by the Bond Registrar.
22
1268773v2
D\-7\\
1 Not Oualified Tax-Exempt Obli atg ions. The Bonds have not been designated by
2 the Issuer 1s "qualified tax-exempt obligations" far purposes of Section 265(b)(3) of the federal
3 Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
23
12G8773v2
O\ -���
1
ABBREVIATIONS
2 The following abbreviations, when used in the inscription on the face of this
3 Bond, shall be construed as though they were written out in full according to applicable laws or
4 regulations:
5
6
7
8
9
10
11
12
13
14
15
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)
miderthe
12G8773v2
(Minor)
Uniform Transfers to Minors Act
(State)
Additionai abbreviations may also be used
though not in the above list.
24
D\ ��
ASSIGNMENT
2 For value received, the undersigned hereby sells, assigns and transfers unto
3 the within
4 Bond 1nd does hereby irrevocably constitute and appoint
5 attomey to transfer the Bond on the books kept for the
6 regislraYion thereo£, with full power of substitution in the premises.
7 Dated:
8 Notice: The assignor's signature to this assignment must
9 correspond with the name as it appears upon the face of
10 the within Bond in every particular, without alteration or
I 1 any change whatever.
12 SignaYUre Guarat�teed;
iic3
14 Signalure(s) musl be guaranteed by a national bank ar trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges ar any other "Eligible Guarantor
16 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registrar wi11 not effect transfer of this Bond unless the information
18 concerning the transferee requested below is provided.
19 Name and Address:
20
21
22
23
24
(Include informaYion for all joint owners if the Bond is held
byjoint account.)
25
12G877Jv2
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1
2
4
5
6
7
8
9
10
11
12
13
ASSIGNMENT
� For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Boi1d and does hereby irrevocably constitute and appoint
attomey to transfer the Bond on the books kept for the
registration thereof, with full power of substitution in the premises.
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of
the attached Bond in every particular, without alteration
or any change whatever.
Signature Guaranteedi,
14 Signature(s) must be guaranteed by a national banlc or trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges or any other "Eligible Guarantor
16 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
17
18
19
20
21
22
23
24
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested befow is provided.
Name and Address:
(Include information for all joint owners if the Bond is held
by joint account.)
12G6773v2
25
C� \ —�\�
L�
10
11
12
13
14
15
16
17
18
19
20
21
22
23
10. Execution. The Bonds shall be executed on behalf of the City by the
signatures of its Mayor, Clerk and Director, Office of Financia] 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 bel�alf 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 ar 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
sh111 authenticate the signatures of officers of the City on each Bond by execution of the
Certificate of Authentication on the Bond and by inserting as the date of registration in the space
provided the date on which the Bond is authenticated. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the
date of original issue, which date is April 1, 2001. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been authenticated and delivered under this
resolution.
24 12. Reeistration; Transfer; ExchanQe. The City will cause to be kept at the
25 principal office of the Bond Registrar a bond register in which, subject to such reasonable
26 regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
27 registration of Bonds and the registration of transfers of Bonds entitled to be registered or
28 transferred as herein provided.
29
30
31
32
33
34
35
36
37
38
39
40
41
42
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 Certi£cate 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
entitied 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 tl�is 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
12G8773v2
26
o�-a��
1 form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as
2 amended.
3 If a Global Certificate is to be exchanged for one ar more Replacement Bonds, all
4 of the principal amount of the Global Certificate shall be so exchanged.
5 Upon surrender for transfer of any Replacement Bond at the principal office of
6 the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall
7 authenticate, insert the date of registration (as provided in paragraph 11) of, and deliver, in the
8 name of the designated transferee or transferees, one or more new Replacement Bonds of any
9 authorized denomination or denominations of a like aggregate principal amount, having the same
10 stated maturity and interest rate, as requested by the transferor; provided, however, that no bond
11 may be registered in blank or in the name of "bearer" ar similar designation.
12 At the option of the Holder of a Replacement Bond, Replacement Bonds may be
13 exchanged far Replacement Bonds of any authorized denomination or denominations of a like
14 aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
15 exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are
16 so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall
17 authenticate, insert the date of registration of, and deliver the Replacement Bonds which the
18 Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
19 Global Certificates of smaller denominations.
20 All Bonds surrendered upon any exchange or transfer provided for in this
21 resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
22 directed by the City.
23 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
24 general obligations of the City evidencing the same debt, and entitled to the same benefits under
25 this resolution, as the Bonds surrendered for such exchange or transfer.
26 Every Bond presented or surrendered for transfer or exchange shall be duly
27 endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
28 Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
29 writing.
30 The Bond Registrar may require payment of a sum sufficient to cover any ta�c or
31 other governmental charge payable in connection with the transfer or exchange of any Bond and
32 any legal or unusual costs regarding transfers and lost Bonds.
33 Transfers shall also be subject to reasonable regulations of the City contained in
34 any agreement with, or notice to, the Bond Registrar, including regulations which permit the
35 Bond Registrar to close its transfer books between record dates and payment dates.
36 13. Ri¢hts Upon Transfer or Exchange. Each Bond delivered upon transfer of
37 or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
38 unpaid, and to accrue, which were carried by such other Bond.
27
12G8773v2
o�-���
1 14. Interest Pavment; Record Date. Interest on any Global Certificate shall be
2 paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be
3 paid on each Interest Payment Date by check or draft mailed to the person in whose name the
4 Bond is registered (the "Holder") on the registration books of the City maintained by the Bond
5 Registrar, and in each case at the address appearing thereon at the close of business on the
6 fifteenth (l Sth) day of the calendar month preceding such Interest Payment Date (the "Regular
7 Record Date"). Any such interest not so timely paid shall cease to be payable to the person who
8 is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the
9 Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
10 Registrar whenever money becomes available for payment of the defaulted interest. Notice of
11 the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten
12 (10) days prior to the Special Record Date.
13 15. Holders: Treatment of Registered Owner; Consent of Holders.
14 A. For the purposes of all actions, consents and other matters affecting Holders of the
15 Bonds, other than payments, redemptions, and purchases, the City may (but shall not be
16 obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
17 in whose name the Bond is registered. For that purpose, the City may ascertain the identity of
18 the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion
19 deems appropriate, including but not limited to a certificate from the person in whose name the
20 Bond is registered identifying such beneficial owner.
21 B. The City and Bond Registrar may treat the person in whose name any Bond is
22 registered as the owner of such Bond for the purpose of receiving payment of principal of and
23 premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
24 Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and
25 neither the City nor the Bond Registrar shall be affected by notice to the contrazy.
2G C. Any consent, request, direction, approval, objection ar other instrument to be
2? signed and executed by the Holders may be in any number of concurrent writings of similar tenor
28 and must be signed or executed by such Holders in person or by agent appointed in writing.
29 Proof of the execution of any such consent, request, direction, approval, objection or other
30 instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in
31 the following manner, shall be sufficient for any of the purposes of this resolution, and shall be
32 conclusive in favor of the City with regard to any action taken by it under such request or other
33 instrument, namely:
34 (1) The fact and date of the execution by any person of any such writing may
35 be proved by the certificate of any officer in any jurisdiction who by law has power to
36 take acknowledgments within such jurisdiction that the person signing such writing
37 acknowledged befare him or her the execution thereof, ar by an affidavit of any witness
38 to such execution.
39 (2) Subject to the provisions of subpazagraph (A) above, the fact of the
40 ownership by any person of Bonds and the amounts and numbers of such Bonds, and the
41 date of the holding of the same, may be proved by reference to the bond register.
28
1268773v2
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9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
16. Delivery; Application of Proceeds. 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 purchase price, and the Purchaser shall not be obliged to see to the
proper application thereof.
17. Fund and Account. There is hereby created a special account to be
designated the "Capital Improvement Bonds of 2001A Account" (the "AccounY') to be
administered and maintained by the City Treasurer as a bookkeeping account separate and apart
from all other accounts maintained in the officiai financial records of the City. There has been
heretofore created and established the General Debt Service Fund (mimbered 960, herein the
"Fund"). The Fund and the Account shall each be maintained in the manner herein specified
until all of the Sonds and the interest thereon haue been fully paid.
(i) Account. To the Account there shall be credited the proceeds of
the sale of the Bonds, less accrued interest received thereon, and less any amount
paid for the Bonds in excess of $18,857,500. From the Account there shall be
paid all costs and expenses of making the Improvements, including the cost of any
construction contracts heretofore let and all other costs incurred and to be incuned
of the kind authorized in Minnesota Statutes, Section 475.65 (including interest
on the Bonds payable during the construction period); and the moneys in the
Account shall be used for no other purpose except as otherwise provided by law;
provided that the proceeds of the Bonds may also be used to the extent necessary
to pay interest on the Bonds due prior to the anticipated date of commencement of
the collection of taxes levied herein; and provided further that if upon completion
of the Improvements there shall remain any unexpended balance in the Account,
the balance may be transferred by the Council to the fund of any other
improvement instituted pursuant to Laws of Minnesota for 1971, Chapter 773, as
amended, or used for any other puipose permitted by law, ar transfened to the
Fund. All eamings on the Account shall be transferred to the Fund, or may
remain in the Account.
(ii) Fund. There is hereby pledged and there shall be credited to the
Fund, to a special sinking fund account which is hereby created and established
therein for the payment of the Bonds: (a) all accrued interest received upon
delivery of the Bonds; (b) all funds paid for the Bonds in excess of $18,857,500;
(c) any collections of all taxes which are herein levied for the payment of the
Bonds and interest thereon as provided in paragraph 1$; (d) all funds remaining in
the Account after completion of the Improvements and payrnent of the costs
thereof, not so transferred to the account of another improvement or used for any
other purpose permitted by law; (e) all inveshnent earnings on moneys held in
said special account in the Fund; and (� any and all other moneys which are
properly available and are appropriated by the governing body of the City to said
special account in the Fund.
41 Said special account created in the Fund shall be used solely to pay the principal and
42 interest and any premiums for redemption of the Bonds and any other bonds of the City
43 heretofore or hereafter issued by the City and made payable from said special account in the
29
1268773v2
o�-���
10
11
12
l3
14
15
16
17
Fund as provided by law, ar 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 directly or indirectly to acquire higher yielding inveshnents,
except (1) for a reasonable temporary period until such proceeds are needed for the purpose for
which tl�e Bonds were issued, and (2) in addition to the above in an amount not greater than
$100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the
Account or said specia] account in the Fund (ar any other City account which will be used to pay
principal or interest to become due on the bonds payable therefrom) in excess of amounts which
under then-applicable federal arbitrage regulations may be invested without regard as to yield
shall not be invested at a yield in excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after taking into account any applicable "temporary
periods" or "minor porlion° made available under the federal arbitrage regulations. In addition,
die proceeds of thc Bonds and money in the Account or the Fund shall not be invested in
obligalions or deposits issued by, guaranteed by or insured by the United States or any agency or
instrwneutaliCy thereof if and to the extent that such investment would cause the Bonds to be
"federally guaranleed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code").
18 18. Tax Levv; Covera e� Test. To provide moneys for payment of the
19 priucipal and intex'esf on the Bonds there is hereby levied upon all of the taacable property in the
20 CiYy a direcC amival ad valorem tax which shall be spread upon the tax rolls and collected with
21 and 1s part of other general property taxes in the City for the years and in the amounts as
22 follows:
Year of Tax
Lev
2000*
2001
2002
2003
2004
2005
2006
2007
2008
2009
Year of Tax
Levy
2001*
2002
2003
2004
2005
2006
2007
2008
2009
2010
Amount
$2,607,759*
2,611,403
2,596,204
2,578,170
2,567,802
2,548,875
2,527,350
2,507,138
2,487,975
2,469,600
23 " heretofore levied or provided from other available City funds, including premium received
24 u�oiz sale of lhe bonds
25 The tax levies are such that if collected in full they, together with estimated
26 collections of any other revenues herein pledged for the payment of the Bonds, will produce at
27 leasl five percent (5%) in excess of the amount needed to meet when due the principal and
28 interest plyments on the Bonds. The tax levies shall be irrepealable so long as any of the Bonds
29 are outstai�ding and unpaid, provided that the City reserves the righY and power to reduce the
30
12G8773v2
2
4
5
6
10
11
12
13
14
IS
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Di ��i
Fund as provided by law, or to pay any rebate due to the United States. No portion of the
roceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments
to replace funds which were used directly or indirectly to acquire higher yielding investments,
ex ept (1) for a reasonable temporary period until such proceeds are needed for the puipose for
whi the Bonds were issued, and (2) in addition to the above in an amount not greater ihan
$] 00, 00. To this effect, any proceeds of the Bonds and any sums from time to time held in the
Accoun or said special account in the Fund (or any other City account which will be used to pay
principal r interest to become due on the bonds payable therefrom) in excess of amounts which
under then- plicable federal arbitrage regulations may be invested without regard as to yield
shall not be i vested at a yield in excess of the applicable yield restrictions imposed by said
arbihage regul ions on such investments after taking into account any applicable "temporary
periods" or "min x portion" made available under the federal arbitrage regulations. In addition,
the proceeds of the��, o
obligations or deposiF�
instrumentality therem
"federally guaranteed"
Code of 1986, as amer
and money in the Account or the Fund shall not be invested in
issued by, guaranteed by or insured by the United States or any agency or
�if and to the extent that such investment would cause the Bonds to be
wi�hin the meaning of Section 149(b) of the federal Internal Revenue
ied ���he "Code").
18. Tax Lev'�
principal and interest on the Bo
City a direct annual ad valorem
and as part of other general pro�
follows:
Year of Tax
Levv
2000•
2001
2002
2003
2004
2005
200G
2007
2008
2009
overage Test. To provide moneys for payment of the
there is hereby levied upon all of the taxable property in the
; which shall be spread upon the tax rolls and collected with
y���axes in the City for the years and in the amounts as
ar o f Tax
Levv
Amount
1•
2004
2005
200G
2007
2008
2009
2010
� heretofore levied or provided from other available City funds
$
The tax levies are such that if collected in full they, toge�her with estimated
collections of any other revenues herein pledged for the payment of the Bbnds,
least five percent (5%) in excess of the amount needed to meet when due tfi�, p
interest payments on the Bonds. The tax levies shall be irrepealable so long as
are outstanding and unpaid, provided that the City reserves the right and power
levies in the manner and to the extent permitted by Minnesota Statutes, Section
Subdivision 3.
t2van��z
30
will produce at
rincipal and
any of the Bonds
�to reduce the
�,
,,
r
�4
• �l
�\_'>��
levies in tl�e manner and to the exlent permitted by Minnesota SYatutes, Section 475.61,
Subdivision 3.
3 19. General Obli�ation Pled�e. For the prompt and full payment of the
4 priucipal and interest on the Bonds, as the same respectively become due, the full faith, credit
5 and taxing powers of the City shall be and are hereby in�evocably pledged. If the balance in the
6 Fund (as defined in paragraph 17 hereo fl is ever insufficient to pay all principal and interest then
7 due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
8 of the City which are available for such purpose, including the general fund of the City, and such
9 other fimds may be reimbursed with or without interest from the Fund when a sufficient balance
10 is available lherein.
i l 20. Certificate of Registration. The Director, Office of Financial Services, is
12 hereby directed to file a certified copy of this resolution with the officer of Ramsey County,
13 Minnesota, performing the fimctions of the county auditar (the "County Auditor"), together with
14 such other information as the County Auditor shall require, and to obtain the County Auditor's
15 certificate ihat the Bonds have been entered in the County Auditor's Bond Register, and that the
16 lax levy requi��ed by law has been made.
17 21. Records and Certificates. The officers of the City are hereby authorized
18 and directed to prepare and fiirnish to the Purchaser, and to the attorneys approving the legality
19 of the issttance of the Bouds, certified copies of all proceedings and recards of the City relating
20 to lhe Bonds and to the Gnancial condition and affairs of the City, and such other affidavits,
21 cerlificales and infornlalion as are required to show the facts relating to the legality and
22 marketabilily of the Bonds as the same appear from the books and records under their custody
23 and control or as otherwise lrnown to them, and all such certified copies, certificates and
24 affidavits, including any heretofore furnished, shall be deemed representations ofthe City as to
25 the facls recited therein.
26 22. Ne�ative Covenants as to Use of Proceeds and Imnrovements. The City
27 hereby covenants not to ttse the proceeds of the Bonds or to use the Improvements, or to cause or
28 permit them to be used, or to enter into any deferred payment arrangements for the cost of the
29 Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
30 meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no
31 actious will be taken over the term of the Bonds that woutd cause them to be private activity
32 bonds, and lhe average term of the Bonds is not longer than reasonably necessary for the
33 govermnent�l purpose of the issue. The City hereby covenants not to use the proceeds of the
34 Bonds in such a maimer as to cause the Bonds to be "hedge bonds" within the meaning of
35 Section 149(g) of tl�e Code.
36 23. T1x-Exemnt Status of the Bonds; Rebate; Elections. The City shall
37 comply wifh requirements necessary under the Code to establish and maintain the exclusion from
38 gross income under Section 103 of the Code of the interest on the Bonds, including without
39 limitllion requirements relating to teinporary periods far investments, limitations on amounts
40 iuvested at a yield greater than the yield on the Bonds, and the rebate of excess investment
41 earnings to the United States.
31
izvs775�2
d�-�ii
other fund�n ay be reimbursed with or without interest from the Fund when a sufficient balance
is available t�erein. -
19. General Obligation Pledee. For the prompt and full payment of the
nc�pal and interest on the Bonds, as the same respectively become due, the full faith, credit
an taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the
Fun �as defined in paragraph 17 hereo� is ever insufficient to pay all principal and interest then
due on`�he Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
of the C�t��+ which are available for such purpose, including the general fund of the City, and such
s
9 2Q Certificate of R�istration. The Director, Office of Financial Services, is
10 hereby directed to �le a certified copy of this resolution with the officer of Ramsey County,
i l Minnesota, perforniing the functions of the county auditor (the "County Auditor"), together with
12 such other informatio�,as the County Auditor shall require, and to obtain the County Auditor's
13 certificate that the Bonc�� have been entered in the County Auditor's Bond Register, and that the
14 tax levy required by law h�s been made.
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
21. Records and Certificates. The officers of the City are hereby authorized
and directed to prepare and furri�sh to the Purchaser, and to the attorneys approving the legality
of the issuance of the Bonds, certFfied copies of all proceedings and records of the City relating
to the Bonds and to the financial co`t�dition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts relating to the legality and
mazketability of the Bonds as the same'appear from the books and records under their custody
and control or as otherwise known to theil�, and all such certified copies, certificates and
affidavits, including any heretofore furnishLd, shall be deemed representations of the City as to
the facts recited therein. �
�
�,
22. Nccative Covenants as to�Use of Proceeds and Improvements. The City
hereby covenants not to use the proceeds of the B�nds or to use the Improvements, or to cause or
permit them to be used, or to enter into any deferrek�payment arrange-ments for the cost of the
Improvements, in such a manner as to cause the Bontls to be "private activity bonds" within the
meaning of Sections ] 03 and 141 through 150 of the C'ode. '1'he 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
govemmental purpose of the issue. The Gity hereby covenants not to use ihe proceeds of the
Bonds in such a manner as to cause the Bonds to be "hedge bo�ds" within the meaning of
Section 149(g) of the Code. ���
23. Tax-Exempt Status of the Bonds: Rebate; Electioi
comply with requirements necessary under the Code to establish and��na
gross income under Section 103 of the Code of the interest on the Borid:
limitation requirements relating to temporary periods for investments, lii
invested at a yield greater than the yield on the Bonds, and the rebate of
earnings to the United States.
. The City shall
itain the exclusion from
including without
itations on amounts
ecess investment
40 The City expects that the two-year expenditure exception to the`��bate
41 requirements may apply to the construction proceeds oFthe Bonds. \.
�.
\.
• �;
31
1268777v2 �
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The City expects that the two-year expenditure exception to the rebate
requirements may apply to the construction proceeds of the Bonds.
If any elections are available now or hereafter with respect to arbitrage or rebate
matte�s relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Seivices, or nny of them, are hereby autharized and directed to make such elections as they deem
necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be,
and sh111 be deemed and treated as, elections of the City.
8 24. No Desianation of Oualified Tax-Exempt Obligations. The Bonds,
9 together with other obligations issued by the City in 2001, exceed in amount those which may be
10 qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
11 Code, and hence are not designated for such purpose.
12 25. Letter of Representations. The Letter of Representations for the Bonds is
13 hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the
14 City and received and accepted by The Depository Trust Company. So long as The Depository
15 Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
16 City shall comply with the provisions of the Letter of Representations, as it may be amended ar
17 supplemented Uy lhe City from time to time with the agreement or consent of The Depository
18 Trust Comp�ny.
19 26. Negotiated Sale. The City has retained Springsted Incorporated as an
20 indepei�dent financial advisor, and the City has heretofore determined, and hereby determines, to
21 sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60,
22 Subdivision 2O).
23 27. Continuin� Disclosure. The City is an obligated person with respect to the
24 Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
25 promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
26 Secttrities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
27 "Undertaking") hereinafter described, to:
28 A. Provide or cause to be provided to each nationally recognized municipal
29 sec�irities information repository ("NRMSIR") and to Yhe appropriate state information
30 deposiCory ("SID"), if any, for the State o£Minnesota, in each case as designated by the
31 Commission in accordance with the Rule, certain annual financial information and
32 operating data in accordance with the Undertaking. The City reserves the right to modify
33 firom time to time the terms of the Undertaking as provided therein.
34 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
35 or to the Manicipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of
36 the occtn�rence of certain material events with respect to the Bonds in accordance with the
37 Undertal<ing.
38 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
39 or Yo lhe MSRB and (ii) the SID, notice of a failure by the City to provide the annual
40 Fnancial information with respect to the City described in the Undertaking.
32
126R77Jv2
e�_.���
If any elections are available now or hereafter with respect to arbitrage or rebate
atters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Se 'ces, or any of them, are hereby authorized and directed to make such elections as they deem
necess , appropriate or desirable in connection with the Bonds, and all such elections shall be,
and shall� deemed and treated as, elections of the City.
6 4. No Desienation of Oualified Tax-Exe�t Obli ations. The Bonds,
7 together with ot er obligations issued by the City in 2001, exceed in amount those which may be
8 qualified as "quali ied tax-exempt obligations" within the meaning of Section 265(b)(3) of the
9 Code, and hence a��not designated for such purpose.
10
I1
12
13
14
15
16
25. �Detter of Re ?resentations. The Letter of Representations for the Bonds is
hereby confirmed to be t BM lanket Issuer Letter of Representations dated April 10, 1996, by the
City and received and acce�ted by The Depository Trust Company. So long as The Depository
Trust Company is the Depositpry or it or its nominee is the Holder of any Global Certificate, the
City shall comply with the proJi,sions of the Letter of Representations, as it may be amended or
supplemented by the City from tii�ie to time with the agreement or consent of The Depository
Trust Company. �
17 2G. Neeotiated Sale`�,The City has retained Springsted Incorporated as an
18 independent financial advisor, and the CiEy has heretofore determined, and hereby determines, to
19 sell the Bonds by private negotiation, all as'��rovided by Minnesota Statutes, Section 475.6Q
20 Subdivision 2(9). �,
21 27. Continuin� Disclosure. '�he City is an obligated pecson with respect to the
22 Bonds. The City hercby agrees, in accordance wiY the provisions of Rule 15c2-12 (the "Rule"),
23 promulgated by the Securities and Exchange Com�jssion (the "Commission") pursuant to the
24 Securities Exchange Act of 1934, as amended, and a�ontinuing Disclosure Undertaking (the
25 "Undertaking") hereinafter described, to: ���
2G
27
28
29
30
31
A. Provide or cause to be provided to ` ch nationally recognized municipal
securities information repository ("NRMSIR") and�he appropriate state information
depository ("SID"), if any, for the State of Minnesota, � each case as designated by the
Commission in accordance with the Rule, certain annualWfinancial information and
operating data in accordance with the Undertaking. The C4jty reserves the right to modify
from time to time the terms of the Undertaking as provided t�erein.
32 B. Provide or cause to be provided, in a timely ma�er, to (i) each NRM5IR
33 or to the Municipal Securities Rulemaking Board ("MSRB") an �ii) the SID, notice of
34 the occurrence of certain material events with respect to the Bonds� acwrdance with the
35 Undertaking.
36 C. Provide or cause to be provided, in a timely manner, to r each NRMSIR
37 or to the MSRB and (ii) the SID, notice of a failure by the City to provi�the annuai
38 financial information with respect to the City described in the Undertaking.
39 The City agrees that its covenants pursuant to the Rule set forth in this , aragraph
40 27 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds`and shall
32
12G8773v2
o�-���
1 The City agrees that its covenants pursuant to the Rule set forth in this paragraph
2 27 and in the Uiidertaking are intended to be for the benefit of the Holders of the Bonds and shall
3 be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
4 these covenauts shall be limited to a right to obtain specific enforcement of the City's obligations
5 imder the covenants.
6 The Mayor and Director, Office of Financial Services, or any other officers of the
7 City autliorized to act in their stead (the "Officers"), are hereby authorized and directed to
8 execute ou behalf of the City the Undertaking in substantially the form presented to the City
9 Council, subjecl lo such modifications thereof or additions thereto as are (i) consistent with the
10 requiremevts under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
11 28. Severabilitv. If any section, paragraph or provision of this resolution
12 shall be lield to be invalid or unenforceable for any reason, the invalidity or unenforceability of
13 such section, paragraph or provision shall not affect any of the remaining provisions of this
14 resolution.
33
i zes��s�z
di-3i�
enforceable on behalf of such Holders; provided that the right to enforce the provisions of
se covenants shall be limited to a right to obtain specific enforcement of the City's obligations
9erthe covenants.
4 '� The Mayor and Director, Office of Financial Services, or any other officers of the
5 City 8uthorized to act in their stead (the "Officers"), are hereby authorized and directed to
6 execute on behalf of the City the Undertaking in substantially the form presented to the City
7 Council;.�ubject to such modifications thereof or additions thereto as are (i) consistent with the
8 requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
9 '. 28. Severabilitv. If any section, paragaph or provision of this resolution
10 shall be held to,.be invalid or unenforceable for any reason, the invalidity or unenforceability of
11 such section, par�graph or provision shall not affect any of the remaining provisions of this
12 resolution.
1
�(
�268773v2
t
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k
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0�-'3��
29. HeadinQS. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shail not limit or define the meaning of any
provision hereof.
Adopted by Council: Date�� �,p �-F� a-<� c��
Adoption Certified by Council Secretary
By: I \��`\��� � �
Approved by Mayor: Date ! 2��
By: �
12G8773v2
34
Reques db r.t�nt f: �'�NAN��A�' ge ��`� 3
��
By:�
Form Approved by City Attorney
By: �G.'— `�._ �
� � /�'- o �
for SulSmfssioGfto Council
�
�
of Financial Services
BE ON COUNGL
TOTAL # OF SIGNATURE PAGES
DATEINITIATED
,s,zoo, GREEN SH
NUMBERFOR
ROUTING
o�-���
No 103538
u OEPNRTMENTDIRECTOR `�// f/ u GITYCOUNCIL
� CITYATTpRNEY � ❑ CITYCLERK
❑ FINANCIALSERVIGESOIR. ❑ FINANCIALSERVIACQG
� MAVOR ❑
1_ (CLIP ALL LOCATIONS FOR SIGNATURE)
iis resolution accepls the wlnning proposal and awards lhe bid for the $19,000,000 G.O.
3pilal Improvemenl Bonds Serles 2007A. Thls is a competitive bond sale and the award
going to the bidder found most advantageos (lowest cost) to the City.
JUA I IUN HP(1fOVB (H) Of KBJBC[
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
PERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTlONS:
1. HasthlspersoNfirmeverworkedunderaconlractforthisdepartmenl'7
YES NO
2. Has this persoNfirm ever been a city employee?
YES NO
3. Does this persoNFlrm possess a skill not normally possessed by any arrent ciry employee�
YES NO
4 Is this persoNfrm a targeted vendoR
VES NO
3 PROBLEM ISSUE, OPPOR7UNITV (Who, What, When, Where, Why)
are forthe purpose of Ponding the 6ond Mancine potlion ofthe Capllal Improvement Budget.
be avallable for the CIB Budget.
needed for capltal proJects wlll nol be avalleble.
AMOUNT OF TRANSACTION S s�e.o0o.000
FUNDING SOURCE
�.��"�}'��
���������g��
�, � � �6�
��b��
COST/REVENUE BUDGETED (CIRCLE ONE)
ACTIVIN NUMBER
YES NO
INFORMATION (EXPLAIN)
° ��G � -Z��d/ CouncilFile# 0 �" 3 ��
0 R I G I�I � L Green Sheet # l � ��,St`
RESOLUTION
���/,,� "' ITY OF SAINT PAUL, MINNESOTA '�"�
Presented By j �����L
Referred To Committee: Date
ACCEPTING PROPOSAL ON SALE OF
$19,000,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 2001A,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
WHEREAS, the Director, Office of Financial Services, has presented proposals
received for the sale of $19,000,000 General Obligation Capital Improvement Bonds, Series
ZOOlA (the "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
9 WHEREAS, the proposals set forth on Exhibit A attached hereto were received
10 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:30 A.M.,
11 Central Time, this same day; and
12 WHEREAS, the Director, Office of Financial Services, has advised this Council
13 that the proposal of ,�� e,�' m�r.�,a �r.>.�., �S ✓LeWas found to be the most advantageous
14 and has recommended that said proposal be accepted; and
15 WHEREAS, the proceeds of the Bonds will finance certain capital improvements,
16 for which the City is proceeding pursuant to its Charter and Laws of Minnesota far 1971,
17 Chapter 773, as amended, with any excess to be used for any other purpose pezmitted by law;
18 and
19 WHEREAS, the City has hereto£ore issued registered obligations in certificated
20 form, and incurs substantial costs associated with their printing and issuance, and substantial
21 continuing transaction costs relating to their payment, transfer and exchange; and
22 WHEREAS, the City has determined that significant savings in transaction costs
23 will result from issuing bonds in "global book-entry form", by which bonds are issued in
24 certificated form in large denominations, registered on the books of the City in the name of a
25 depository ar its nominee, and held in safekeeping and immobilized by such depository, and such
26 depository as part of the computerized national securities clearance and settlement system (the
27 "National System") registers transfers of ownership interests in the bonds by making
28 computerized book entries on its own books and distributes payments on the bonds to its
29 Participants shown on its books as the owners of such interests; and such Participants and other
30 banks, brokers and dealers participating in the National System will do likewise (not as agents of
31 the City) if not the beneficial owners of the bonds; and
1
12G8773v2
DI-���
WFIEREAS, "Participants" means those financial institutions for whom the
Depository effects book-entry transfers and pledges of securities deposited and immobilized with
lhe Depository; and
WHEREAS, The Depository Trust Company, a limited purpose trust company
orglnized under the laws of the State of New York, or any of its successors or successors to its
functions hereunder (the "Depositary"), will act as such depository with respect to the Bonds
except as set forth below, and the City has heretofare delivered a letter of representations (the
"Lelter of Representations") setting forth various matters relating to the Depository and its role
with respect to the Bonds; and
] 0 WHEREAS, the City will deliver the Bonds in the form of one certificate per
ll maturily, each representing the entire principal amount of the Bonds due on a particular maturity
12 daYe (each a"Global Cerlificate"), which single certificate per maturity may be transferred on the
13 City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
14 denominalions unless the City determines to issue Replacement Bonds as provided below; and
15 WH�REAS, the City will be able to replace the Depository or under certain
16 circumstances to abandon the "global book-entry form" by permitting the Global Certificates to
17 Ue exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
18 registei; and "Replacement Bonds" means the certificates representing the Bonds so
19 authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, "Holder" as used herein means the person in whose name a Bond is
21 registered on Che registration books of the City mainYained by the registrar appointed as provided
22 in paragraph 8(the "Bond Registrar"); and
23 WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
24 "participlling underwriters° from purchasing ar selling the Bonds unless the City undertakes to
25 provide cerlain continuing disclosure with respect to the Bonds; and
26 WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
27 public sale requirements do not apply to the Bonds if the City retains an independent financial
28 ldvisor and determines to sell the Bonds by private negotiation, and the City has instead
29 autliorized a competitive sale without publication of notice thereof as a form of private
30 negoliatioi�; and
31 WHEREAS, proposals for the Bonds have been solicited by Springsted
32 Incorporlted p�u•s�iant to an Official Statement and Terms of Proposal therein:
33 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
34 Paul, Minnesota, as follows:
35 l. Acceptance of Proposal. The proposal of Banc of America Securities,
36 LLC (the "Purcl�aser"), to purchase $19,OOQ000 General Obligation Capital Improvement
37 Bonds, Series 2001A, of the City (the "Bonds", or individually a"Bond"), in accordance with the
38 Terms of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for
39 the Bonds the sum of $19,681,895.40, plus interest accrued to settlement, is hereby found,
2
i26877Jv2
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5
0
10 WHEREAS, the City will deliver the Bonds in the form of one certificate per
I 1 maturity, e h representing the entire principal amount of the Bonds due on a particular maturity
12 date (each a' lobal Certificate"), which single certificate per maturity may be transferred on the
13 City's bond reg ter as required by the Uniform Commercial Code, but not exchanged for smaller
14 denominations u��ess the City determines to issue Replacement Bonds as provided below; and
IS WHEf�EAS, the Citywill be able to replace the Depository or under certain
16 circumstances to abancl n the "giobal book-entry form" by permitting the Global Certificates to
17 be exchanged for smalle�enominations typica( of ordinary bonds registered on the City's bond
18 register; and "Replacemente onds" means the certificates representing the Bonds so
19 authenticated and delivered the Bond Registraz pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, "H'�er" as used herein means the person in whose name a Bond is
21 registered on the registration boo s of the City maintained by the registrar appointed as provided
22 in paragraph 8(the "Bond Reg�straPk�); and
23 WHEREAS, Rule 15c2��12 of the Securities and Exchange Commission prohibits
24 "participating underwriters" from purcti'�sing or selling the Bonds unless the City undertakes to
25 provide certain continuing disclosure witl�respect to 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
rganized under the laws of the State of New York, or any of its successors or successors to its
nctions hereunder (the "Depository"), will act as such depository with respect to the Bonds
ex ept as set forth below, and the City has heretofore delivered a letter of representations (the
"Le r of Representations") setting forth various matters relating to the Depository and its role
with spect to the Bonds; and
26 WHEREAS, pursuant to Min�esota Statutes, Section 475.60, Subdivision 2(9),
27 public sale requirements do not apply to the �gnds if the City retains an independent financial
28 advisor and determines to sell the Bonds by pn�ate negotiation, and the City has instead
29 authorized a competitive sale without publicatio�of notice thereof as a form of private
30 negotiation; and �
31
32
WHEREAS, proposals for the Bonds
Incorporated pursuant to an Official Statement and 7
been solicited by Springsted
ofProposaltherein:
33
34
35
36
37
38
39
NOW, THEREFORE, BE IT
Paul, Minnesota, as follows:
the Council of the City of Saint
1. Acceptance of Proposal. The proposal �
"Purchaser") to purchase $19,000,000 General Obligation Cap
2001A, of the City (the "Bonds", or individually a"Bond"), in
Proposal for the bond sale, at the rates of interesf set forth hereinafte
the sum of $ �, plus interest acarued to settlement,
1268777v2
(the
with the Terms of
to pay for the Bonds
eby found, determined
��.
\
P�—�3�/
10
11
12
13
determined and declared to be the most favorable proposal received and is hereby accepted, and
the Bonds are hereby awarded to the Purchaser. The Director, Office of Financial Services, or
his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others
making proposals their good faith checks or drafts.
2. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be
tilled "General OUligation Capital Improvement Bonds, Series 2001A", shall be dated April 1,
2001, 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 lhe denomination of lhe entire principal amount maturing on a single date, or, if a portion
of said principal amowrt is prepaid, said principal amount less the prepayment. Replacement
Bonds, if isstted as provided in paragraph 6, shall be in the denomination of $5,000 each or in
auy integral multiple thereof of a single maturity. The Bonds shall mature on March 1 in the
years and amounts as follows:
Year
2002
2003
2004
2005
2006
14
15
16
17
18
19
20
21
22
Amount
$1,660,000
1,655,000
1,715,000
1,775,000
1,845,000
Year
2007
2008
2009
2010
2011
Amount
$1,910,000
1,985,000
2,065,000
2,150,000
2,240,000
3. Purpose. The Bonds shall provide funds for the construction of the capital
iinprovemenis in the City's 2001 capital improvement budget (the "ImprovemenYs"), including
payments on a lease relating to the City's central library. The proceeds of the Bonds shall be
deposited 1nd used as provided in paragraph 17, far the purpose described by Laws of Minnesota
for 1971, Cl�apter 773, as amended, and any excess moneys shall be devoted to any other
purpose �ermitted by law. The total cost of the Improvements, which shall include all costs
enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount
of the Bonds. Work on the Improvements shall proceed with due diligence to completion.
23 4. Interest. The Bonds shall bear interest payable semiannually on March 1
24 and 5eptember 1 of each year (each, an"Interest Payment Date"), commencing September 1,
25 2001, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
26 per amzum set forth opposite the maturity years as follows:
Mlturit�
2002
2003
2004
2005
2006
27
12G8773v2
Interest Rate
4.0 %
4.5
4.5
4.5
4.5
Maturitv Year
2007
2008
2009
2010
2011
Interest Rate
5.0%
5.0
5.0
5.0
5.0
O/-3//
and declared to be the most favorable proposal received and is hereby accepted, and the Bonds
2 are hereby awarded to the Purchaser. The Director, Offce of Financial Services, or his designee,
3,, is directed to retain the deposit o€'the Purchaser and to forthwith retum to the others making
4 roposals their good faith checks or drafts.
5 � 2. Title: Original Issue Date; Denominations; Maturities. The Bonds shall be
6 titlec��."General Obligation Capital Improvement Bonds, Series 2001A", shall be dated April 1,
7 2001, ns the date of original issue and shall be issued forthwith on or after such date as fully
8 register�e�l bonds. The Bonds shall be numbered from R-1 upward. Global Certificates shall each
9 be in the i� nomination of the entire principal amount maturing on a single date, or, if a portion
10 of said prin�� al amount is prepaid, said principal amount less the prepayment. Replacement
11 Bonds, if issu�d as provided in paragraph 6, shall be in the denomination of $5,000 each or in
12 any integral rnul,Giple thereof of a single maturity. The Bonds shall mature on March 1 in the
13 years and amountg as follows:
Year
2002
�003
2004
2005
2006
14
15
16
17
18
19
20
21
Amount
$1,660,000
1,655,000
1,715,000
1,775,000
���,845,000
Year
2007
2008
2009
2010
2011
Amount
$1,910,000
1,985,000
2,065,000
2,150,000
2,240,000
3. Purpose. Th" ; Bonds shall provide funds for the construction of the capital
improvements in thc City's 2001 ca�al improvement budget (the "Improvements"), including
payments on a lease relating to the City's centrai library. The proceeds of the Bonds shall be
deposited and used as provided in paragYaph 17, for ti�e purpose described by Laws of Minnesota
for 1971, Chapter 773, as amended, and alrfy excess moneys shall be devoted to any other
purpose permitted by law. The total cost of�the Improvements, which shall include all costs
enumerated in Minnesota Statutes, Section 4'7�5.65, is estimated to be at least equal to the amount
22 of the Bonds. Work on the Improvements shall proceed with due diligence to completion.
23 4. Interest. The Bonds shall bear interest payable semiannually on Mazch 1
24 and Sepiember 1 of each year (each, an "Interest P��ment Date"), commencing September 1,
25 2001, calculated on the basis of a 360}day year of t�lve 30-day months, at the respective rates
26 per annum set forth opposite the maturity years a� foll'Qws:
Maturity Year
2002
2003
2004
2005
2006
27
1268773v2
Interest Rate M� urit '
\.
o�u 2`0,07
20d�3
2009
2010
2011
3
Interest Rate
%
01-3ir
9
10
11
12
13
14
IS
16
5. Description of the Global Certificates and Global Book-Entrv S sy tem.
Upon their original issuance the Bonds will be issued in the form of a single Global Certificate
for each maturity, deposited with the Depository by the Purchaser and immobilized as provided
in par�graph 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
pariicipating 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
Regislrar as paying agent, and in turn by the Bond Registrar to the Depository or its nominee as
registered owiier of the Global Certificates, and the Depository according to the laws and rules
governing it will receive and forward payments on behalf of the beneficial owners of the Global
Certificales.
17 Ptiymenl oPprincipal of, premium, if any, and interest on a Global Certificate may in the
18 City's discrefion be made by such other method of transferring funds as may be requested by the
19 Holder of a Global Certificate.
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
6. Immobilization of Global Certificates by the Depository; Successor
Depositorv: Re�lacement Bonds. Pursuant to the request of the Purchaser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
tlie Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with
the Depository or its agent. The Global Certificates shall be in typewritten form or otherwise as
acceplable to the Depository, shall be registered in the name of the Depository ar its nominee
and shall be held immobilized from circulation at the offices of the Depositary or its agent on
behllf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the
sole holder oPrecord of the Global Certificates and no investor ar other party purchasing, selling
or otherwise transfen•ing ownership of interests in any Bond is to receive, hold or deliver any
bond certificates so long as the Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be transferred or
exchanged except:
(i) Upon registration of transfer of ownership of a Global Certificate, as
provided in paragraph 12,
(ii) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository or any substitute depository
must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
Code at MinnesoCa Statutes, Section 336.8-102, and a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
12G8773v2
C!
• i
�' .
�: . . . .
� 1 5. Descrintion of the Global Certificates and Globai Book Entrv Svstem.
Upon their original issuance the Bonds will be �ssued m the form of a single Global Certificate
3 for each maturity, deposited with the Depository by the Purchaser and immobilized as provided
4 paragraph 6. No beneficial owners oFinterests in the Bonds will receive certificates
5 re esenting their respective interests in the Bonds except as provided in paragraph 6. Except as
6 so p vided, during the term of the Bonds, beneficial ownership (and subsequent transfers of
7�� bene ial ownership) of interests in the Global Certificates will be reflected by book entries
8 made o the records of the Depository and its Participants and other banks, brokers, and dealers
9 participat�g in the National System. The Depository's book entries of beneficial ownership
10 interests arc� uthorized to be in increments af $5,000 of principal of the Bonds, but not smaller
11 increments, d��pite the larger authorized denominations of the Global Certificates. Payment of
12 principal of, pre: ium, if any, and interest on the Global Certificates will be made to the Bond
13 Registrar as pay�n , agent, and in turn by the Bond Registrar to the Depository o� its nominee as
14 registered owner of ih Global Certificates, and the Depository according to the laws and rules
15 governing it will recei�\nd forward payments on behalf of the beneficial owners of the Global
16 Certificates.
17 Payment ofprincipal �d�' prerriium, if any, and interest on a Global Certificate may in the
18 City's discretion be made by suC other method of transferring funds as may be requested by the
19 Holder of a Global Certificate. �
20
21
22
23
24
25
2G
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
6. Immobilizatio�of Global Certificates bv the Denositorv Successor
Depositorv: Renlacement Bonds. Purs nt to the request of the Purchaser to the Depository,
which request is required by the Terms o�•�roposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Glbbal Certificates representing atl of the Bonds with
the Depository. Tha Global Certificates shal���e in typewritten form or otherwise as acceptable
to the Depository, shall be registered in the narri of the Depository or its nominee and shall be
held immobilized from circulation at the offices� {'ihe Depository on behalf of the Purchaser and
subsequent bondowners. The Depository or its nom'nee will be the sole holder of record of the
Global Certificates and no investor or other party pu��iasing, selling or otherwise transferring
ownership of interests in any Bond is to receive; hold on,deliver any bond certificates so long as
the Depository holds the Global Certificates immobilized��i�om circulation, except as provided
below in this paragraph and in paragraph 12. `�,,
. Certificates evidencing the Bonds may not after their
exchanged except:
(i) Upon registration of transfer of ownership of a
provided in paragraph 12,
delivery be transferred or
Certificate, as
(ii) To any successor of the Depository (or its nominee) or ai�,y, substitute
depository (a "substitute depository") designated pursuant to clause (iii) 0�"4 �,�s
subpazagraph, provided that any successor of the Depository or any substitutc deposi
must be both a"clearing corporation" as defined in the Minnesota Uniform Co�
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "cl�"?�ri
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as ame�
1268771v2
0
0�-3�\
(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:
8 (a) the Depository shall resign or discontinue its services for the
9 Bonds and the City is unable to locate a substitute depository within two (2)
10 months following the resignation or determination of non-eligibility, or
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
�:3
29
30
31
32
33
34
35
36
37
38
39
40
(b) upon a determination by the City in its sole discretion that (1) the
continuation of the book-entry systam 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, ar(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 G1oUa1 Certificates shall register their
transfer to the substitute or successor depository, and the substitute or successor depository shall
be treated as the Depository for all purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor depository unless the City and the
substitute or successor depository so agree, and a similar agreement may be entered into.
7. Redem�tion.
(a) Optional Redemption; Due Date. All Bonds maturing after March 1, 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
12G6773v2
5
o�-���
1 provided on the Global Certificate stating the amount so redeemed, or may return the Global
2 Certificate to the Bond Registrar in exchange far a new Global Certificate authenticated by the
3 Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for
4 reference only, and may not be relied upon by any other person as being in any way
5 determinative of the principal amount of such Global Certificate outstanding, unless the Bond
6 Registrar has signed the appropriate column of the panel.
7 (c) Selection of Replacement Bonds. To effect a partial redemption of Replacement
8 Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
9 shall assign to each Replacement Bond having a common maturity date a distinctive number for
10 each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then
11 select by lot, using such method of selection as it shall deem proper in its discretion, from the
12 numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each
13 number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
14 Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
15 numbers so selected; provided, however, that only so much of the principal amount of each such
16 Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
17 $5,000 for each number assigned to it and so selected.
18
19
20
21
22
23
24
25
26
27
(d) Partial Redemntion 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 aggegate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
28 (e) Request for Redemntion. The Bond Registrar shall call Bonds for redemption and
29 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior
30 to the redemption date of a request of the City, in written form if the Bond Registraz is other than
31 a City officer. Such request shall specify the principal amount of Bonds to be called for
32 redemption and the redemption date.
33
34
35
36
37
38
39
,�
(� Notice. Mailed notice of redemption shall be given to the paying agent (if other
than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds
for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give
written notice in the name of the City of its intention to redeem and pay such Bonds at the office
of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prepaid,
mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
redeemed, at the address appearing in the Bond Register. All notices of redemption shall state:
(i) The redemption date;
41 (ii) The redemption price;
1268773v2
p�-�\\
1 (iii) If ]ess than all outstanding Bonds are to be redeemed, the identification
2 (and, in the case of partial redemption, the respective principal amounts) of the Bonds to
3 be redeemed;
4 (iv) That on the redemption date, the redemption price will become due and
5 payable upon each such Bond, and that interest thereon shall cease to accrue from and
6 after said date; and
(v) The place where such Bonds are to be surrendered for payment of the
redemption price (which shall be the office of the Bond Registrar).
9 (g) Notice to Depositorv. Notices to The Depository Trust Company or its nominee
10 shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than
11 the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such
12 notice to the Depository on the business day next preceding the date of mailing of such notice to
13 all other Holders.
14 8. Bond Re is� trar. U. S. Bank Trust National Association, in Saint Paul,
15 Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the
16 "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed,
17 all pursuant to any contract the City and Bond Registrar shall execute which is consistent
18 herewith. A successor Bond Registrar shall be an officer of the City or a bank or trust company
19 eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may
20 be appointed pursuant to any contract the City and such successor Bond Registrar shall execute
21 which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and
22 until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be
23 paid to the Holders (or record holders) of the Bonds in the manner set forth in the forms of Bond
24 and paragraph 14 of this resolution.
25 9. Forms of Bond The Bonds shall be in the form of Global Certificates
26 unless and until Replacement Bonds are made available as provided in paragraph 6. Each form
27 of bond may contain such additional or different terms and provisions as to the form of payment,
28 record date, notices and other matters as are consistent with the Letter of Representations and
29 approved by the City Attorney.
30 A. Global Certificates. The Global Certificates, together with the Certificate of
31 Registration, the Register of Partial Payments, the form of Assignment and the registration
32 information thereon, shall be in substantially the following form and may be typewritten rather
33 than printed:
12G8773v2
O�-'a�♦
�
$
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 2001A
INTEREST
RATE
REGISTERED OWNER:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSL7E
CUSIP
March 1, _
10 PRINCIPAL AMOLJNT:
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
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 ar 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 March 1 and September 1 of each year (each, an "Interest
Payment Date"), commencing September 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 premiwn, if any, on this Bond are payable in same-
day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal
office of in , Minnesota (the "Bond Registrar"), acting as
paying agent, or any successor paying agent duly appointed by the Issuer; provided, however,
that upon a partial redemption of this Bond which results in the stated amount hereof being
reduced, the Holder may in its discretion be paid without presentation of this Bond, which
payment shall be received no later than 2:30 p.m., Eastern time, and may make a notation on the
panel provided herein of such redemption, stating the amount so redeemed, ar 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 230 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
April 1, 2001
1268773v2
0�-7�e
1 Date (the "Regular Record Date"). Interest payments shall be received by the Holder no later
2 than 2:30 p.m., Eastern time; and principal and premium payments shall be received by the
3 Holder no later than 2:30 p.m., Eastern time, if the Bond is surrendered for payrnent enough in
4 advance to permit payment to be made by such time. Any interest not so timely paid shall cease
5 to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
6 payable to the person who is the Holder hereof at the close of business on a date (the "Special
7 Record Date") fixed by the Bond Registrar whenever money becomes available for payment of
8 the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
9 than ten days prior to the Special Record Date. The principal of and premium, if any, and
10 interest on this Bond are payable in lawful money of the United States of America.
11 Date of Pavment Not Business Dav. If the date for payment of the principal of,
12 premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
13 which banking institutions in the City of New York, New York, or the city where the principal
14 office of the Bond Registrar is located are authorized by law or executive order to close, then the
15 date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
16 holiday or a day on which such banking institutions are authorized to close, and payment on such
17 date shall have the same force and effect as if made on the nominal date of payment.
18 Redemption. All Bonds ofthis issue (the "Bonds") maturing after March 1, 2009,
19 are subject to redemption and prepayment at the option of the Issuer on such date and on any day
20 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
21 Bonds subj ect to prepayment. If redemption is in part, those Bonds remaining unpaid may be
22 prepaid in such order of maturity and in such amount per maturity as the City shall determine;
23 and if only part of the Bonds having a common maturity date are called for prepayment, this
24 Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for
25 redemption shall be due and payable on the redemption date, and interest thereon shall cease to
26 accrue from and after the redemption date.
27 Notice of Redemption. Mailed notice of redemption shall be given to the paying
28 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
29 the Bonds are called for redemption, written notice thereof will be given by first class mail
30 mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
31 redeemed. In connection with any such notice, the "CUSII"' numbers assigned to the Bonds
32 shall be used.
33 Renlacement or Notation of Bonds after Partiai Redemption. Upon a partial
34 redemption of this Bond which results in the stated amount hereof being reduced, the Holder
35 may in its discretion make a notation on the panel provided herein of such redemption, stating
36 the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and
37 may not be relied upon by any other person as being in any way determinative of the principal
38 amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
39 the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
40 Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
41 Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
42 authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
43 authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the
9
1268773v2
o►-���
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
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 total
principal amount of $19,000,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption privilege, which Bond has been issued
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773, as amended, and the Charter of
the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on March 28,
2001 (the "Resolution"), for the purpose of providing money to finance the acquisition,
construction and repair of various capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the
Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
and interest when the same become due, the fuli faith and credit and taxing powers of the Issuer
have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
single date, or, if a portion of said principal is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made available as provided below, are issuabie solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
that:
Reolacement Bonds. Replacement Bonds may be issued by the Issuer in the event
30 (a) the Depository shall resign or discontinue its services for the Bonds, and only
31 if the Issuer is unable to locate a substitute depository within two (2) months following
32 the resignation or determination of non-eligibility, ar
33 (b) upon a determination by the Issuer in its sole discretion that (1) the
34 continuation of the book-entry system described in the Resolution, which precludes the
35 issuance of certificates (other than Global Certificates) to any Holder other than the
36 Depository (or its nominee), might adversely affect the interest of the beneficial owners
37 of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
38 they be able to obtain certificated bonds.
39 Transfer. This Bond shall be registered in the name of the payee on the books of
40 the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his,
41 her or its name and note the date of registration opposite the name of the payee in the certificate
10
12G8773v2
o� _� ��
1 of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
2 assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
3 Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights
4 and powers of an owner until this Bond is presented with such assignment for registration of
5 transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
6 and effective, and until such transfer is registered on said books and noted hereon by the Bond
7 Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable
8 regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar.
9 Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
10 restrictions if required to qualify this Bond as being "in registered form" within the meaning of
11 Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
12 Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
13 sufficient to cover any tax or other governmental charge payable in connection with the transfer
14 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
15 Treatment of ReQistered Owner. The Issuer and Bond Registrar may treat the
16 person in whose name this Bond is registered as the owner hereof for the purpose of receiving
17 payment as herein provided (except as otherwise provided with respect to the Record Date) and
18 for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
19 Bond Registrar shall be affected by notice to the contrary.
20 Authentication. This Bond shall not be valid or become obligatory for any
21 purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
22 been executed by the Bond Registrar.
23 Not Qualified Tax-Exem�t Obli atg ions. The Bonds haue not been designated by
24 the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal
25 Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
26 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
27 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
28 be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
29 done, have happened and have been performed, in regular and due form, time and manner as
30 required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
31 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
32 does not exceed any constitutional or statutory or Charter limitation of indebtedness.
33 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
34 its City Council has caused this Bond to be executed on its behalf by the photocopied facsimile
35 signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and
36 countersigned by the photocopied facsimile signature of its Director, Office of Financial
37 Services, the official seal having been omitted as permitted by law.
11
12G8773v2
��-a��
1 Date of Registration:
2
3
4
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
12
13
14
15
16 Bond Registrar
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
By
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Capital Improvement Bond, Series 2001A, No. R-
12G8773v2
12
O � -'3 ��
CERTIFICATB 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 ]egal representative last noted below.
DATE OF
REGISTRATTON
SIGNATiJRE OF
BOND REGISTRAR
13
12G8773v2
o� -���
REGISTER OF PARTIAL PAYMENTS
3 The principal amount of the attached Bond has been prepaid on the dates and in the amounts
4 noted below:
Date Amount Bondholder Bond Re ig strar
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.
14
1268773v2
o�-���
1
2
3
4
5
6
7
8
9
10
11
12
13
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)
underthe
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviaYions may also be used
though not in the above list.
15
12G8773v2
ol-���
ASSIGNMENT
2 For value received, the undersigned hereby sells, assigns and transfers unto
3 the attached
4 Bond and does hereby irrevocably constitute and appoint
5 attorney to transfer the Bond on the books kept for the
6 regislration thereof, with full power of substitution in the premises.
7
8 Notice: The assignor's signature to this assignment must
9 correspond with the name as it appears upon the face of
10 the attached Bond in every particular, without alteration
11 or any change whatever.
12 Signature Guaranteed:
13
14 Signatttre(s) musl be guaranteed by a national bank or trust company or by a brokerage firm
15 having � membership in oiie of the major stock exchanges or any other "Eligible Guarantor
16 InsCit�ition" as defined iii 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registrar will not effect transfer of this Bond unless the information
18 coneeruing the Yransferee requested below is provided.
19 Name 1nd Address:
�
21
22
23
(Include information for all joint owners ifthe Bond is held
by j oint account.)
16
12G8773v2
.. �
o l-'���
ASSIGNMENT
2
3
4
5
6
21
22
23
For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Bond a d does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the
registratio thereof, with full power of substitution in the premises.
7
8
9
10
il
12 Signature Guaranteed:
13
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of
the attached Bond in every particular, without alteration
, or any change whatever.
14 Signature(s) must be guaranteed by" , national bank or trust company or by a brokerage firm
15 having a membership in one of the m�`a}pr stock exchanges or any other "Eligible Guarantor
16 Institution" as defined in 17 CFR 240.1�' d-15(a)(2).
l 7 The Bond Registrar will not �£€ect transfer of this Bond unless ihe information
I8 concerning the transferee requested below is pYy�vided.
19 Name and Address:
20
(Include information for all
by joint account.)
1268773v2
E�
owners if the Bond is held
o� -3��
1 B. Replacement Bonds. If the City has notified Holders that Replacement Bonds
2 have been made available as provided in paragraph 6, then for every Bond thereafter transferred
3 or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not
4 previously exchanged for Replacement Bonds) the Bond Registrar shall deliver a certificate in
5 the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global
6 Certificate shall not otherwise be required to exchange the Global Certificate far one or more
7 Replacement Bonds since the City recognizes that some beneficial owners may prefer the
8 convenience of the Depository's registered ownership of the Bonds even though the entire issue
9 is no longer required to be in global book-entry form. The Replacement Bonds, together with the
10 Bond Registrar's Certificate of Authentication, the form of Assignment and the registration
11 information thereon, shall be in substantially the foliowing form:
17
1268773v2
o� .3��
LTNITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAUL
�
6
7
C]
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 2001A
INTEREST MATURITY
RATE DATE
REGISTERED OWNER:
10 PRINCIPAL AMOUNT:
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
DOLLARS
$
CUSIP
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 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 March 1
and September 1 of each year (each, an "Interest Payment Date"), commencing September 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 hereo£ The principal of and premium, if
any, on this Bond are payable upon presentation and surrender hereof at the principal office
of ,in ,
(the "Bond Registrar"), acting as paying agent, or any successar paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder"
or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Recard Date"). Any inYerest 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 ofbusiness 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.
12G8773v2
DATE OF
ORIGINAL ISSUE
April 1, 2001
IE:�
o� �� ��
1 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
2 THIS BOND SET FOKTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
3 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
4 IT IS HEREBY CERTIFIED AND I2ECITED that all acts, conditions and things
5 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
6 be done, to happen and to be performed, precedent to and in the issuance of this Bond, ha�e been
7 done, have happened and have been performed, in regular and due form, time and manner as
8 required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
9 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
10 does not exceed any constitutional or statutory or Charter limitation of indebtedness.
11 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
12 its City Council has caused this Bond to be executed on its behalf by the original or facsimile
13 signature of its Mayor, attested by the original or facsimile signature of its Clerk, and
14 countersigned by the original or facsimile signature of its Director, Office of Financial Services,
15 the official seal having been omitted as permitted by law.
19
12G8773v2
t�\-'J �\
1 Date of Registration:
2
�
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution rnentioned
11 within.
12
13
14
15
16 Bond Registrar
17
18
19
20
21
22
23
Authorized Signature
12G8773v2
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
20
O1-'J �\
ON REVERSE OF BOND
Date of Payment Not Business Day. If the date for payment of the principal of,
premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
which banking institutions in the City of New Yark, New York, or the city where the principal
office of the Bond Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday or a day on which such banking institutions are authorized to close, and payment on such
date shall have the same force and effect as ifmade on the nominal date ofpayment.
9 Redemption. All Bonds ofthis issue (the "Bonds") maturing after March 1, 2009,
10 are subject to redemption and prepayment at the option of the Issuer on such date and on any day
11 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
12 Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
13 prepaid in such order of maturity and in such amount per maturity as the City shall determine;
14 and if only part of the Bonds having a common maturity date are called for prepayment, the
15 specifac Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions
16 thereof called for redemption shall be due and payable on the redemption date, and interest
17 thereon shall cease to accrue from and after the redemption date.
18 Notice of Redemption. Mailed notice of redemption shall be given to the paying
19 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
20 the Bonds are called for redemption, written notice thereof will be given by first class mail
21 mailed not less than thiriy (30) days prior to the redemption date to each Holder of Bonds to be
22 redeemed. In connection with any such notice, the "CU5Il"' numbers assigned to the Bonds
23 shall be used.
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
Selection o£ Bonds for Redem�tion. 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
mimber, shall equal the principa] 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
shall 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
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any authorized
denomination or denominations, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
12G8773v2
21
o�-���
1 Issuance; Purpose; General Obli ag tion. This Bond is one of an issue in the total
2 principal amount of $19,000,000, all of like date of original issue and tenor, except as to number,
3 maturity, interest rate, denomination, and redemption privilege, which Bond has been issued
4 pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,
5 including particularly Laws of Minnesota for 1971, Chapter 773, as amended, and the Charter of
6 the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on March 28,
7 2001 (the "Resolution"), for the purpose of providing money to finance the acquisition,
8 construction and repair of various capital improvements in the City. This Bond is payable out of
9 the General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the
10 Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
11 and interest when the same become due, the full faith and credit and taacing powers of the Issuer
12 have been and are hereby irrevocably pledged.
13 Denominations; Exchan�e; Resolution. The Bonds are issuable solely as fully
14 registered bonds in the denominations of $5,000 and integral multiples thereof of a single
15 maturity and are exchangeable far fully registered Bonds of other authorized denominations in
16 equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
17 manner and subject to the limitations provided in the Resolution. Reference is hereby made to
18 the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
19 Resolution are on file in the principal office of the Bond Registrar.
20 Transfer. This Bond is transferable by the Holder in person or by his, her or its
21 attorney duly authorized in writing at the principal office of the Bond Registrar upon
22 presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
23 provided in the Resolution and to reasonable regulations of the Issuer contained in any
24 agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the
25 Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully
26 registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
27 similar designation), of an authorized denomination or denominations, in aggregate principal
28 amount equal to the principal amount of this Bond, of the same maturity and bearing interest at
29 the same rate.
30 Fees unon Transfer or Loss. The Bond Registrar may require payment of a sum
31 sufficienY to cover any tax or other governmental charge payable in connection with the transfer
32 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
33 Treatment of ReQistered Owner. The Issuer and Bond Registrar may treat the
34 person in whose name this Bond is registered as the owner hereof for the purpose of receiving
35 payment as herein provided (except as otherwise provided on the reverse side hereof with respect
36 to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and
37 neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
38 Authentication. This Bond shall not be valid or become obligatory for any
39 purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
40 been executed by the Bond Registrar.
22
1268773v2
D\-7\\
1 Not Oualified Tax-Exempt Obli atg ions. The Bonds have not been designated by
2 the Issuer 1s "qualified tax-exempt obligations" far purposes of Section 265(b)(3) of the federal
3 Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
23
12G8773v2
O\ -���
1
ABBREVIATIONS
2 The following abbreviations, when used in the inscription on the face of this
3 Bond, shall be construed as though they were written out in full according to applicable laws or
4 regulations:
5
6
7
8
9
10
11
12
13
14
15
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)
miderthe
12G8773v2
(Minor)
Uniform Transfers to Minors Act
(State)
Additionai abbreviations may also be used
though not in the above list.
24
D\ ��
ASSIGNMENT
2 For value received, the undersigned hereby sells, assigns and transfers unto
3 the within
4 Bond 1nd does hereby irrevocably constitute and appoint
5 attomey to transfer the Bond on the books kept for the
6 regislraYion thereo£, with full power of substitution in the premises.
7 Dated:
8 Notice: The assignor's signature to this assignment must
9 correspond with the name as it appears upon the face of
10 the within Bond in every particular, without alteration or
I 1 any change whatever.
12 SignaYUre Guarat�teed;
iic3
14 Signalure(s) musl be guaranteed by a national bank ar trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges ar any other "Eligible Guarantor
16 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registrar wi11 not effect transfer of this Bond unless the information
18 concerning the transferee requested below is provided.
19 Name and Address:
20
21
22
23
24
(Include informaYion for all joint owners if the Bond is held
byjoint account.)
25
12G877Jv2
o�-���
1
2
4
5
6
7
8
9
10
11
12
13
ASSIGNMENT
� For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Boi1d and does hereby irrevocably constitute and appoint
attomey to transfer the Bond on the books kept for the
registration thereof, with full power of substitution in the premises.
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of
the attached Bond in every particular, without alteration
or any change whatever.
Signature Guaranteedi,
14 Signature(s) must be guaranteed by a national banlc or trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges or any other "Eligible Guarantor
16 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
17
18
19
20
21
22
23
24
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested befow is provided.
Name and Address:
(Include information for all joint owners if the Bond is held
by joint account.)
12G6773v2
25
C� \ —�\�
L�
10
11
12
13
14
15
16
17
18
19
20
21
22
23
10. Execution. The Bonds shall be executed on behalf of the City by the
signatures of its Mayor, Clerk and Director, Office of Financia] 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 bel�alf 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 ar 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
sh111 authenticate the signatures of officers of the City on each Bond by execution of the
Certificate of Authentication on the Bond and by inserting as the date of registration in the space
provided the date on which the Bond is authenticated. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the
date of original issue, which date is April 1, 2001. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been authenticated and delivered under this
resolution.
24 12. Reeistration; Transfer; ExchanQe. The City will cause to be kept at the
25 principal office of the Bond Registrar a bond register in which, subject to such reasonable
26 regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
27 registration of Bonds and the registration of transfers of Bonds entitled to be registered or
28 transferred as herein provided.
29
30
31
32
33
34
35
36
37
38
39
40
41
42
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 Certi£cate 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
entitied 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 tl�is 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
12G8773v2
26
o�-a��
1 form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as
2 amended.
3 If a Global Certificate is to be exchanged for one ar more Replacement Bonds, all
4 of the principal amount of the Global Certificate shall be so exchanged.
5 Upon surrender for transfer of any Replacement Bond at the principal office of
6 the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall
7 authenticate, insert the date of registration (as provided in paragraph 11) of, and deliver, in the
8 name of the designated transferee or transferees, one or more new Replacement Bonds of any
9 authorized denomination or denominations of a like aggregate principal amount, having the same
10 stated maturity and interest rate, as requested by the transferor; provided, however, that no bond
11 may be registered in blank or in the name of "bearer" ar similar designation.
12 At the option of the Holder of a Replacement Bond, Replacement Bonds may be
13 exchanged far Replacement Bonds of any authorized denomination or denominations of a like
14 aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
15 exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are
16 so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall
17 authenticate, insert the date of registration of, and deliver the Replacement Bonds which the
18 Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
19 Global Certificates of smaller denominations.
20 All Bonds surrendered upon any exchange or transfer provided for in this
21 resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
22 directed by the City.
23 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
24 general obligations of the City evidencing the same debt, and entitled to the same benefits under
25 this resolution, as the Bonds surrendered for such exchange or transfer.
26 Every Bond presented or surrendered for transfer or exchange shall be duly
27 endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
28 Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
29 writing.
30 The Bond Registrar may require payment of a sum sufficient to cover any ta�c or
31 other governmental charge payable in connection with the transfer or exchange of any Bond and
32 any legal or unusual costs regarding transfers and lost Bonds.
33 Transfers shall also be subject to reasonable regulations of the City contained in
34 any agreement with, or notice to, the Bond Registrar, including regulations which permit the
35 Bond Registrar to close its transfer books between record dates and payment dates.
36 13. Ri¢hts Upon Transfer or Exchange. Each Bond delivered upon transfer of
37 or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
38 unpaid, and to accrue, which were carried by such other Bond.
27
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1 14. Interest Pavment; Record Date. Interest on any Global Certificate shall be
2 paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be
3 paid on each Interest Payment Date by check or draft mailed to the person in whose name the
4 Bond is registered (the "Holder") on the registration books of the City maintained by the Bond
5 Registrar, and in each case at the address appearing thereon at the close of business on the
6 fifteenth (l Sth) day of the calendar month preceding such Interest Payment Date (the "Regular
7 Record Date"). Any such interest not so timely paid shall cease to be payable to the person who
8 is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the
9 Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
10 Registrar whenever money becomes available for payment of the defaulted interest. Notice of
11 the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten
12 (10) days prior to the Special Record Date.
13 15. Holders: Treatment of Registered Owner; Consent of Holders.
14 A. For the purposes of all actions, consents and other matters affecting Holders of the
15 Bonds, other than payments, redemptions, and purchases, the City may (but shall not be
16 obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
17 in whose name the Bond is registered. For that purpose, the City may ascertain the identity of
18 the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion
19 deems appropriate, including but not limited to a certificate from the person in whose name the
20 Bond is registered identifying such beneficial owner.
21 B. The City and Bond Registrar may treat the person in whose name any Bond is
22 registered as the owner of such Bond for the purpose of receiving payment of principal of and
23 premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
24 Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and
25 neither the City nor the Bond Registrar shall be affected by notice to the contrazy.
2G C. Any consent, request, direction, approval, objection ar other instrument to be
2? signed and executed by the Holders may be in any number of concurrent writings of similar tenor
28 and must be signed or executed by such Holders in person or by agent appointed in writing.
29 Proof of the execution of any such consent, request, direction, approval, objection or other
30 instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in
31 the following manner, shall be sufficient for any of the purposes of this resolution, and shall be
32 conclusive in favor of the City with regard to any action taken by it under such request or other
33 instrument, namely:
34 (1) The fact and date of the execution by any person of any such writing may
35 be proved by the certificate of any officer in any jurisdiction who by law has power to
36 take acknowledgments within such jurisdiction that the person signing such writing
37 acknowledged befare him or her the execution thereof, ar by an affidavit of any witness
38 to such execution.
39 (2) Subject to the provisions of subpazagraph (A) above, the fact of the
40 ownership by any person of Bonds and the amounts and numbers of such Bonds, and the
41 date of the holding of the same, may be proved by reference to the bond register.
28
1268773v2
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9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
16. Delivery; Application of Proceeds. 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 purchase price, and the Purchaser shall not be obliged to see to the
proper application thereof.
17. Fund and Account. There is hereby created a special account to be
designated the "Capital Improvement Bonds of 2001A Account" (the "AccounY') to be
administered and maintained by the City Treasurer as a bookkeeping account separate and apart
from all other accounts maintained in the officiai financial records of the City. There has been
heretofore created and established the General Debt Service Fund (mimbered 960, herein the
"Fund"). The Fund and the Account shall each be maintained in the manner herein specified
until all of the Sonds and the interest thereon haue been fully paid.
(i) Account. To the Account there shall be credited the proceeds of
the sale of the Bonds, less accrued interest received thereon, and less any amount
paid for the Bonds in excess of $18,857,500. From the Account there shall be
paid all costs and expenses of making the Improvements, including the cost of any
construction contracts heretofore let and all other costs incurred and to be incuned
of the kind authorized in Minnesota Statutes, Section 475.65 (including interest
on the Bonds payable during the construction period); and the moneys in the
Account shall be used for no other purpose except as otherwise provided by law;
provided that the proceeds of the Bonds may also be used to the extent necessary
to pay interest on the Bonds due prior to the anticipated date of commencement of
the collection of taxes levied herein; and provided further that if upon completion
of the Improvements there shall remain any unexpended balance in the Account,
the balance may be transferred by the Council to the fund of any other
improvement instituted pursuant to Laws of Minnesota for 1971, Chapter 773, as
amended, or used for any other puipose permitted by law, ar transfened to the
Fund. All eamings on the Account shall be transferred to the Fund, or may
remain in the Account.
(ii) Fund. There is hereby pledged and there shall be credited to the
Fund, to a special sinking fund account which is hereby created and established
therein for the payment of the Bonds: (a) all accrued interest received upon
delivery of the Bonds; (b) all funds paid for the Bonds in excess of $18,857,500;
(c) any collections of all taxes which are herein levied for the payment of the
Bonds and interest thereon as provided in paragraph 1$; (d) all funds remaining in
the Account after completion of the Improvements and payrnent of the costs
thereof, not so transferred to the account of another improvement or used for any
other purpose permitted by law; (e) all inveshnent earnings on moneys held in
said special account in the Fund; and (� any and all other moneys which are
properly available and are appropriated by the governing body of the City to said
special account in the Fund.
41 Said special account created in the Fund shall be used solely to pay the principal and
42 interest and any premiums for redemption of the Bonds and any other bonds of the City
43 heretofore or hereafter issued by the City and made payable from said special account in the
29
1268773v2
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10
11
12
l3
14
15
16
17
Fund as provided by law, ar 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 directly or indirectly to acquire higher yielding inveshnents,
except (1) for a reasonable temporary period until such proceeds are needed for the purpose for
which tl�e Bonds were issued, and (2) in addition to the above in an amount not greater than
$100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the
Account or said specia] account in the Fund (ar any other City account which will be used to pay
principal or interest to become due on the bonds payable therefrom) in excess of amounts which
under then-applicable federal arbitrage regulations may be invested without regard as to yield
shall not be invested at a yield in excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after taking into account any applicable "temporary
periods" or "minor porlion° made available under the federal arbitrage regulations. In addition,
die proceeds of thc Bonds and money in the Account or the Fund shall not be invested in
obligalions or deposits issued by, guaranteed by or insured by the United States or any agency or
instrwneutaliCy thereof if and to the extent that such investment would cause the Bonds to be
"federally guaranleed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code").
18 18. Tax Levv; Covera e� Test. To provide moneys for payment of the
19 priucipal and intex'esf on the Bonds there is hereby levied upon all of the taacable property in the
20 CiYy a direcC amival ad valorem tax which shall be spread upon the tax rolls and collected with
21 and 1s part of other general property taxes in the City for the years and in the amounts as
22 follows:
Year of Tax
Lev
2000*
2001
2002
2003
2004
2005
2006
2007
2008
2009
Year of Tax
Levy
2001*
2002
2003
2004
2005
2006
2007
2008
2009
2010
Amount
$2,607,759*
2,611,403
2,596,204
2,578,170
2,567,802
2,548,875
2,527,350
2,507,138
2,487,975
2,469,600
23 " heretofore levied or provided from other available City funds, including premium received
24 u�oiz sale of lhe bonds
25 The tax levies are such that if collected in full they, together with estimated
26 collections of any other revenues herein pledged for the payment of the Bonds, will produce at
27 leasl five percent (5%) in excess of the amount needed to meet when due the principal and
28 interest plyments on the Bonds. The tax levies shall be irrepealable so long as any of the Bonds
29 are outstai�ding and unpaid, provided that the City reserves the righY and power to reduce the
30
12G8773v2
2
4
5
6
10
11
12
13
14
IS
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Di ��i
Fund as provided by law, or to pay any rebate due to the United States. No portion of the
roceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments
to replace funds which were used directly or indirectly to acquire higher yielding investments,
ex ept (1) for a reasonable temporary period until such proceeds are needed for the puipose for
whi the Bonds were issued, and (2) in addition to the above in an amount not greater ihan
$] 00, 00. To this effect, any proceeds of the Bonds and any sums from time to time held in the
Accoun or said special account in the Fund (or any other City account which will be used to pay
principal r interest to become due on the bonds payable therefrom) in excess of amounts which
under then- plicable federal arbitrage regulations may be invested without regard as to yield
shall not be i vested at a yield in excess of the applicable yield restrictions imposed by said
arbihage regul ions on such investments after taking into account any applicable "temporary
periods" or "min x portion" made available under the federal arbitrage regulations. In addition,
the proceeds of the��, o
obligations or deposiF�
instrumentality therem
"federally guaranteed"
Code of 1986, as amer
and money in the Account or the Fund shall not be invested in
issued by, guaranteed by or insured by the United States or any agency or
�if and to the extent that such investment would cause the Bonds to be
wi�hin the meaning of Section 149(b) of the federal Internal Revenue
ied ���he "Code").
18. Tax Lev'�
principal and interest on the Bo
City a direct annual ad valorem
and as part of other general pro�
follows:
Year of Tax
Levv
2000•
2001
2002
2003
2004
2005
200G
2007
2008
2009
overage Test. To provide moneys for payment of the
there is hereby levied upon all of the taxable property in the
; which shall be spread upon the tax rolls and collected with
y���axes in the City for the years and in the amounts as
ar o f Tax
Levv
Amount
1•
2004
2005
200G
2007
2008
2009
2010
� heretofore levied or provided from other available City funds
$
The tax levies are such that if collected in full they, toge�her with estimated
collections of any other revenues herein pledged for the payment of the Bbnds,
least five percent (5%) in excess of the amount needed to meet when due tfi�, p
interest payments on the Bonds. The tax levies shall be irrepealable so long as
are outstanding and unpaid, provided that the City reserves the right and power
levies in the manner and to the extent permitted by Minnesota Statutes, Section
Subdivision 3.
t2van��z
30
will produce at
rincipal and
any of the Bonds
�to reduce the
�,
,,
r
�4
• �l
�\_'>��
levies in tl�e manner and to the exlent permitted by Minnesota SYatutes, Section 475.61,
Subdivision 3.
3 19. General Obli�ation Pled�e. For the prompt and full payment of the
4 priucipal and interest on the Bonds, as the same respectively become due, the full faith, credit
5 and taxing powers of the City shall be and are hereby in�evocably pledged. If the balance in the
6 Fund (as defined in paragraph 17 hereo fl is ever insufficient to pay all principal and interest then
7 due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
8 of the City which are available for such purpose, including the general fund of the City, and such
9 other fimds may be reimbursed with or without interest from the Fund when a sufficient balance
10 is available lherein.
i l 20. Certificate of Registration. The Director, Office of Financial Services, is
12 hereby directed to file a certified copy of this resolution with the officer of Ramsey County,
13 Minnesota, performing the fimctions of the county auditar (the "County Auditor"), together with
14 such other information as the County Auditor shall require, and to obtain the County Auditor's
15 certificate ihat the Bonds have been entered in the County Auditor's Bond Register, and that the
16 lax levy requi��ed by law has been made.
17 21. Records and Certificates. The officers of the City are hereby authorized
18 and directed to prepare and fiirnish to the Purchaser, and to the attorneys approving the legality
19 of the issttance of the Bouds, certified copies of all proceedings and recards of the City relating
20 to lhe Bonds and to the Gnancial condition and affairs of the City, and such other affidavits,
21 cerlificales and infornlalion as are required to show the facts relating to the legality and
22 marketabilily of the Bonds as the same appear from the books and records under their custody
23 and control or as otherwise lrnown to them, and all such certified copies, certificates and
24 affidavits, including any heretofore furnished, shall be deemed representations ofthe City as to
25 the facls recited therein.
26 22. Ne�ative Covenants as to Use of Proceeds and Imnrovements. The City
27 hereby covenants not to ttse the proceeds of the Bonds or to use the Improvements, or to cause or
28 permit them to be used, or to enter into any deferred payment arrangements for the cost of the
29 Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
30 meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no
31 actious will be taken over the term of the Bonds that woutd cause them to be private activity
32 bonds, and lhe average term of the Bonds is not longer than reasonably necessary for the
33 govermnent�l purpose of the issue. The City hereby covenants not to use the proceeds of the
34 Bonds in such a maimer as to cause the Bonds to be "hedge bonds" within the meaning of
35 Section 149(g) of tl�e Code.
36 23. T1x-Exemnt Status of the Bonds; Rebate; Elections. The City shall
37 comply wifh requirements necessary under the Code to establish and maintain the exclusion from
38 gross income under Section 103 of the Code of the interest on the Bonds, including without
39 limitllion requirements relating to teinporary periods far investments, limitations on amounts
40 iuvested at a yield greater than the yield on the Bonds, and the rebate of excess investment
41 earnings to the United States.
31
izvs775�2
d�-�ii
other fund�n ay be reimbursed with or without interest from the Fund when a sufficient balance
is available t�erein. -
19. General Obligation Pledee. For the prompt and full payment of the
nc�pal and interest on the Bonds, as the same respectively become due, the full faith, credit
an taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the
Fun �as defined in paragraph 17 hereo� is ever insufficient to pay all principal and interest then
due on`�he Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
of the C�t��+ which are available for such purpose, including the general fund of the City, and such
s
9 2Q Certificate of R�istration. The Director, Office of Financial Services, is
10 hereby directed to �le a certified copy of this resolution with the officer of Ramsey County,
i l Minnesota, perforniing the functions of the county auditor (the "County Auditor"), together with
12 such other informatio�,as the County Auditor shall require, and to obtain the County Auditor's
13 certificate that the Bonc�� have been entered in the County Auditor's Bond Register, and that the
14 tax levy required by law h�s been made.
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
21. Records and Certificates. The officers of the City are hereby authorized
and directed to prepare and furri�sh to the Purchaser, and to the attorneys approving the legality
of the issuance of the Bonds, certFfied copies of all proceedings and records of the City relating
to the Bonds and to the financial co`t�dition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts relating to the legality and
mazketability of the Bonds as the same'appear from the books and records under their custody
and control or as otherwise known to theil�, and all such certified copies, certificates and
affidavits, including any heretofore furnishLd, shall be deemed representations of the City as to
the facts recited therein. �
�
�,
22. Nccative Covenants as to�Use of Proceeds and Improvements. The City
hereby covenants not to use the proceeds of the B�nds or to use the Improvements, or to cause or
permit them to be used, or to enter into any deferrek�payment arrange-ments for the cost of the
Improvements, in such a manner as to cause the Bontls to be "private activity bonds" within the
meaning of Sections ] 03 and 141 through 150 of the C'ode. '1'he 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
govemmental purpose of the issue. The Gity hereby covenants not to use ihe proceeds of the
Bonds in such a manner as to cause the Bonds to be "hedge bo�ds" within the meaning of
Section 149(g) of the Code. ���
23. Tax-Exempt Status of the Bonds: Rebate; Electioi
comply with requirements necessary under the Code to establish and��na
gross income under Section 103 of the Code of the interest on the Borid:
limitation requirements relating to temporary periods for investments, lii
invested at a yield greater than the yield on the Bonds, and the rebate of
earnings to the United States.
. The City shall
itain the exclusion from
including without
itations on amounts
ecess investment
40 The City expects that the two-year expenditure exception to the`��bate
41 requirements may apply to the construction proceeds oFthe Bonds. \.
�.
\.
• �;
31
1268777v2 �
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The City expects that the two-year expenditure exception to the rebate
requirements may apply to the construction proceeds of the Bonds.
If any elections are available now or hereafter with respect to arbitrage or rebate
matte�s relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Seivices, or nny of them, are hereby autharized and directed to make such elections as they deem
necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be,
and sh111 be deemed and treated as, elections of the City.
8 24. No Desianation of Oualified Tax-Exempt Obligations. The Bonds,
9 together with other obligations issued by the City in 2001, exceed in amount those which may be
10 qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
11 Code, and hence are not designated for such purpose.
12 25. Letter of Representations. The Letter of Representations for the Bonds is
13 hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the
14 City and received and accepted by The Depository Trust Company. So long as The Depository
15 Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
16 City shall comply with the provisions of the Letter of Representations, as it may be amended ar
17 supplemented Uy lhe City from time to time with the agreement or consent of The Depository
18 Trust Comp�ny.
19 26. Negotiated Sale. The City has retained Springsted Incorporated as an
20 indepei�dent financial advisor, and the City has heretofore determined, and hereby determines, to
21 sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60,
22 Subdivision 2O).
23 27. Continuin� Disclosure. The City is an obligated person with respect to the
24 Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
25 promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
26 Secttrities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
27 "Undertaking") hereinafter described, to:
28 A. Provide or cause to be provided to each nationally recognized municipal
29 sec�irities information repository ("NRMSIR") and to Yhe appropriate state information
30 deposiCory ("SID"), if any, for the State o£Minnesota, in each case as designated by the
31 Commission in accordance with the Rule, certain annual financial information and
32 operating data in accordance with the Undertaking. The City reserves the right to modify
33 firom time to time the terms of the Undertaking as provided therein.
34 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
35 or to the Manicipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of
36 the occtn�rence of certain material events with respect to the Bonds in accordance with the
37 Undertal<ing.
38 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
39 or Yo lhe MSRB and (ii) the SID, notice of a failure by the City to provide the annual
40 Fnancial information with respect to the City described in the Undertaking.
32
126R77Jv2
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If any elections are available now or hereafter with respect to arbitrage or rebate
atters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Se 'ces, or any of them, are hereby authorized and directed to make such elections as they deem
necess , appropriate or desirable in connection with the Bonds, and all such elections shall be,
and shall� deemed and treated as, elections of the City.
6 4. No Desienation of Oualified Tax-Exe�t Obli ations. The Bonds,
7 together with ot er obligations issued by the City in 2001, exceed in amount those which may be
8 qualified as "quali ied tax-exempt obligations" within the meaning of Section 265(b)(3) of the
9 Code, and hence a��not designated for such purpose.
10
I1
12
13
14
15
16
25. �Detter of Re ?resentations. The Letter of Representations for the Bonds is
hereby confirmed to be t BM lanket Issuer Letter of Representations dated April 10, 1996, by the
City and received and acce�ted by The Depository Trust Company. So long as The Depository
Trust Company is the Depositpry or it or its nominee is the Holder of any Global Certificate, the
City shall comply with the proJi,sions of the Letter of Representations, as it may be amended or
supplemented by the City from tii�ie to time with the agreement or consent of The Depository
Trust Company. �
17 2G. Neeotiated Sale`�,The City has retained Springsted Incorporated as an
18 independent financial advisor, and the CiEy has heretofore determined, and hereby determines, to
19 sell the Bonds by private negotiation, all as'��rovided by Minnesota Statutes, Section 475.6Q
20 Subdivision 2(9). �,
21 27. Continuin� Disclosure. '�he City is an obligated pecson with respect to the
22 Bonds. The City hercby agrees, in accordance wiY the provisions of Rule 15c2-12 (the "Rule"),
23 promulgated by the Securities and Exchange Com�jssion (the "Commission") pursuant to the
24 Securities Exchange Act of 1934, as amended, and a�ontinuing Disclosure Undertaking (the
25 "Undertaking") hereinafter described, to: ���
2G
27
28
29
30
31
A. Provide or cause to be provided to ` ch nationally recognized municipal
securities information repository ("NRMSIR") and�he appropriate state information
depository ("SID"), if any, for the State of Minnesota, � each case as designated by the
Commission in accordance with the Rule, certain annualWfinancial information and
operating data in accordance with the Undertaking. The C4jty reserves the right to modify
from time to time the terms of the Undertaking as provided t�erein.
32 B. Provide or cause to be provided, in a timely ma�er, to (i) each NRM5IR
33 or to the Municipal Securities Rulemaking Board ("MSRB") an �ii) the SID, notice of
34 the occurrence of certain material events with respect to the Bonds� acwrdance with the
35 Undertaking.
36 C. Provide or cause to be provided, in a timely manner, to r each NRMSIR
37 or to the MSRB and (ii) the SID, notice of a failure by the City to provi�the annuai
38 financial information with respect to the City described in the Undertaking.
39 The City agrees that its covenants pursuant to the Rule set forth in this , aragraph
40 27 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds`and shall
32
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o�-���
1 The City agrees that its covenants pursuant to the Rule set forth in this paragraph
2 27 and in the Uiidertaking are intended to be for the benefit of the Holders of the Bonds and shall
3 be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
4 these covenauts shall be limited to a right to obtain specific enforcement of the City's obligations
5 imder the covenants.
6 The Mayor and Director, Office of Financial Services, or any other officers of the
7 City autliorized to act in their stead (the "Officers"), are hereby authorized and directed to
8 execute ou behalf of the City the Undertaking in substantially the form presented to the City
9 Council, subjecl lo such modifications thereof or additions thereto as are (i) consistent with the
10 requiremevts under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
11 28. Severabilitv. If any section, paragraph or provision of this resolution
12 shall be lield to be invalid or unenforceable for any reason, the invalidity or unenforceability of
13 such section, paragraph or provision shall not affect any of the remaining provisions of this
14 resolution.
33
i zes��s�z
di-3i�
enforceable on behalf of such Holders; provided that the right to enforce the provisions of
se covenants shall be limited to a right to obtain specific enforcement of the City's obligations
9erthe covenants.
4 '� The Mayor and Director, Office of Financial Services, or any other officers of the
5 City 8uthorized to act in their stead (the "Officers"), are hereby authorized and directed to
6 execute on behalf of the City the Undertaking in substantially the form presented to the City
7 Council;.�ubject to such modifications thereof or additions thereto as are (i) consistent with the
8 requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
9 '. 28. Severabilitv. If any section, paragaph or provision of this resolution
10 shall be held to,.be invalid or unenforceable for any reason, the invalidity or unenforceability of
11 such section, par�graph or provision shall not affect any of the remaining provisions of this
12 resolution.
1
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29. HeadinQS. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shail not limit or define the meaning of any
provision hereof.
Adopted by Council: Date�� �,p �-F� a-<� c��
Adoption Certified by Council Secretary
By: I \��`\��� � �
Approved by Mayor: Date ! 2��
By: �
12G8773v2
34
Reques db r.t�nt f: �'�NAN��A�' ge ��`� 3
��
By:�
Form Approved by City Attorney
By: �G.'— `�._ �
� � /�'- o �
for SulSmfssioGfto Council
�
�
of Financial Services
BE ON COUNGL
TOTAL # OF SIGNATURE PAGES
DATEINITIATED
,s,zoo, GREEN SH
NUMBERFOR
ROUTING
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No 103538
u OEPNRTMENTDIRECTOR `�// f/ u GITYCOUNCIL
� CITYATTpRNEY � ❑ CITYCLERK
❑ FINANCIALSERVIGESOIR. ❑ FINANCIALSERVIACQG
� MAVOR ❑
1_ (CLIP ALL LOCATIONS FOR SIGNATURE)
iis resolution accepls the wlnning proposal and awards lhe bid for the $19,000,000 G.O.
3pilal Improvemenl Bonds Serles 2007A. Thls is a competitive bond sale and the award
going to the bidder found most advantageos (lowest cost) to the City.
JUA I IUN HP(1fOVB (H) Of KBJBC[
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
PERSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTlONS:
1. HasthlspersoNfirmeverworkedunderaconlractforthisdepartmenl'7
YES NO
2. Has this persoNfirm ever been a city employee?
YES NO
3. Does this persoNFlrm possess a skill not normally possessed by any arrent ciry employee�
YES NO
4 Is this persoNfrm a targeted vendoR
VES NO
3 PROBLEM ISSUE, OPPOR7UNITV (Who, What, When, Where, Why)
are forthe purpose of Ponding the 6ond Mancine potlion ofthe Capllal Improvement Budget.
be avallable for the CIB Budget.
needed for capltal proJects wlll nol be avalleble.
AMOUNT OF TRANSACTION S s�e.o0o.000
FUNDING SOURCE
�.��"�}'��
���������g��
�, � � �6�
��b��
COST/REVENUE BUDGETED (CIRCLE ONE)
ACTIVIN NUMBER
YES NO
INFORMATION (EXPLAIN)